Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register Common Shares under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If at any Request for Registration. Each time on or after the date hereof, the Company proposes to register Common Shares file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its securityholders of any class of equity security (other than except, (i) a registration statement on Form S-4 or S-8, S-8 (or any successor or other forms promulgated for similar purposessubstitute form that is adopted by the Commission), or (ii) a registration statement filed in connection with respect a dividend reinvestment plan, stock option plan or unit investment trusts, or (iii) a registration statement filed in connection with an exchange offer or offering of securities solely to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposesCompany's existing securityholders), whether or not for sale for its own account (including, without limitation, any and the form of registration effected pursuant statement to Section 3.1 hereof), in a manner which would permit be used permits the registration of Registrable Securities for sale Securities, then the Company shall give written notice of such proposed filing to the public under Holders as soon as reasonably practicable (but in no event less than 20 days before the anticipated filing date and no less than 30 days before the anticipated effective date), and such notice shall offer the Holders the opportunity to register such Registrable Securities Act, each as the Holders may request (which request shall specify the Registrable Securities intended to be disposed of by the Holders and the intended method of distribution thereof) up to 20 days before the anticipated effective date (a "Piggy-Back Registration"). The Company shall 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 substantially 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 Holder shall have the right to include in withdraw such registration all or part Holder's request for inclusion of the its Registrable Securities held in any Registration Statement pursuant to this Section 3 by giving written notice to the Company of such Holder (withdrawal no later than two Business Days prior to the “Piggyback anticipated effective date. The Company may withdraw a Piggy-Back Registration Right”). At such timeat any time prior to the time it becomes effective, provided that the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities withdrawal to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company)other Holders, as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration if any, requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registrationPiggy-Back Registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (ai) If If, at any time on or after the date hereofhereof and prior to the Expiration Time, the Company proposes to register Common Shares file a registration statement under the Act with respect to an offering by the Company or any other party of any class of equity security similar to any Registrable Securities Act (other than (i) a registration statement on Form S-4 or S-8, Form S-8 or any successor form or other forms promulgated for similar purposes, or (ii) a registration statement filed solely in connection with respect to corporate reorganizations a stock option or other transactions under Rule 145 employee benefit plan, an exchange offer, a business combination transaction or an offering of securities solely to the existing stockholders or employees of the Securities Act or any successor rule promulgated for similar purposesCompany), whether or not for sale for its own account then the Company, on each such occasion, shall give written notice (includingeach, without limitationa “Piggy-Back Notice”) of such proposed filing to all of the Rightsholders owning Registrable Securities at least fifteen days before the anticipated filing date of such registration statement, any registration effected pursuant and such Piggy-Back Notice also shall be required to Section 3.1 hereof), in a manner which would permit registration offer to such Rightsholders the opportunity to register such aggregate number of Registrable Securities for sale to the public under the Securities Act, as each Holder such Rightsholder may request. Each such Rightsholder shall have the right right, exercisable for the five days immediately following the giving of a Piggy-Back Notice, to include in such registration request, by written notice (each, a “Holder Notice”) to the Company, the inclusion of all or part any portion of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable SecuritiesRightsholders in such registration statement. The Company will, subject to Sections 3.5(c) and (f) below, shall use its commercially reasonable efforts to effect cause the registration under the Securities Act managing underwriter(s) of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite a proposed underwritten offering to permit the disposition inclusion of the Registrable Securities so to be registered; provided that (x) if, at any time after giving written notice which were the subject of its intention to register any securities and prior to the effective date of the registration statement filed all Holder Notices 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 by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company offering on the same terms and conditions as apply any similar securities of the Company included therein. Notwithstanding anything to the Company (including entering into an underwriting agreement contrary contained in customary form with the underwriter or underwriters selected for such offering by the Companythis Section 8(b), as may be customary if the managing underwriter(s) of such underwritten offering or appropriate in combined primary and secondary offerings. (c) If any proposed underwritten offering delivers a registration requested pursuant written opinion to this Section 3.5 involves an underwritten public offering, any Holder the Rightsholders of Registrable Securities requesting which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to the extent necessary to reduce the total amount of securities to be included in such registration may elect, in writing at least one (1) day prior offering to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned amount recommended by such Holder managing underwriter(s) in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)written opinion.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company Borrower proposes to register Common Shares any of its capital stock under the Securities 1933 Act (in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration statement on Form S-4 relating solely to the sale of securities to participants in Borrower's stock or S-8, stock option plans or any successor or other forms promulgated for similar purposes, employee benefit plans or (ii) a registration statement with respect relating solely to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated a transaction for similar purposes)which Form S-4 may be used, whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares.then: (ba) Any Holder wishing to exercise its Piggyback Registration Right Borrower shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities andSecurities, thereuponand each such Holder shall have the right to request, shall be relieved by written notice given to Borrower within fifteen (15) days of its obligation the date that such written notice was mailed by Borrower to register any such Holder, that a specific number of Registrable Securities held by such Holder be included in connection with the Piggy-Back Registration Statement (and related underwritten offering, if any) and the states in which such registration, and Registrable Securities are to be sold; (yb) if such registration involves If the Piggy-Back Registration Statement relates to an underwritten offering, all Holders the notice given to each Holder shall specify the name or names of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering by the Company)offering. In addition, as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration notice shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on also specify the number of securities to be underwrittenregistered for the account of Borrower and for the account of its shareholders (other than the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by Borrower, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, lock-up agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities in such offering would materially adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering at the best price obtainable therefor, the aggregate number of Registrable Securities that may be sold by the Holders shall be limited to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as provided below. If the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included will in the offering, first, up to the maximum number of securities to be limited sold by Borrower for its own account and for the account of other stockholders (other than Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in such other proportions as the managing underwriter or underwriters for the offering may require; PROVIDED, HOWEVER, that in the event that the number of securities that, proposed to be sold in such underwritten offering exceeds the opinion number of securities that may be sold in such underwriter, should be included, offering pursuant to the terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by Borrower of its securities to for its own account, there shall be included in the underwriting shall be allocatedoffering, first, up to the Company and, second, pro rata to all other requesting Holders on the basis of the relative maximum number of Registrable Securities then requested securities to be sold by each Borrower for its own account and second, as to the balance, if any, securities to be sold for the account of Borrower's stockholders (both the Holders of Registrable Securities requested and such Holder other stockholders of Borrower requested to be included therein) on a pro rata basis; (provided that any securities thereby allocated e) Holders of Registrable Securities shall have the right to withdraw their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities; (f) The exercise of the registration rights of the Holders with respect to any such Holder that exceed such Holder’s specific underwritten offering shall be subject to a ninety (90)-day delay at the request will of the managing underwriter; (g) All piggyback registration rights of the Holders shall terminate when all of the Registrable Securities Then Outstanding may be reallocated among the remaining requesting Holders in like mannersold pursuant to Rule 144(k).

Piggy Back Registration. (ai) If at any time on or after the date hereof, the Company proposes to register Common Shares under the Securities Act (other than (i) file a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes)Registration Statement, whether or not for sale for its own account (including, without limitation, any registration effected other than pursuant to Section 3.1 hereof3(a)), in it will, at least thirty days prior to such a manner which would permit registration of Registrable Securities for sale to the public under the Securities Actfiling, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any do so and, upon the written request of any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice or Holders given within fifteen (15) days after of the receipt of such notice (which request shall state the Company’s notice. Such Holder’s written notice shall specify intended method of disposition of such Registrable Securities), the number of Common Shares intended Company will use its best efforts to cause all Registrable Securities that the Holder or Holders requested the Company to register to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration registered under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the request of the Registrable Securities so to be registeredHolder or Holders; provided that (xthe Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3(b) if, at any time after giving written notice of its intention to register any securities and prior without obligation to the effective date of the registration statement filed in Holders. (ii) In connection with such registrationany offering under this Section 3(b) involving an underwriting, the Company shall determine for any reason not be required to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register include any Registrable Securities in connection with such registrationunderwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and the managing underwriter or underwriters, selected by the Company, and then only in such quantity as will not, in the written opinion of the managing underwriter or underwriters, jeopardize the success of the offering by the Company. Each Holder that has requested that Registrable Securities held by him be included in such Registration Statement shall (ytogether with the Company and the other Holders distributing the securities through such underwriting) if enter into such underwriting agreement as agreed upon between the Company and the managing underwriter or underwriters. If in the written opinion of the managing underwriter or underwriters the registration involves an underwritten of all, or part of, the Registrable Securities that the Holders have requested to be included would materially and adversely affect such public offering, all Holders the Company shall be required to include in the underwriting only that number of Registrable Securities, if any, that the managing underwriter or underwriters believes may be sold without causing such adverse effect. If the number of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form accordance with the underwriter or underwriters selected for such offering by foregoing is less than the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the total number of securities that may the Holders have requested to be included will be limited to included, then the number of securities that, in the opinion of such underwriter, should be included, and the securities Registrable Securities to be included in the underwriting registration shall be allocated, first, to the Company and, second, reduced pro rata to all other among the requesting Holders on based upon the basis of the relative number of Registrable Securities then so requested to be sold by each such registered. If any Holder (provided that any securities thereby allocated to disapproves of the terms of any such Holder that exceed such Holder’s request will be reallocated among underwriting, he may elect to withdraw therefrom by written notice to the remaining requesting Holders in like manner)Company and the managing underwriter.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register Common Shares file on its behalf or on the behalf of any of its securityholders a Registration Statement under the Securities Act with respect to an offering of any class of its common equity securities (other than (i) a registration statement Registration Statement on Form S-8 or Form S-4 or S-8, (or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of substitute form that may be adopted by the Securities Act or any successor rule promulgated for similar purposesCommission)), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, then the Company shall give prompt written notice of such proposed filing to all the Holders of Registrable Securities of its intention as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register Common Shares. such number of shares of Registrable Securities as each such Holder may request (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice which request shall specify the number of Common Shares Registrable Securities intended to be disposed of by such Holder, which might be all or Selling Holder and the intended method of distribution thereof) (a portion "Piggy-Back Registration"). In the case of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationunderwritten offering, the Company shall determine for any reason not use its best efforts to proceed with cause the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice managing underwriter or underwriters of such determination proposed underwritten offering to each Holder of permit the Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the Company’s registration must sell their Registrable Securities a Piggy-Back Registration to the underwriters selected by the Company be included on the same terms and conditions as apply any similar securities of 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 9.2 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. (including entering into an underwriting agreement b) No failure to effect a registration under Section 9.2(a) and to complete the sale of shares of Common Stock in customary form with connection therewith shall relieve the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offeringsCompany of any other obligation under this Warrant. (c) If a registration requested pursuant to this the managing underwriter or underwriters of any underwritten offering described in Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (19.2(a) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with have informed the Company in all reasonable respects by supplying information and executing documents relating to such Holder writing that in its or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on their opinion the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities proposed to be underwrittenregistered materially and adversely affect the success of such offering, including the price at which such securities can be sold, the number of securities that may be included will be limited to Company shall include in such Registration the number of securities that, in the opinion of such underwritermanaging underwriter or underwriters, should can be includedsold as follows: (i) first, the securities that the Company proposes to sell, (ii) second, the Registrable Securities requested to be included pursuant to Section 9.2(a) hereof, and the (iii) other securities requested to be included in such registration; provided, however, that if any securityholder of the underwriting shall be allocatedCompany, firstother than the Selling Holders, to has been granted registration rights by the Company and, second, pro rata with respect to all other requesting Holders on the basis any security of the relative Company (an "Other Registering Holder"), and such Other Registering Holders desire to participate in the Piggy-back Registration, then the number of securities that may be offered by the Other Registering Holders and the number of Registrable Securities then that may be offered by the Selling Holders shall be reduced or limited pro rata in proportion to the respective number of securities requested to be sold registered to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares recommended by each such Holder managing underwriters. (provided d) If the managing underwriter or underwriters of any underwritten offering described in Section 9.2(a) notify the Selling Holders requesting inclusion of Registrable Securities in such offering, that the kind of securities that the Selling Holders, the Company and any securities thereby allocated other Persons desiring to any participate in such Holder registration intend to include in such offering is such as to materially and adversely affect the success of such offering, (x) the Registrable Securities to be included in such offering shall be reduced as described in paragraph (c) above or (y) if a reduction in the Registrable Securities pursuant to paragraph (c) above would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that exceed inclusion of the Registrable Securities requested to be included would have on such Holder’s request offering, such Registrable Securities will be reallocated among excluded from such offering. (e) If, as a result of the remaining requesting Holders proration provisions of this Section 9.2, any Selling Holder shall not be entitled to include all Registrable Securities in like mannera Piggy-Back Registration that such Selling Holder has requested to be included, such Selling Holder may elect to withdraw his request to include Registrable Securities in such registration (a "Withdrawal Election"); provided, however, that a Withdrawal Election shall be irrevocable and, after making a Withdrawal Election, a Selling Holder shall no longer have any right to include Registrable Securities in the registration as to which such Withdrawal Election was made.

Piggy Back Registration. (ai) If at any time on or after the date hereofhereof and prior to date on which all Registrable Securities cease to be Registrable Securities, the Company proposes to register Common Shares file a Registration Statement under the Securities 1933 Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations an offering of equity securities, or securities or other transactions under Rule 145 of obligations exercisable or exchangeable for, or convertible into, equity securities, by the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale Company for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities or for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part shareholders of the Registrable Securities held Company for their account (or by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt and by shareholders of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder), which might be all or other than a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(cRegistration Statement (i) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationany employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, (x) give written notice of such determination proposed filing to each Holder the Investors as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of Registrable Securities andsecurities to be included in such offering, thereuponthe intended method(s) of distribution, shall be relieved and the name of its obligation to register any Registrable Securities in connection with such registrationthe proposed managing Underwriter or Underwriters, if any, of the offering, and (y) if offer to the Investors in such registration involves an underwritten offering, all Holders notice the opportunity to register the sale of such number of shares of Registrable Securities requesting as such holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration”). (ii) The Company shall cause such Registrable Securities to be included in such Piggy-Back Registration and shall use commercially reasonable efforts to cause the Company’s registration must sell their managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to the underwriters selected by the Company be included in a Piggy-Back Registration to be included on the same terms and conditions as apply to any similar securities of the Company (including entering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the underwriter Underwriter or underwriters Underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offeringsPiggy-Back Registration. (ciii) If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the Investors, the Registrable Securities as to which registration has been requested under this Section 2(c), and the shares of Common Stock, if any, as to which registration has been requested pursuant to Other Holder Piggyback Rights, exceeds the Maximum Number of Shares, then the Company shall include in any such registration: (1) If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), Registrable Securities as to which registration has been requested under this Section 3.5 involves an underwritten public offering, any 2(c) and the securities as to which piggy-back registration has been requested under existing Other Holder Piggyback Rights as of Registrable Securities requesting the date of this Agreement (pro rata in accordance with the number of securities each holder has actually requested to be included in such registration may electregistration, in writing at least one regardless of the number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be sold without exceeding the Maximum Number of Shares; and (1C) day prior third, to the first use extent that the Maximum Number of a preliminary prospectus Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock as to which registration has been requested pursuant to Other Holder Piggyback Rights entered into after the date of this Agreement (pro rata in connection accordance with the number of shares such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting person has actually requested to be included in any registration shall cooperate such registration, regardless of the number of shares of Common Stock with respect such person has the Company in all reasonable respects by supplying information and executing documents relating right to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offeringinclusion). (e2) The If the registration is a “demand” registration undertaken at the demand of persons other than the Investors pursuant to written contractual arrangements with such persons, (A) first, the shares of Common Stock for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company shall pay all Registration Expenses incurred in connection with each registration desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), Registrable Securities pursuant as to which registration has been requested under this Section 3.5. All Selling Expenses applicable 2(c) and the securities as to Registrable Securities sold by Holders incurred in connection with each which piggy-back registration pursuant to this Section 3.5 shall be borne by the Holders has been requested under existing Other Holder Piggyback Rights as of the Registrable Securities so registered date of this Agreement (pro rata based on in accordance with the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities each holder has actually requested to be included in such registration, regardless of the underwriting shall number of shares of Common Stock with respect to which such persons have the right to request such inclusion) that can be allocatedsold without exceeding the Maximum Number of Shares, first(D) fourth, to the Company andextent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), second(B), pro rata and (C), the shares of Common Stock, if any, as to all other requesting Holders on which registration has been requested pursuant to Other Holder Piggyback Rights entered into after the basis date of the relative number of Registrable Securities then requested to this Agreement that can be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among without exceeding the remaining requesting Holders in like manner)Maximum Number of Shares.

Piggy Back Registration. (a) 5.1. If at the Company or any time on or after the date hereof, subsidiary of the Company proposes to register Common Shares under the Securities Act file on its behalf and/or on behalf of any holders of its debt securities (other than (ia Holder) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated form for similar purposes, or the registration of its debt securities (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes“Piggy-Back Registration Statement”), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall it will give prompt written notice to all Holders of Registrable Transfer Restricted Securities at least twenty (20) days before the initial filing thereof, which notice shall set forth the intended method of its intention disposition of the securities proposed to register Common Sharesbe registered by the Company or such subsidiary. The notice shall offer to include in such filing the aggregate number of Transfer Restricted Securities as such Holders may request (a “Piggy-Back Registration”). 5.2. Each Holder desiring to have Transfer Restricted Securities registered under this Section 5 (b“Participating Piggy-Back Holders”) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to advise the Company a written notice in writing within fifteen ten (1510) days after the date of receipt of such offer from the Company’s notice. Such Holder’s written notice shall specify , setting forth the number amount of Common Shares intended to be disposed of by such Holder, Transfer Restricted Securities for which might be all or a portion of such Holder’s Registrable Securitiesregistration is requested. The Company willshall thereupon include or cause to be included in such filing the amount of Transfer Restricted Securities for which registration is so requested, subject to Sections 3.5(c) and paragraph (fc) below, and shall use its commercially reasonable efforts to effect the registration of such Transfer Restricted Securities under the Securities Act Act. 5.3. If the Registration relates to an underwritten public offering and the managing underwriter of all Registrable Securities which the Company has been so requested to register by the Holders thereofsuch proposed public offering advises in writing that, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) if, at any time after giving written notice of in its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationopinion, the Company shall determine for any reason not to proceed with the proposed registration amount of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Transfer Restricted Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the Company’s registration must sell their Registrable Securities Registration in addition to the underwriters selected securities being registered by the Company would be greater than the total number of securities which can be sold in such offering without delaying or jeopardizing the price, timing or distribution thereof (the “Piggy-Back Maximum Number”), then: (i) in the event the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Participating Piggy-Back Holders, in a principal amount which together with the securities the Company proposes to register, shall not exceed the Piggy-Back Maximum Number, such amount to be allocated among such selling security holders on a pro rata basis (based on the same terms principal amount of debt securities of the Company held by each such selling security holder); and (ii) in the event any holder of debt securities of the Company other than Transfer Restricted Securities initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any other selling security holders (including Participating Piggy-Back Holders), in a principal amount which together with the securities the initiating security holder proposes to register, shall not exceed the Piggy-Back Maximum Number, such principal amount to be allocated among such other selling security holders on a pro rata basis (based on the principal amount of debt securities of the Company held by each such selling security holder) and conditions as apply third, any debt securities the Company proposes to register, in a principal amount which together with the securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Piggy-Back Maximum Number. 5.4. Subject to Section 6 hereof, nothing in this Section 5 shall create any liability on the part of the Company to the Holders if the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If its sole discretion should decide not to file a registration requested statement proposed to be filed pursuant to this Section 3.5 involves or to withdraw such registration statement subsequent to its filing and prior to the later of its effectiveness or the release of the Transfer Restricted Securities for public offering by the managing underwriter, in the case of an underwritten public offering, regardless of any action whatsoever that a Holder may have taken, whether as a result of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with issuance by the Company in all reasonable respects by supplying information and executing documents relating to such Holder of any notice hereunder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offeringotherwise. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register Common Shares file a registration statement under the Securities Act with respect to an offering of any shares of Common Stock by the Company for its own account (other than an Initial Public Offering) or for the account of any holder of Common Stock or Common Stock Equivalents (iincluding any Holder) (other than a registration statement on Form S-4 or S-8, S-8 or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of substitute form that may be adopted by the Securities Act SEC or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationan exchange offer or offering of securities solely to the Company's existing security holders), then the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination proposed filing to each Holder the Holders of the Registrable Securities as soon as practicable (but in no event less than 15 days before the anticipated filing date of such registration statement), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities andas each such Holder may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, thereupon, the Company shall be relieved of its obligation to register any include in each such Piggyback Registration all Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the registration for such offering by written notice to the Company within 15 days of delivery of the Company’s registration must sell their 's notice referred to above. Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder's Registrable Securities from a Piggyback Registration at any time prior to the underwriters selected effective date thereof. (b) The Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company ("Piggyback Securities"), to be included on the same terms and conditions as apply any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Holder's Piggyback Securities in such offering unless such Holder accepts the terms of the underwriting agreement between the Company and the managing Underwriter or Underwriters and otherwise complies with the provisions of Section 8 below. If the managing Underwriter or Underwriters of a proposed underwritten offering advise the Company that in their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to cause a Material Adverse Effect, then in such event the securities to be included in such offering shall be allocated first to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for Requesting Holders if such offering by registration statement is pursuant to a Demand Request or, if not, then the Company), as may and then, to the extent that any additional securities can, in the opinion of such managing Underwriter or Underwriters, be customary or appropriate in combined primary and secondary offerings. (c) If a registration sold without any such Material Adverse Effect, pro rata among the holders of Piggyback Securities on the basis of the number of shares of Common Stock requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register Common Shares file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its security holders of any security of the same class as the Registrable Securities (other than (i) a registration statement on Form S-4 or S-8S-8 (or, in each case, any substitute or successor forms that may be adopted by the SEC), or any successor or other forms promulgated for similar purposes, or (ii) a registration statement filed in connection with respect an exchange offer or offering of securities solely to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposesCompany’s existing security holders), whether or not for sale for its own account (including, without limitation, any which registration effected and applicable law would permit the inclusion of such Registrable Securities pursuant to this Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time2.2 then, the Company shall give prompt written notice of such proposed filing to all Holders the Stockholders (and their Permitted Transferees) as soon as practicable, and such notice shall offer such Stockholders (and their Permitted Transferees) the opportunity to register such number of shares of Registrable Securities of its intention to register Common Shares. as each such Stockholder (bor Permitted Transferees) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice may request in writing within fifteen ten (1510) days after the of receipt of the Company’s notice. Such Holder’s written such notice (which request shall specify the number of Common Shares Registrable Securities intended to be disposed of by such HolderStockholder (or Permitted Transferee) and the intended method of distribution thereof), which might be all or in each case subject to Section 2.3 (a portion of such Holder’s Registrable Securities“Piggy-Back Registration”). The Company will, subject to Sections 3.5(c) and (f) below, shall use its commercially reasonable best efforts to effect cause the registration under the Securities Act managing Underwriter(s) of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite a proposed underwritten offering to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the Company’s registration must sell their Registrable Securities a Piggy-Back Registration to the underwriters selected by the Company be included on the same terms and conditions as apply 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 Stockholder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of its request to withdraw within ten (10) days of its request for inclusion; provided, however, that the registration statement including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering shares (a “Piggy Back Registration Statement”) has not yet been declared effective by the Company), as SEC. The Company may be customary or appropriate in combined primary and secondary offerings. (c) If withdraw a registration requested pursuant to this Section 3.5 involves an underwritten public offering, Piggy-Back Registration Statement at any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day time prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne time it is declared effective by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registeredSEC. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If at any time on or after the date hereof, Whenever the Company proposes to register Common Shares under file a Registration Statement, at any time and from time to time, it will, prior to such filing, give written notice to all Rights Holders of its intention to do so. Upon the Securities Act written request of a Rights Holder given within ten (other than 10) days after the Company provides such notice (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 which request shall state the intended method of the Securities Act or any successor rule promulgated for similar purposesdisposition of such Registrable Securities), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable best efforts to effect the registration under the Securities Act of cause all Registrable Securities which the Company has been so requested by such Rights Holder to register by to be registered under the Holders thereof, 1933 Act to the extent requisite necessary to permit their sale or other disposition in accordance with the disposition intended methods of distribution specified in the Registrable Securities so to be registeredrequest of such Rights Holder; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2 without obligation to any Rights Holder. (xb) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of If the registration statement filed in connection with such registrationfor which the Company gives notice pursuant to Section 2(a) is a registered public offering involving an underwriting, the Company shall determine for any reason not to proceed with so advise the proposed registration Rights Holders as part of the securities written notice given pursuant to be sold by itSection 2(a). In such an event, the Company may, at right of any Rights Holder to include its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all pursuant to this Section 2 shall be conditioned upon such Rights Holder’s participation in such underwriting on the terms set forth herein. All Rights Holders of Registrable Securities requesting proposing to be included in distribute their securities through such underwriting shall (together with the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering ) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering the underwriting by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to . Notwithstanding any other provision of this Section 3.5 involves an underwritten public offering2, any Holder if the managing underwriter determines that marketing factors require a limitation of the number of Shares to be underwritten, the Company may limit the number of Registrable Securities requesting to be included in such registration may elect, in writing at least one and underwriting to not less than thirty (130) day prior to percent of the first use aggregate number of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting Shares to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) underwritten. The Company shall pay so advise all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Rights Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on requesting registration, and the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith shares that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities are entitled to be included in the registration and underwriting shall be allocatedallocated in the following manner. The number of shares that may be included in such registration and underwriting shall be allocated among all Rights Holders requesting registration in proportion, firstas nearly as practicable, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative respective number of Registrable Securities then which they held at the time the Company gives the notice specified in Section 2(a). If any Rights Holder would thus be entitled to include more securities than such Rights Holder requested to be sold by each such registered, the excess shall be allocated among the other requesting Rights Holders pro-rata in the manner described in the preceding sentence. If any Rights Holder (provided that any securities thereby allocated to disapproves of the terms of any such Holder that exceed underwriting, such Holder’s request will person may elect to withdraw therefrom by written notice to the Company, and any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be reallocated among the remaining requesting Holders in like manner)withdrawn from such registration.

Piggy Back Registration. (a) If at any time on or after the date hereofclosing of the Company’s Qualified IPO, the Company proposes to register Common Shares file a registration statement under the Securities Act Act, with respect to an offering by the Company for its own account or for the account of any of its respective security holders of any security of the same class as the Registrable Securities (other than (i) a registration statement on Form S-4 or S-8S-8 (or any substitute form that may be adopted by the SEC), or any successor or other forms promulgated for similar purposes, or (ii) a registration statement filed in connection with respect an exchange offer or offering of securities solely to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposesCompany’s existing security holders), whether or not for sale for its own account (including, without limitation, any which registration effected would permit the inclusion of such Registrable Securities pursuant to this Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time2.2 then, the Company shall give prompt written notice of such proposed filing to all the Holders and Other 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 of its intention to register Common Shares. as each such Holder or Other Registration Rights Holder may request in writing within ten (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (1510) days after the of receipt of the Company’s notice. Such Holder’s written such notice (which request shall specify the number of Common Shares Registrable Securities intended to be disposed of by such Holder, which might be all Holder or Other Registration Rights Holder and the intended method of distribution thereof) (a portion of such Holder’s Registrable Securities“Piggy-Back Registration”). The Company will, subject to Sections 3.5(c) and (f) below, shall use its commercially reasonable best efforts to effect cause the registration under the Securities Act managing Underwriter or Underwriters of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite a proposed underwritten offering to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the Company’s registration must sell their Registrable Securities a Piggy-Back Registration to the underwriters selected by the Company be included on the same terms and conditions as apply 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 or Other Registration Rights Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of its request to withdraw within ten (10) days of its request for inclusion; provided, that the Registration Statement including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as shares (a “Piggy-Back Registration Statement”) is not yet effective. The Company may be customary or appropriate in combined primary and secondary offerings. (c) If withdraw a registration requested pursuant to this Section 3.5 involves an underwritten public offering, Piggy-Back Registration Statement at any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day time prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registrationtime it becomes effective. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If at any time on or after Subject to the date hereofprovisions of this Agreement, if the Company proposes to register Common Shares file a registration statement under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 an offering of any equity securities (as such term is defined in Section 3(a) of the Securities Act or any successor rule promulgated for similar purposes)Exchange Act) by the Company, whether or not for sale for its own account (includingaccount, without limitation, any and the registration effected pursuant form to Section 3.1 hereof), in a manner which would permit be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such timeSecurities, then the Company shall give prompt written notice of such proposed filing to all Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities of its intention requested to register Common Sharesbe included in the registration for such offering. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, shall use its commercially reasonable best efforts to effect cause the registration under the Securities Act Managing Underwriter of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite a proposed underwritten offering to permit the disposition of the Registrable Securities so to be registered; provided that (x) if, at any time after giving written notice of its intention to register any securities and prior to requested by the 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 by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting thereof to be included in the Company’s registration must sell their Registrable Securities statement for such offering under Section 3(a) or pursuant to the underwriters selected other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as apply to any similar securities included therein. Notwithstanding the foregoing, the Company (shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including entering into an underwriting agreement Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in customary form with the underwriter or underwriters selected registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with by each such registration, not to register such securities in connection with such registrationPerson. (dc) All Holders of Registrable Securities requesting to be included in any No registration effected under this Section 3 shall cooperate with relieve the Company in all reasonable respects by supplying information and executing documents relating from its obligation to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offeringeffect registrations under Section 2. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. The Holder of this Warrant shall have ------------------------- the right to include all of the shares of Common Stock underlying this Warrant (athe "Registrable Securities") If at as part of any time on or after the date hereof, registration of securities filed by the Company proposes to register Common Shares (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8) and must be notified in writing of such filing; 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 ▇. ▇▇▇▇▇▇ shall have five (other than (i5) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect business days to corporate reorganizations or other transactions under Rule 145 of notify the Securities Act or any successor rule promulgated for similar purposes), Company in writing as to whether the Company is to include Holder or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each include Holder shall have the right to include in such registration all or as part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such timeregistration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of may require that the Registrable Securities so requested for inclusion pursuant to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to this Section be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company underwriting on the same terms and conditions as apply to the Company (including entering into an underwriting agreement securities otherwise being sold through the underwriters. If in customary form with the good faith judgment of the underwriter or underwriters selected for evidenced in writing of such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If only a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder limited number of Registrable Securities requesting to should be included in such registration may electoffering, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with or no such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, 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 securities proportion that the number of shares of selling stockholders permitted to be included registered by the underwriter in such offering bears to the underwriting 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 allocatedwithheld from the market by the Holders thereof for a period, firstnot 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 any Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company andin complying with this Section 12(c) shall be paid by the Company, secondexclusive of underwriting discounts, pro rata commissions and legal fees and expenses for counsel to all other requesting Holders on the basis holders of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)Warrants.

Piggy Back Registration. The Holder of this Warrant shall have ------------------------- the right to include all of the shares of Common Stock underlying this Warrant (athe "Registrable Securities") If at as part of any time on or after the date hereof, registration of securities filed by the Company proposes to register Common Shares (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-8) and must be notified in writing of such filing; 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 ▇. ▇▇▇▇▇▇ shall have five (other than (i5) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect business days to corporate reorganizations or other transactions under Rule 145 of notify the Securities Act or any successor rule promulgated for similar purposes), Company in writing as to whether the Company is to include Holder or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each include Holder shall have the right to include in such registration all or as part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such timeregistration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of may require that the Registrable Securities so requested for inclusion pursuant to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to this Section be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company underwriting on the same terms and conditions as apply to the Company (including entering into an underwriting agreement securities otherwise being sold through the underwriters. If in customary form with the good faith judgment of the underwriter or underwriters selected for evidenced in writing of such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If only a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder limited number of Registrable Securities requesting to should be included in such registration may electoffering, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with or no such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, 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 securities proportion that the number of shares of selling stockholders permitted to be included registered by the underwriter in such offering bears to the underwriting 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 allocatedwithheld from the market by the Holders thereof for a period, firstnot 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 any Warrant holder elected to include securities in such registration. All registration expenses incurred by the Company andin complying with this Section 12(c) shall be paid by the Company, secondexclusive of underwriting discounts, pro rata commissions and legal fees and expenses for counsel to all other requesting Holders on the basis holders of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)Warrants.

Piggy Back Registration. (a) If the Company shall determine to register any of its securities for its own account, other than a registration relating solely to employee benefit plans or with regard to acquisitions or a registration on any registration form which does not permit secondary sales or other than a registration on Form S-3 made at any time on or after the date request of an Initiating Holder pursuant to Section 4.2 hereof, the Company proposes to register Common Shares under the Securities Act (other than will: (i) promptly give to each Holder written notice thereof (which shall include a registration statement on Form S-4 or S-8, or any successor preliminary list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other forms promulgated for similar purposes, or state securities laws); and (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all Registrable Securities specified in a written request or requests, made by any Holder within thirty (30) days after receipt of the written notice from the Company described in clause (i) above, except as set forth in Section 4.1(b) below. Such written request may specify all or any part of the a Holder's Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common SharesSecurities. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect If the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) if, at any time after giving written gives notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationis for a registered public offering involving an underwriting, the Company shall determine for any reason not so advise the Holders by written notice. All Holders proposing to proceed distribute their securities through such underwriting shall (together with the proposed registration of the Company or any other securityholders distributing its or their securities to be sold by it, the Company may, at for its election, give written notice of own account through such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (yunderwriting) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company. Notwithstanding any other provision of this Section 4.1, if the representative of the underwriters advises the Company in writing that, in its opinion, inclusion of the full number of Registrable Securities requested to be included in the registration by Holders would adversely affect the underwriting, the representative may (subject to the allocation priority set forth below), limit the number of shares to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration of the limitation and the number of shares to be excluded from the registration by reason of the limitation imposed by the representative. The number of shares to be excluded from the registration shall be allocated as may follows: (i) first, all shares held by persons who, in the sole judgment of the representative of the underwriters, would adversely affect the marketing of the underwriting will be customary excluded from the registration; (ii) then, if a further limitation on the number of shares is required, all Registrable Securities held by persons who are eligible to sell shares under Rule 144(k) will be excluded from the registration; (iii) then, if a further limitation on the number of shares is required, all Registrable Securities which were eligible for sale under Rule 144 during the three (3) months ended on the date the registration statement is filed will be excluded; except that no Registrable Securities held by any Initiating Holder or appropriate any Executive Shareholder shall be excluded under this provision; and (v) finally, if a further limitation on the number of shares is still required, the limitation of the number of Registrable Securities shall be allocated in combined primary and secondary offeringsthe sole discretion of the Company. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect, in writing at least one (1) day prior elect to withdraw therefrom by written notice to the first use of a preliminary prospectus in connection with such registrationCompany, not to register such the underwriter and the Initiating Holders. The securities in connection with such so withdrawn shall also be withdrawn from registration. (d) All Holders Notwithstanding the foregoing, the Company may, in its sole discretion and without the consent of Registrable Securities requesting or prior notice to be included in any Holders, withdraw any registration shall cooperate with statement referred to in this Section 4.1 and abandon the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that at anytime without thereby incurring any securities thereby allocated liability to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If at any time beginning on or after the date hereofClosing Date, the Company proposes shall propose to register Common Shares file a Registration Statement under the Securities Act relating to a public offering of Common Stock (other than (iin connection with an Excluded Registration) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its Company’s own account or for the account of any security holder (including, without limitation, any registration effected pursuant to Section 3.1 hereofother than the Holder), in each case, on a registration form and in a manner which that would permit the registration of Registrable Securities for sale to the public under the Securities Act, each and the lead managing underwriters of such offering determine that, in their judgment, the amount of proceeds from any such offering, after deduction of underwriting discounts and fees, which may be raised (the “Proposed Offering Amount”) without an Adverse Offering Effect (as defined below) exceeds the Minimum Primary Offering Amount, the Company shall (x) give written notice (the “Primary Offering Notice”) at least 15 Business Days prior to the filing thereof to the Holder, specifying the approximate date on which the Company proposes to file such Registration Statement and the Proposed Offering Amount, and advising the Holder of its right to have any and all of the Registrable Securities included among the securities to be covered thereby, subject, however, to (A) the limitations of Section 2.3(b) and Section 2.3(c) (as applicable, the “Piggyback Limitations”) and (B) reduction in accordance with Section 2.4(b), Section 2.4(c) or Section 2.4(d), as the case may be (as applicable, the “Underwriter Cutback”), and (y) at the written request of the Holder given to the Company within ten Business Days after written notice from the Company has been given to the Holder (a “Piggyback Registration Notice”), include among the securities covered by such Registration Statement the number of Registrable Securities which the Holder shall have requested to be so included in accordance with the Piggyback Limitations and the Underwriter Cutback. (b) In any Early Initial Offering, the Company shall have the right to include for the Company’s own account such number of shares of Common Stock as shall be expected to result (in the judgment of the lead managing underwriters of such offering) in proceeds to the Company, after deduction of underwriting discounts and fees, equal to the Minimum Primary Offering Amount (the “Company Initial Tranche”). Upon receipt of a Primary Offering Notice indicating a Proposed Offering Amount with respect to such Early Initial Offering that is greater than the Minimum Primary Offering Amount, Holder shall have the right initially to include in the Early Initial Offering for the Holder’s account the number of Registrable Securities that is equal to the lesser of (x) all Registrable Securities requested by the Holder to be so included and (y) Registrable Securities with an aggregate offering value (in the judgment of the lead managing underwriters of such offering and after deduction of underwriting discounts and fees) equal to the difference between the Proposed Offering Amount and the Minimum Primary Offering Amount, subject to any subsequent Underwriter Cutback. Upon receipt of any subsequent notice from the Company which indicates that in the judgment of the lead managing underwriters the Proposed Offering Amount may be increased above the initial Proposed Offering Amount (an “Upsize Notice”), the Holder shall have the right to include additional Registrable Securities with an aggregate offering value (in the judgment of the lead managing underwriters of such offering and after deduction of underwriting discounts and fees) in an amount up to the amount of the Proposed Offering Amount increase, subject to any subsequent Underwriter Cutback. If, in any Early Initial Offering, the aggregate offering value (in the judgment of the lead managing underwriters of such offering and after deduction of underwriting discounts and fees) of (x) the Company Initial Tranche plus (y) the Registrable Securities to be included in such registration all Early Initial Offering in accordance with this Section 2.3(b) (collectively, the “Combined Tranche”) is less than the Proposed Offering Amount, before or part after delivery of any Upsize Notice, the Company shall have the right to include for the Company’s own account additional shares of Common Stock with an aggregate offering value (in the judgment of the lead managing underwriters of such offering and after deduction of underwriting discounts and fees) in an amount up to the difference between the Proposed Offering Amount and the Combined Tranche, subject to any subsequent Underwriter Cutback. (c) In any Later Initial Offering in which the Proposed Offering Amount shall be less than or equal to $250 million (the “Full Liquidity Level”), the Company shall have the right to include for the Company’s own account at least 60% of the total number of shares of Common Stock to be offered in such Later Initial Offering. Upon receipt of a Primary Offering Notice (or an Upsize Notice) with respect to such Later Initial Offering indicating a Proposed Offering Amount with respect to such Later Initial Offering that is less than or equal to the Full Liquidity Level, the Holder shall have the right to include Registrable Securities constituting up to 40% of the total number of shares of Common Stock to be offered in such Later Initial Offering. In the event that (x) the initial Proposed Offering Amount for such Later Initial Offering is greater than the Full Liquidity Level, (y) the Holder shall not exercise in full the Holder’s right to include Registrable Securities in the Later Initial Offering, or (z) in the judgment of the lead managing underwriters the Proposed Offering Amount may be increased above the initial Proposed Offering Amount and such increase shall result in an aggregate offering value greater than the Full Liquidity Level, the Company shall have the right to include for the Company’s own account a total number of shares of Common Stock with an aggregate offering value (in the judgment of the lead managing underwriters of such offering and after deduction of underwriting discounts and fees) equal to (A) the final Proposed Offering Amount less (B) the aggregate offering value (in the judgment of the lead managing underwriters of such offering and after deduction of underwriting discounts and fees) of the Registrable Securities held by to be offered in such Later Initial Offering. (d) Nothing in this Section 2.3 shall create any liability on the part of the Company to the Holder (the “Piggyback Registration Right”). At such time, if for any reason the Company shall give prompt written notice decide not to all Holders of Registrable Securities of its intention file, or to register Common Shares. (bdelay the filing of, a Registration Statement proposed to be filed pursuant to Section 2.2(a) Any Holder wishing or Section 2.3(a) or to exercise its Piggyback withdraw such Registration Right shall deliver Statement subsequent to the Company filing thereof, regardless of any action whatsoever that the Holder may have taken, whether as a written notice within fifteen (15) days after the receipt result of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of issuance by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereofof any notice hereunder or otherwise, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation hereunder to register any Registrable Securities pay the Registration Expenses in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)filing or proposed filing.

Piggy Back Registration. (a) If at any time on or after the date hereoftime, the Company proposes to register Common file a registration statement, other than the Registration Statement on behalf of the Pledged Shares and the Retained Shares, on Form S-1, S-2 or S-3, their successor forms or any other form under the Securities Act Secu▇▇▇▇▇▇ ▇ct appropriate for a primary public offering by the Company (other than (ifor the purpose of making an acquisition or in connection with option plans) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 an underwritten offering of Common Stock, whether for the account of the Securities Act Company or any successor rule promulgated for similar purposesother person (a "Proposed Registration"), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt advise the Holders by written notice at least 20 days prior to all the filing of any such registration statement, and such notice shall offer the Holders of Registrable Securities of its intention the opportunity to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt such number of the Company’s notice. Such Holder’s written notice Pledged Shares, the Retained Shares and the Released Shares, if any, as such Holder may request (which request shall specify the number of Common Shares shares intended to be disposed of by such Holder, which might be all or the Holders and the intended method of distribution thereof) (a portion of such Holder’s Registrable Securities"Piggy-Back Registration"). The Company will, subject to Sections 3.5(c) and (f) below, shall use its commercially reasonable best efforts to effect cause the registration under the Securities Act managing underwriter or underwriters of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite any Proposed Registration to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationPledged Shares, the Company shall determine for Retained Shares and the Released Shares, if any reason not to proceed with the proposed registration of the securities to be sold by it(collectively, the Company may"Piggy-Back Shares"), at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the Company’s registration must sell their Registrable Securities a Piggy-Back Registration to the underwriters selected by the Company be included on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder similar securities of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or any other securityholder included therein and to permit the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules sale or other requirements disposition of a securities exchange listing or otherwise such Piggy-Back Shares in accordance with the intended method of distribution thereof, provided, however, in no event shall the Company be required to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on reduce the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested proposed to be sold by each such Holder (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 the Piggy-Back Shares to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided that any securities thereby allocated the Company shall give prompt notice thereof to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)Holders. Notwithstanding the foregoing, the Company shall have no obligations to Universal under this Agreement with respect to the Released Shares.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company Borrower proposes to register Common Shares any of its capital stock under the Securities 1933 Act (in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration statement on Form S-4 relating solely to the sale of securities to participants in the Borrower's stock plans or S-8, or any successor or other forms promulgated for similar purposes, employee benefit plans or (ii) a registration statement with respect relating solely to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated an transaction for similar purposes)which Form S-4 may be used, whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares.then: (ba) Any Holder wishing to exercise its Piggyback Registration Right The Borrower shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities andSecurities, thereuponand each such Holder shall have the right to request, shall be relieved by written notice given to the Borrower within 15 days of its obligation the date that such written notice was mailed by the Borrower to register any such Holder, that a specific number of Registrable Securities held by such Holder be included in connection with such registrationthe Piggy-Back Registration Statement (and related underwritten offering, and if any); (yb) if such registration involves If the Piggy-Back Registration Statement relates to an underwritten offering, all Holders the notice given to each Holder shall specify the name or names of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in . In addition such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration notice shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on also specify the number of securities to be underwrittenregistered for the account of the Borrower and for the account of its shareholders (other than the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by the Borrower, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; AGREEMENT (CONTINUED) (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities in such offering would materially adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering at the best price obtainable therefor, the aggregate number of Registrable Securities that may be sold by the Holders shall be limited to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as provided below. If the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included will in the offering, first, up to the maximum number of securities to be limited sold by the Borrower for its own account and for the account of other stockholders (other than Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in such other proportions as the managing underwriter or underwriters for the offering may require; provided, however, that in the event that the number of securities that, proposed to be sold in such underwritten offering exceeds the opinion number of securities that may be sold in such underwriter, should be included, offering pursuant to the terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by the Borrower of its securities to for its own account, there shall be included in the underwriting shall be allocatedoffering, first, up to the Company and, second, pro rata to all other requesting Holders on the basis of the relative maximum number of Registrable Securities then requested securities to be sold by each the Borrower for its own account and second, as to the balance, if any, securities to be sold for the account of the Borrower's stockholders (both the Holders of Registrable Securities requested and such Holder other stockholders of the Borrower requested to be included therein) on a pro rata basis; (provided that any securities thereby allocated e) Holders of Registrable Securities shall have the right to withdraw their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities; and (f) The exercise of the registration rights of the Holders with respect to any such Holder that exceed such Holder’s specific underwriters offering shall be subject to a 90-day delay at the request will be reallocated among of the remaining requesting Holders in like manner)managing underwriter.

Piggy Back Registration. (a) If at any Request for Registration. Each time on or after the date hereof, the Company proposes to register Common Shares file ------------------------ a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its securityholders of any class of equity security (other than (i) a registration statement on Form S-4 or S-8, S-8 (or any successor or other forms promulgated for similar purposessubstitute form that is adopted by the Commission), or (ii) a registration statement filed in connection with respect an exchange offer or the offering of securities solely to corporate reorganizations the Company's existing securityholders, or (iii) a demand or requested registration statement filed pursuant to the terms of any other transactions under Rule 145 registration rights granted by the Company pursuant to an agreement to which the Company is a party prior to the date hereof, which agreement, pursuant to the terms thereof, prohibits or otherwise restricts the inclusion in such demand or requested registration statement the securities of any other securityholder of the Securities Act Company other than the party making such demand or any successor rule promulgated for similar purposesrequest), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, then the Company shall give prompt written notice of such proposed filing to all Holders each Holder of Registrable Securities of its intention as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holder the opportunity to register Common Shares. such number of shares of Registrable Securities as each such Holder may request (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice which request must be made in writing and shall specify the number of Common Shares Registrable Securities intended to be disposed of by such Holder, which might be all or Holder and the intended method of distribution thereof) (a portion of such Holder’s Registrable Securities"Piggy-Back Registration"). The Company willshall permit, subject or, if the offering relating to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves a Piggy-Back Registration is an underwritten offering, all Holders shall use its best efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit, the Registrable Securities requesting requested to be included in the Company’s registration must sell their Registrable Securities such Piggy-Back Registration to the underwriters selected by the Company be included on the same terms and conditions as apply to any similar securities of the Company (including entering into an underwriting agreement in customary form with the or any other securityholder included therein and shall permit, or use its best efforts to cause such managing underwriter or underwriters selected to permit, the sale or other disposition of such Registrable Securities in accordance with such Holder's intended method of distribution thereof. Any Holder shall have the right to withdraw its request for such offering by the Company), as may be customary or appropriate inclusion of its Registrable Securities in combined primary and secondary offerings. (c) If a any registration requested statement pursuant to this Section 3.5 involves an underwritten public offering4 by giving written notice to the Company of such withdrawal. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, any Holder provided that the Company shall give immediate notice of such withdrawal to the Holders who requested Registrable Securities requesting to be included in such registration may elect, in writing at least one Piggy-Back Registration and shall reimburse such Holders for all reasonable out-of-pocket expenses (1including counsel fees and expenses) day incurred prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registrationwithdrawal. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If the Company at any time on or after more than one hundred eighty (180) days following the date hereof, the Company IPO proposes to register Common Shares any of its securities under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes)pursuant to the Exchange Act, collectively referred to as the "SECURITIES ACTS," whether or not for sale for its own account (includingaccount, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall time give prompt written notice to all Holders of Registrable Securities the Executive of its intention to register Common Shares. do so (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a "REGISTRATION NOTICE"). Upon the written notice request of the Executive, made within fifteen (15) business days after the receipt of the Company’s notice. Such Holder’s written notice Registration Notice, the Company shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable best efforts to effect the registration under the Securities Act Acts of all Registrable Securities such amount of the Executive's Common Stock as the Executive requests, by inclusion of the Executive's Common Stock in the registration statement that relates to the securities which the Company has been so requested proposes to register by the Holders thereofregister; PROVIDED, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided HOWEVER, that (x) if, at any time after giving written notice of its intention to register any securities the Registration Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to proceed with the proposed register or to delay registration of the securities to be sold by itsuch securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities the Executive (the "REFUSAL NOTICE") and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities the Executive's Common Stock in connection with such registrationterminated registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (yii) in the case of a determination to delay registering, shall be permitted to delay registering the Executive's Common Stock, for the same period as the delay in registering such other securities. Notwithstanding any other provision hereof, if in any registration of securities contemplated hereunder the managing underwriter for such registration involves an underwritten offering, all Holders of securities determines in its reasonable discretion that the inclusion of the Executive's Registrable Securities requesting to be included (or any portion thereof) in such registration would have a material detrimental effect on such registration, the Company’s registration must sell their Executive's Registrable Securities to (or the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (capplicable portion thereof) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to shall not be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company Ivanhoe proposes to register Common Shares file on its behalf and/or on behalf of any holder of its securities (other than a holder of Registrable Securities) a registration statement under the Securities Act on any form (other than (i) a registration statement on Form S-4 F-4 or S-8, S-8 (or any successor or other forms promulgated form) for similar purposes, or (ii) securities to be offered in a registration statement with respect transaction of the type referred to corporate reorganizations or other transactions under in Rule 145 of under the Securities Act or to employees of Ivanhoe pursuant to any successor rule promulgated employee benefit plan, respectively) for similar purposesthe registration of Ivanhoe Shares (a “Piggy-Back Registration”), whether or not for sale for its own account it shall give written notice to Selling Shareholder at least twenty (including, without limitation, any 20) days before the initial filing with the SEC of such piggy-back registration effected pursuant to Section 3.1 hereofstatement (a “Piggy-Back Registration Statement”), which notice shall set forth the number of Ivanhoe Shares Ivanhoe and other holders, if any, then contemplate including in a manner which would permit such registration and the intended method of Registrable Securities for sale to the public under the Securities Act, each Holder disposition of such Ivanhoe Shares. The notice shall have the right offer to include in such registration all or part of filing the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders aggregate number of Registrable Securities of its intention to register Common Sharesas Selling Shareholder may request. (b) Any Holder wishing If Selling Shareholder desires to exercise its Piggyback Registration Right have Registrable Securities registered under this Section 3, it shall deliver to the Company a written notice advise Ivanhoe in writing within fifteen ten (1510) days after the date of receipt of the Company’s notice. Such Holder’s written notice such offer from Ivanhoe of its desire to have Registrable Securities registered under this Section 3, and shall specify set forth the number of Common Shares intended Registrable Securities for which registration is requested. Ivanhoe shall thereupon include, or in the case of a proposed underwritten public offering, use its reasonable best efforts to be disposed cause the managing underwriter or underwriters to permit such Selling Shareholder to include, in such filing the number of Registrable Securities for which registration is so requested by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company willSelling Shareholder, subject to Sections 3.5(c) and paragraph (fc) below, and shall use its commercially reasonable best efforts to effect the registration of such Registrable Securities under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) if, at any time after giving written notice of its intention to register any securities and prior to the effective date Act. Any withdrawal of the registration statement filed in connection with such registration, the Company shall determine by Ivanhoe for any reason not to proceed with the proposed registration shall constitute and effect an automatic withdrawal of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offeringsPiggy-Back Registration related thereto. (c) If a registration requested pursuant the Piggy-Back Registration relates to this Section 3.5 involves an underwritten public offeringoffering and the managing underwriter of such proposed public offering advises Ivanhoe and Selling Shareholder in writing that, any Holder in its opinion, the number of Registrable Securities requesting requested to be included in the Piggy-Back Registration in addition to the securities being registered by Ivanhoe or any other security holder would be greater than the total number of securities which can be sold in the offering without having a material adverse effect on the distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then: (i) in the event Ivanhoe initiated the Piggy-Back Registration, Ivanhoe shall include in such Piggy-Back Registration first, the securities Ivanhoe proposes to register and second, the securities of all other selling security holders, including Selling Shareholder, to be included in such registration may electPiggy-Back Registration in an amount that together with the securities Ivanhoe proposes to register, in writing at least one (1) day prior to shall not exceed the first use Maximum Number of a preliminary prospectus in connection with Securities, such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting amount to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating allocated among such selling security holders on a pro Back to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. Contents rata basis (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered.of Ivanhoe held by each such selling security holder); and (fii) If in the event any holder of securities of Ivanhoe initiated the Piggy-Back Registration, Ivanhoe shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any other selling security holders (including Selling Shareholder), in an amount that together with the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation pro rata basis (based on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold Ivanhoe held by each such Holder (provided that selling security holder) and third, any securities thereby allocated Ivanhoe proposes to register, in an amount that together with the securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Securities. (d) Ivanhoe shall not hereafter enter into any such Holder agreement that exceed such Holder’s request will be reallocated among is inconsistent with the remaining requesting Holders rights of priority provided in like mannerSection 3(c).

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes shall determine to register Common Shares under the Securities Act (including pursuant to a Demand Registration) any of its Common Stock (other than (i) a registration statement on Form S-4 or S-8relating solely to the sale of securities to participants in a Company employee benefits plan, or any successor or other forms promulgated for similar purposes, or (ii) a registration on any form which does not include substantially the same information regarding the Company as would be required to be included in a registration statement with respect covering the sale of the Registrable Securities, (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or (iv) a registration relating to a corporate reorganizations reorganization or other transactions transaction under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act), it shall send to each Holder written notice of such determination, and, if within twenty (20) days after receipt of such notice, such Holder shall have so request in writing, the right Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities held by that such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so requests to be registered; provided , except that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at and its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require impose a limitation on the number of shares of Common Stock included in any such registration statement if such limitation is necessary based on market conditions, in accordance with the following: (b) If such registration involves an underwritten public offering and the total amount of securities requested to be underwrittenincluded 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 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, if applicable, among the Holders requesting to sell Registrable Securities under Section 2.1 according to each such Holder’s Ownership Percentage, (C) third, among the Holders requesting to sell Registrable Securities under this Section 2.2 according to each such Holder’s Ownership Percentage and (D) fourth, to the extent additional securities may be included therein, pro rata among the other selling stockholders according to the total amount of securities held or deemed held by each such stockholder); provided, however, that in any registration covered by this Section 2.2, the number of securities that may shares requested to be included will by the Holders shall not be limited to reduced below twenty-five percent (25%) of the total number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocatedregistration, first, to unless such offering is the Company and, second, pro rata to all other requesting Holders on the basis initial public offering of the relative Company’s Common Stock and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than sixty six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold in the offering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities then requested and which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing persons shall be deemed to be sold a single “selling stockholder”, and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights held or deemed held by each all entities and individuals included in such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders “selling stockholder,” as defined in like manner)this sentence.

Piggy Back Registration. (a) If at any time on or after a. Subject to the date hereofprovisions of the Agreement, if the Company Corporation proposes to register Common Shares file a registration statement under the Securities Act Act, including a Demand Registration or a Demand Shelf Registration, with respect to an offering of any equity securities by the Corporation for its own account or for the account of any of its equity holders (other than (i) a registration statement on Form S-4 or S-8, S-8 or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of substitute form that may be adopted by the Securities Act SEC or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationan exchange offer or offering of securities solely to the Corporation's existing security holders), then the Company Corporation shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination proposed filing to each Holder the Holders of the Registrable Securities as soon as practicable (but in no event less than 10 days before the anticipated initial filing date of such registration statement), and such notice shall offer the Holders the opportunity to register such number of Registrable Securities andas each Holder may request (a "Piggyback Registration"). Subject to Section 3(b) hereof, thereupon, the Corporation shall be relieved of its obligation to register any include in each such Piggyback Registration all Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the Company’s registration must sell their for such offering; provided, however, that the Corporation may at any time withdraw or cease proceeding with such registration. Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder's Registrable Securities from a Piggyback Registration at any time prior to the underwriters selected effective date thereof. b. The Corporation shall use all commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company Corporation not in contravention of Section 9 hereof and that are on a parity with the registration rights granted hereunder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Corporation shall not be required to include any holder's Piggyback Securities in such offering unless such holder accepts the terms of the underwriting agreement between the Corporation and the managing Underwriter or Underwriters and otherwise complies with the provisions of Section 8 below. If such offering is a Demand Registration pursuant to Section 2(a), then the provisions of Section 2(d) shall apply with respect to any reduction in the amount of securities being registered. In all other offerings that are underwritten, if the managing Underwriter or Underwriters of such proposed underwritten offering advise the Corporation in writing that in their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to cause a Material Adverse Effect, then in such event the securities to be included in such offering shall be allocated first to the Company (including entering into an underwriting agreement Corporation, and then, to the extent that any additional securities can, in customary form with the underwriter opinion of such managing Underwriter or underwriters selected for Underwriters, be sold without any such offering by Material Adverse Effect, pro rata among the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration holders of Piggyback Securities on the basis of the number of shares of Fully-Diluted Common Stock requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated holder; provided, however, if at the time of such allocation the market price of Common Stock is less than the then conversion price of the Preferred Stock, then for purposes of such allocation the conversion price of the Preferred Stock shall be assumed to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)then market price of the Common Stock.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register Common Shares file a registration statement under the Securities Act with respect to an offering by the Company of any class of equity security for cash, including any security convertible into or exchangeable for any equity securities (other than (i) a registration statement on Form S-4 or S-8, S-8 (or any successor or other forms promulgated substitute form for similar purposescomparable purposes that may be adopted by the Commission), or (ii) a registration statement filed in connection with respect an exchange offer or an offering of securities solely to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes)Company's existing security holders, whether or not for sale for its own account (including, without limitation, any iii) in connection with the registration effected statement that is on a form pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part an offering of the Registrable Securities held by such Holder cannot be registered or (the “Piggyback Registration Right”iv) pursuant to Article 3 hereof). At such time, then the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, each case give written notice of such determination proposed filing to each Holder the Holders at least 30 days before the anticipated filing date, and such notice shall offer the Holders the opportunity to register such number of Registrable Securities and, thereupon, shall be relieved as each such Holder may request. Upon the written request of any Holder received by the Company within 15 business days after the date of the Company's delivery of its obligation notice to register any the Holders of its intention to file such a registration statement, the Company shall, subject to the conditions and in accordance with the procedures set forth herein, use its best efforts to cause the managing underwriter or underwriters, if any, of a proposed underwritten offering to permit the Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested by the Holder to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company statement for such offering on the same terms and conditions as apply to any similar securities of the Company included therein (including entering into an underwriting agreement in customary form with a "Piggy-Back Registration"). Notwithstanding the foregoing, if the managing underwriter or underwriters selected of an offering indicates in writing to the Holders who have requested that their Registrable Shares be included in such offering, its reasonable belief that because of the size of the offering intended to be made, the inclusion of the Registrable Securities requested to be included might reasonably be expected to jeopardize the success of the offering of the securities of the Company to be offered and sold by the Company for its own account, then the amount of securities to be offered for the account of the Holders shall be reduced on a pro rata basis with all sellers (whether or not such sellers are Holders) other than the Company 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 underwriters. The Company will bear all Registration Expenses (as hereinafter defined) in connection with a Piggy-Back Registration. (b) The Company may, without the consent of any Selling Holder, withdraw any registration statement prior to the effectiveness thereof and abandon any proposed offering initiated by the Company), as may be customary or appropriate notwithstanding the request of a Holder to participate therein in combined primary and secondary offeringsaccordance with this Section 2, if the Company determines that such action is in the best interests of the Company. (c) If a registration requested pursuant Notwithstanding anything contained herein to the contrary, the Company will have no obligation under this Section 3.5 involves an underwritten public offering2 to register any Registrable Securities unless at least 20,000 shares (as adjusted for stock splits, any Holder stock dividends or similar transaction) of Registrable Securities requesting in the aggregate are requested to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If Piggy-Back Rights. If, at any time on or after during the date hereofRegistration Period, the Company REIT proposes to register Common Shares file a Registration Statement under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations an offering of Common Shares, or securities or other transactions under Rule 145 of the Securities Act obligations exercisable or any successor rule promulgated for similar purposes)exchangeable for, whether or not for sale convertible into, Common Shares, by REIT for its own account or for any other shareholder of REIT for such shareholder’s account, other than a Registration Statement (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (bi) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationany employee benefit plan, the Company (ii) for an exchange offer or offering of securities solely to REIT’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of REIT, (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or successor form), then REIT shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, (x) give written notice of such determination proposed filing to each Holder Shareholder as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of Registrable Securities andsecurities to be included in such offering, thereuponthe intended method(s) of distribution, shall be relieved and the name of its obligation to register any Registrable Securities in connection with such registrationthe proposed managing Underwriter(s), if any, of the offering and (y) if offer to each Shareholder in such registration involves an underwritten offering, all Holders notice the opportunity to register the sale of such number of its Registrable Securities requesting as Shareholder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). If a Shareholder so requests to register the sale of some of its Registrable Securities, REIT shall cause such Registrable Securities to be included in the Company’s registration must sell their Registration Statement and shall use commercially reasonable efforts to cause the managing Underwriter(s) of the proposed underwritten offering to permit the Registrable Securities requested to be included in the underwriters selected by the Company Piggy-Back Registration to be included on the same terms and conditions as apply any similar securities of REIT and other shareholders of REIT and to permit the Company (including entering sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If the Piggy-Back Registration involves one or more Underwriters, Shareholder shall enter into an underwriting agreement in customary form with the underwriter or underwriters Underwriter(s) selected for such offering Piggy-Back Registration by REIT, complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the Company), terms of such underwriting agreement and furnish to REIT such information as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters REIT may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, writing for inclusion in the opinion of Registration Statement or such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided information that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)is otherwise customary.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register Common Shares file on its behalf and/or on behalf of any holder of its securities (other than a holder of Registrable Securities) a registration statement under the Securities Act on any form (other than (i) a registration statement on Form S-4 or S-8, S-8 or any successor or other forms promulgated form for similar purposes, or (ii) securities to be offered in a registration statement with respect transaction of the type referred to corporate reorganizations or other transactions under in Rule 145 of under the Securities Act or to employees of the Company pursuant to any successor rule promulgated employee benefit plan, respectively) for similar purposesthe registration of Common Stock (a “Piggy-Back Registration”), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall it will give prompt written notice to all Holders at least 20 days before the initial filing with the SEC of such piggy-back registration statement (a “Piggy-Back Registration Statement”), which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities of its intention to register Common Sharesas such Holders may request. (b) Any Each Holder wishing desiring to exercise its Piggyback Registration Right have Registrable Securities registered under this Section 3 (“Participating Piggy-Back Holders”) shall deliver to advise the Company a written notice in writing within fifteen (15) ten days after the date of receipt of such offer from the Company’s notice. Such Holder’s written notice shall specify , setting forth the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion amount of such Holder’s Registrable SecuritiesSecurities for which registration is requested. The Company willshall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to Sections 3.5(c) and paragraph (fc) below, and shall use its commercially reasonable efforts to effect the registration of such Registrable Securities under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offeringsAct. (c) If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 3, and the shares of Common Stock, if any, as to which registration has been requested pursuant to this Section 3.5 involves an underwritten public offeringthe written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any Holder such registration: (i) If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities, if any, comprised of Option Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; (ii) If the registration is a “demand” registration undertaken at the demand of holders of Option Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares; and (iii) If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable Securities requesting to or of Option Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be included in such registration may electsold without exceeding the Maximum Number of Shares; (B) second, in writing at least one (1) day prior to the first use extent that the Maximum Number of a preliminary prospectus in connection Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), collectively the shares of Common Stock or other securities comprised of Option Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof and of the Unit Purchase Option, as applicable, that can be sold without exceeding the Maximum Number of Shares; and (E) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B), (C) and (D), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such registrationpersons, not to register such securities in connection with such registrationthat can be sold without exceeding the Maximum Number of Shares. (d) All Holders of Registrable Securities requesting to be included in The Company will not hereafter enter into any registration shall cooperate agreement, which is inconsistent with the Company rights of priority provided in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offeringparagraph (c) above. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If at any time on or after the date hereof, a Public Offering the Company proposes intends to register Common Shares file on its behalf or on behalf of any of its securityholders a registration statement in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities of the same class held by the Holder, other than a registration statement on Form S-8 or Form S-4 (or any successor forms) or in any other transaction of the type specified in Rule 145 under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposesforms), whether or not for sale for its own account then the Company shall give written notice (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration an "Intended Offering Notice") of Registrable Securities for sale such intention to the public under Holder at least 20 Business Days prior to the Securities Act, each Holder anticipated filing date of such registration statement. Such Intended Offering Notice shall have the right offer to include in such registration all or part of statement for offer to the Registrable Securities held by public such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders number of Registrable Securities as the Holder may request subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of its intention securities proposed to register Common Sharesbe registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. If the Holder desires to have Registrable Securities included in such registration statement and offered to the public it shall so advise the Company in writing (the written notice of the Holder being a "Piggy-back Notice") not later than 10 Business Days after the Company's delivery to the Holder of the Intended Offering Notice, setting forth the number of Registrable Securities that the Holder desires to have included in the registration statement and offered to the public. Upon the request of the Company, the Holder shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the proposed offering. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify in writing that in its or their opinion the number of Common Shares intended securities proposed to be disposed of by registered exceeds the number that can be sold in such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationoffering, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included include in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwritermanaging underwriter or underwriters, should can be includedsold as follows: (i) first, the securities that the Company proposes to sell on its own behalf or, if the Registration is in response to a demand registration right of the Holder pursuant to Section 2(a) hereof, or any other Person pursuant to Section 2(a) -6- 7 of the Parallel Registration Rights Agreement the Applicable Securities requested to be registered pursuant to the applicable demand registration request, and (ii) second, pro rata among the securities Applicable Securities requested to be included in the underwriting shall be allocated, first, such Registration pursuant to the Company and, second, pro rata to all other requesting Holders on the basis terms of Section 3(a) hereof and Section 3(a) of the relative number Parallel Registration Rights Agreement (iii) third, if any, securities held by other shareholders of Registrable Securities then the Company who have requested that their securities be included in such Registration Statement. (c) The rights of the Holders pursuant to be sold by Section 2 hereof and this Section 3 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the extent expressly provided otherwise herein). Subject to Section 2 hereof, the Company may abandon and/or withdraw any registration as to which rights under Section 3 may exist at any time and for any reason without liability hereunder. In such event, the Company shall promptly notify each such Holder (provided Person that any securities thereby allocated has delivered a Piggy-back Notice to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)participate therein.

Piggy Back Registration. (a) If at any time on or after the date hereofFollowing a Qualified IPO, if the Company proposes to register Common Shares any of its Class A Units under the Securities Act (other than (i) except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a registration statement made on Form S-4 or S-8S-4, or any successor or other forms promulgated thereto then in effect) and the registration form to be used may be used for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the a “Piggyback Registration RightRegistration”). At , it will, at each such time, the Company shall give prompt written notice to all Holders of Registrable Securities the Investors of its intention to register Common Sharesdo so. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to Upon the Company a written notice within fifteen request of an Investor (15) days after the receipt of the Company’s notice. Such Holder’s written notice which request shall specify the number of Common Shares Registrable Securities intended to be registered or disposed of by such HolderInvestor) received within 20 Business Days after the delivery of the Company’s notice of registration, which might be all or a portion of such Holder’s Registrable Securities. The the Company willshall, subject to Sections 3.5(c) and (f) belowthe limitations set forth in this Agreement, use its commercially reasonable efforts to effect the include in such registration under the Securities Act of all Registrable Securities which the Company such Investor has been so requested to register by be registered or sold. (c) If the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationPiggyback Registration is an underwritten offering, the Company shall determine for select the investment banker(s) and manager(s) that will administer the offering. (d) If any reason not to proceed with the proposed registration of the securities to be sold by it, managing underwriters gives the Company may, at its election, give written notice opinion that the total number or dollar amount of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting securities requested to be included in the Company’s registration exceeds the number of dollar amount of securities that can be sold, the Company will include the securities in the registration in the following order of priority: first, all securities the Company proposes to sell, and second, securities allocated among all selling stockholders of the Company in proportion to the number of Registrable Securities owned by each such selling stockholder (including the Investors) or in such other proportions as shall consented to by holders of a majority of such Registrable Securities. All persons whose securities are included in the Piggyback Registration must sell their Registrable Securities to the underwriters selected by the Company securities on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering securities being sold by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall will pay all Registration Expenses incurred registration expenses, other than underwriting discounts and selling commissions, in connection with each registration Piggyback Registration of Registrable Securities, including the reasonable fees of one counsel to the Selling Investors (as defined below) participating in such Piggyback Registration as a group (selected by a majority in interest of the holders of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred who participate in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like mannerPiggyback Registration).

Piggy Back Registration. (a) If at any time on or after Subject to the date hereofprovisions of this Agreement, if the Company proposes to register Common Shares file a registration statement under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 an offering of any equity securities by the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale Company for its own account or for the account of any of its equity holders (including, without limitation, any registration effected pursuant to Section 3.1 hereofother than an Exempt Registration Statement), then the Company shall give written notice of such proposed filing to Clear Channel as soon as practicable (but in a manner which would permit no event less than 30 days before the anticipated effective date of such registration statement), and such notice shall offer Clear Channel the opportunity to register such number of Registrable Securities for sale as Clear Channel may request (a "Piggyback Registration"). Subject to Section 3(b), the public under the Securities Act, each Holder Company shall have the right to include in each such Piggyback Registration all Registrable Securities requested to be included in the registration for such offering by Clear Channel. Clear Channel shall be permitted to withdraw all or part of the Registrable its Piggyback Securities held by such Holder (the “from a Piggyback Registration Right”). At such time, at any time prior to the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shareseffective date thereof. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, shall use its all commercially reasonable efforts to effect cause the registration under the Securities Act managing Underwriter or Underwriters of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite a proposed underwritten offering to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the Company’s registration must sell their Registrable Securities statement for such offering under Section 3(a) (the "Piggyback Securities") to the underwriters selected by the Company be included on the same terms and conditions as apply any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include Clear Channel's Piggyback Securities in such offering unless Clear Channel accepts the terms of the underwriting agreement between the Company and the managing Underwriter or Underwriters and otherwise complies with the provisions of Section 8 below. Furthermore, if, (i) prior to the Conversion Date or (ii) subsequent to the Conversion Date and subsequent to the exercise or termination of all demand registration rights granted to the Tich▇▇▇▇ ▇▇▇ders, the managing Underwriter or Underwriters of a proposed underwritten offering advise the Company (in writing that in their opinion the total amount of securities, including entering into an underwriting agreement Piggyback Securities and other securities proposed to be registered by Other Holders pursuant to similar piggyback registration rights, to be included in customary form with the underwriter or underwriters selected for such offering by is sufficiently large to materially and adversely affect the Companyprice or success of the Offering (a "Material Adverse Effect"), as may then in such event the securities to be customary included in such offering shall be allocated first to the party initiating the proposed underwritten offering; second, to the extent that any additional securities can, in the opinion of such managing Underwriter or appropriate in combined primary and secondary offerings. Underwriters, be sold without any such Material Adverse Effect, pro rata (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder based on the number of Registrable Securities requesting and other securities requested to be included in such registration may electby Clear Channel or any Other Holder) among Clear Channel and the Other Holders registering securities of the Company pursuant to similar piggyback registration rights; and third, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with extent the Company in all reasonable respects by supplying information and executing documents relating to is not the party initiating such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of any additional securities to be underwritten, the number of securities that may be included will be limited to the number of securities thatcan, in the opinion of such underwritermanaging Underwriter or Underwriters, should be included, and the securities to be included in the underwriting shall be allocated, firstsold without any Material Adverse Effect, to the Company andCompany. If, secondsubsequent to the Conversion Date, pro rata but prior to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).exercise or

Piggy Back Registration. (a) If the Company at any time on or after the date hereof, the Company proposes for any reason to register Common Shares any of its securities under the Securities Act (other than (i) a registration statement registrations on Form Forms S-4 or S-8, S-8 or any similar or successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposesform), whether or not for sale for its own account (including, without limitation, any registration effected other than pursuant to Section 3.1 3 hereof), in a manner which would permit registration it shall each such time promptly give written notice to Purchasers and the then holders of Registrable Securities for sale Covered Shares (if different from Purchasers) of its intention so to do, and, upon the public under the Securities Actwritten request, each Holder shall have the right to include in given within 30 days after receipt of any such registration all notice, of any holder or part holders of the Registrable Securities held Covered Shares then outstanding, to register any Covered Shares (which request shall specify the Covered Shares intended to be sold or disposed of by such Holder (holders and shall state the “Piggyback Registration Right”intended method of disposition of such Covered Shares by the prospective seller). At such time, the Company shall give prompt written notice use its best efforts to cause all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common such Covered Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration registered under the Securities Act promptly upon receipt of the written request of such holders for such registration, all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by the prospective seller or sellers of the Registrable Securities Covered Shares so to be registered; provided . In the event that (x) 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 proceed with the proposed registration by the Company is, in whole or in part an underwritten public offering of securities of the securities Company, any request pursuant to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation this Section 4(a) to register any Registrable Securities in connection with Covered Shares shall specify that such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting shares are to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company underwriting (a) on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or Common Shares, if any, otherwise being sold through underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in under such registration may elect, or (b) on terms and conditions comparable to those normally applicable to offerings of Common Shares in writing at least one (1) day prior to reasonably similar circumstances in the first use of a preliminary prospectus in connection with event that no other Common Shares are being sold through underwriters under such registration; PROVIDED, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and HOWEVER, that if the managing underwriter determines in good faith and advises in writing that the inclusion of all Covered Shares proposed to be included therein by the Company would interfere with the successful marketing factors require a limitation on (including pricing) of such securities, then the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities Covered Shares to be included in the underwriting underwritten public offering shall be allocatedreduced PRO RATA among the holders of Covered Shares (based upon the total number of Covered Shares then outstanding). (b) If the Company, firstat any time proposes for any reason to distribute any of its securities by way of a prospectus filed in accordance with any provincial securities regulations (a "Canadian Prospectus"), the Company shall each such time promptly give written notice to Purchasers and the then holders of Covered Shares (if different from Purchasers) of its intention to do so, and, upon the written request, given within 30 days after receipt of any such notice, of any holder or holders of the Covered Shares then outstanding, to qualify the Company and, second, pro rata to all other requesting Holders on distribution of such Covered Shares by the basis of Canadian Prospectus (which request shall specify the relative number of Registrable Securities then requested Covered Shares intended to be sold or disposed of by each such Holder holders and shall state the intended method of disposition of such Covered Shares by the prospective seller). The Company shall promptly use its best efforts to cause the proposed distribution of all such Covered Shares to be qualified by the Canadian Prospectus promptly upon receipt of the written request of such holders, all to the extent requisite to permit the sale or other disposition (provided in accordance with the intended methods thereof, as aforesaid) by the prospective seller or sellers of the Covered Shares so qualified. In the event that the proposed distribution by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any securities thereby allocated request pursuant to any this Section 4(b) to qualify the distribution of Covered Shares shall specify that such Holder shares are to be included in the underwriting: (i) on the same terms and conditions as the Common Shares, if any, otherwise being sold through underwriters under such distribution; or (ii) on terms and conditions comparable to those normally applicable to offerings of common shares in reasonably similar circumstances in the event that exceed no other Common Shares are being sold through underwriters under such Holder’s request will distribution; PROVIDED HOWEVER, that if the lead underwriter determines in good faith and advises in writing that the inclusion of all Covered Shares proposed to be reallocated included therein by the Company would interfere with the successful marketing (including pricing) of such securities, then the number of Covered Shares to be included in the underwritten public offering shall be reduced PRO RATA among the remaining requesting Holders in like mannerholders of the Covered Shares (based upon the total number of Covered Shares then outstanding).

Piggy Back Registration. (a) If at any time on or after during the date hereof, Registration Period the Company Corporation proposes to register file a Prospectus (which may include a Prospectus Supplement) in Canada and/or with the SEC in order to permit the issuance of its Common Shares under the Securities Act pursuant to a public offering (other than (ia Prospectus or Prospectus Supplement filed in connection with an at-the-market sales program) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account or the account of another (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration unless the legal form of the prospectus specifically excludes the offering of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”Prospectus). At such time, the Company Corporation shall give prompt written notice to all Holders of Registrable Securities of its intention to register do so to the Holders and shall use reasonable efforts to include in the proposed distribution such number of Designated Registrable Securities (the “Piggy Back Registrable Securities”) as the Holders shall request (such offering hereinafter referred to as a “Piggy Back Registration”) within five business days after the giving of such notice (provided that if the Corporation expects such offering to be conducted as a block trade or bought deal and such expectation is indicated in the applicable notice, then the Holders shall have one business day after the giving of notice by the Corporation to provide such request), upon the same terms (including the method of distribution) as such distribution (such Holders being the “Piggy Back Holders”). If the managing underwriter or underwriters advise(s) the Corporation that, in such firm’s reasonable and good faith view, the number of Piggy Back Registrable Securities and other securities requested to be included in such Piggy Back Registration exceeds the number that can be sold in such offering without having a material adverse effect upon the price, timing or distribution of the offering and sale of the Piggy Back Registrable Securities and other securities or otherwise materially adversely affect its success, then the Corporation shall include in such Piggy Back Registration: (i) first, the Common SharesShares to be included by the Corporation in such Piggy Back Registration; (ii) second, the Piggy Back Registrable Securities sought to be included that can be sold without having the adverse effect referred to above, allocated pro rata among all such Piggy Back Holders on the basis of the number of Registrable Securities owned by each such Piggy Back Holder or in such manner as they may otherwise agree in writing. (b) Any Holder wishing of Registrable Securities shall have the right to exercise its Piggyback withdraw from a Piggy Back Registration Right shall deliver for any or no reason whatsoever upon written confirmation to the Company a written notice within fifteen Corporation and the managing underwriter or underwriters (15if any) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify intention to withdraw from such Piggy Back Registration prior to (i) in the number case of Common Shares intended to be disposed of by such Holderan underwritten offering, the date on which might be all or a portion of such Holder’s Registrable Securities. The Company willthe roadshow for the offering is launched, subject to Sections 3.5(c) and (fii) belowotherwise, use its commercially reasonable efforts the date of any Qualifying Prospectus with respect to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that such Piggy Back Registration (xc) if, The Corporation may 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 proceed with the proposed registration of the securities to be sold by it, the Company mayQualifying Prospectus, at its electionsole discretion and without the consent of the Holders, give written notice of withdraw such determination Prospectus and abandon the proposed distribution in which the Holders requested to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registrationparticipate. (d) All The failure of the Holders of Registrable Securities requesting to respond within the periods referred to in Section 2.2(a) shall be deemed to be included a waiver of the Holders’ rights, in any registration shall cooperate respect of the specific offering only, under subsection Section 2.2(a) with the Company in all reasonable respects by supplying information and executing documents relating respect to such Holder or Piggy Back Registration. The Holders may also waive their rights, in respect of the Registrable Securities owned specific offering only, under this Section 2.2(a) by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating giving written notice to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offeringCorporation. (e) The Company shall pay all Registration Expenses incurred in connection with each registration No offering of Registrable Securities under this Section 2.2(a) shall relieve the Corporation of its obligations to effect Demand Registrations pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered2.1(a). (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and In the managing underwriter determines in good faith event that marketing factors require a limitation on the number of securities Prospectus proposed to be underwrittenfiled by the Corporation in Canada will not be filed with the SEC with a corresponding Registration Statement, then the number of securities that may Piggy Back Registration will not be included will be limited required to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis include registration of the relative number of Piggy Back Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among under the remaining requesting Holders in like manner)U.S. Securities Act.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company Borrower proposes to register Common Shares any of its capital stock under the Securities 1933 Act (in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration statement on Form S-4 relating solely to the sale of securities to participants in Borrower's stock or S-8, stock option plans or any successor or other forms promulgated for similar purposes, employee benefit plans or (ii) a registration statement with respect relating solely to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated a transaction for similar purposes)which Form S-4 may be used, whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares.then: (ba) Any Holder wishing to exercise its Piggyback Registration Right Borrower shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities andSecurities, thereuponand each such Holder shall have the right to request, shall be relieved by written notice given to Borrower within 15 days of its obligation the date that such written notice was mailed by Borrower to register any such Holder, that a specific number of Registrable Securities held by such Holder be included in connection with the Piggy-Back Registration Statement (and related underwritten offering, if any) and the states in which such registration, and Registrable Securities are to be sold; (yb) if such registration involves If the Piggy-Back Registration Statement relates to an underwritten offering, all Holders the notice given to each Holder shall specify the name or names of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering by the Company)offering. In addition, as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration notice shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on also specify the number of securities to be underwrittenregistered for the account of Borrower and for the account of its shareholders (other than the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by Borrower, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, lock-up agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities in such offering would materially adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering at the best price obtainable therefor, the aggregate number of Registrable Securities that may be sold by the Holders shall be limited to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as provided below. If the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included will in the offering, first, up to the maximum number of securities to be limited sold by Borrower for its own account and for the account of other stockholders (other than Agreement (Continued) -------------------------------------------------------------------------------- Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in such other proportions as the managing underwriter or underwriters for the offering may require; PROVIDED, HOWEVER, that in the event that the number of securities that, proposed to be sold in such underwritten offering exceeds the opinion number of securities that may be sold in such underwriter, should be included, offering pursuant to the terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by Borrower of its securities to for its own account, there shall be included in the underwriting shall be allocatedoffering, first, up to the Company and, second, pro rata to all other requesting Holders on the basis of the relative maximum number of Registrable Securities then requested securities to be sold by each Borrower for its own account and second, as to the balance, if any, securities to be sold for the account of Borrower's stockholders (both the Holders of Registrable Securities requested and such Holder other stockholders of Borrower requested to be included therein) on a PRO RATA basis; (provided that any securities thereby allocated e) Holders of Registrable Securities shall have the right to withdraw their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities; (f) The exercise of the registration rights of the Holders with respect to any such Holder that exceed such Holder’s specific underwritten offering shall be subject to a 90-day delay at the request will of the managing underwriter; (g) All demand and piggy-back registration rights of the Holders shall terminate when all of the Registrable Securities Then Outstanding may be reallocated among the remaining requesting Holders in like mannersold pursuant to Rule 144(k).

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes intends to register Common Shares file on its behalf or on behalf of any of its stockholders (including Covered Holders with respect to Registrable Secu- rities) a registration statement in connection with a public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act (of Registrable Securities of the same class held by such Covered Holder, other than (i) a registration statement on Form S-8 or Form S-4 or S-8, or any successor form or other forms promulgated for similar purposes, or then the Company shall give written notice (iian "Intended Offering Notice") a registration statement with respect of such intention to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale each Covered Holder at least 30 business days prior to the public under the Securities Act, each Holder anticipated filing date of such registration statement. Such Intended Offering Notice shall have the right offer to include in such registration all statement for offer to the public such number or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders amount of Registrable Securities as each such Covered Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of its intention securities proposed to register Common Sharesbe registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and (if available or as soon as available) a good faith estimate (which may be a range) by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Any Covered Holder desiring to have Registrable Securities included in such registration statement and offered to the public shall so advise the Company in writing (the written notice of any such Covered Holder being a "Piggy-back Notice") not later than 10 business days after the Company's delivery to the Covered Holders of the Intended Offering Notice, setting forth the number of Registrable Securities such Covered Holder desires to have included in the registration statement and offered to the public. Upon the request of the Company, such Covered Holders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. No Covered Holder shall be entitled to be named as a selling stockholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Covered Holder is an Electing Holder. (b) Any No Covered Holder wishing shall be entitled to exercise its Piggyback be named as a selling stockholder in the Registration Right Statement as of the Effective Time, and no Covered Holder shall deliver be entitled to use the Prospectus forming a part thereof for sales of Registrable Securities at any time, unless such Covered Holder has returned a completed and signed Notice and Questionnaire to the Company a written notice within fifteen (15) at least two business days after before the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) if, at any time after giving written notice of its intention to register any securities and prior to the effective anticipated filing 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 by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included specified in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offeringsIntended Offering Notice. (c) If a registration requested pursuant to this Section 3.5 involves In connection with an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to if the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with managing underwriter or underwriters advise the Company in all reasonable respects by supplying information and executing documents relating to such Holder writing that in its or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on their opinion the number of securities so registered. (f) If a registration pursuant proposed to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on be registered exceeds the number of securities to that can be underwrittensold in such offering, the number of securities that may be included will be limited to Company shall include in such Registration the number of securities that, in the opinion of such underwritermanaging underwriter or underwriters, should can be includedsold as follows: (i) first, and the securities that the Company proposes to sell on its behalf or, if the offering is a demand registration the securities proposed to be sold for the stockholder or stockholders initiating such demand registration, as the case may be, (ii) second, the Applicable Securities requested to be included in the underwriting shall be allocated, first, to the Company and, secondsuch Registration, pro rata among the Electing Holders who are Covered Holders which have requested their Applicable Securities to all be included therein, and (iii) third, other requesting Holders on the basis of the relative number of Registrable Securities then securities requested to be sold by included in such Registration. (d) The rights of the Covered Holders pursuant to Section 2 hereof and this Section 3 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section. Notwithstanding anything herein to the contrary, the Company may abandon and/or withdraw any registration (other than pursuant to Section 2 hereof) as to which any right under this Section 3 may exist at any time and for any reason without liability hereunder. In such event, the Company shall so notify each such Holder (provided that any securities thereby allocated to any such Covered Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)has delivered a Piggy-back Notice to participate therein.

Piggy Back Registration. (a) a. If at any time on or after the date hereof, the Company proposes to register Common Shares file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than (i) a registration statement on Form Forms S-4 or S-8, S-8 (or any their successor forms) or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationan exchange offer or an offering of securities solely to the Company's existing stockholders), then the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, in each case give written notice of such determination proposed filing to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all the Holders of Registrable Securities requesting at least twenty days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. The Company shall use reasonable diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of Registrable Securities requested to be included in the Company’s registration must sell their Registrable Securities for such offering to the underwriters selected by the Company include such securities in such offering on the same terms and conditions as apply to any similar securities of the Company (including entering into an underwriting agreement in customary form with included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters selected for of such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If delivers a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior written opinion to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with that the total amount of securities which they and the Company and any other Persons intend to include in all reasonable respects by supplying information such offering is sufficiently large to materially and executing documents relating to adversely affect the success of such Holder or offering, then the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration amount of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to be offered for the accounts of Holders of Registrable Securities sold by Holders incurred and other Persons who have the contractual right to have securities included in connection the offering shall, to the extent not inconsistent with each registration pursuant to this Section 3.5 shall be borne by the Holders contractual obligations of the Registrable Securities so registered Company existing on the date hereof, be reduced pro rata based on the number amount of securities so registered. (f) If a registration each has requested to be included in the offering pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited such contractual rights to the number of securities thatextent necessary, in the opinion of such managing underwriter, should be included, and to reduce the total amount of securities to be included in the underwriting shall be allocated, first, such offering to the amount recommended by such managing underwriter. b. Notwithstanding anything to the contrary contained in this Agreement, the Company and, second, pro rata shall not be required to all other requesting Holders on the basis of the relative number of include Registrable Securities then requested to be sold by each such Holder in any registration statement if the proposed registration is (provided that any a) a registration of a stock option or other employee incentive compensation plan or of securities thereby allocated issued or issuable pursuant to any such plan, (b) a registration of securities issued or issuable pursuant to a stockholder reinvestment plan or other similar plan, (c) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company, or (d) a registration of securities pursuant to a "rights" or other similar plan designed to protect the Company's stockholders from a coercive or other attempt to take control of the Company. c. The Company may withdraw any registration statement and abandon any proposed offering initiated by the Company without the consent of any Holder of Registrable Securities, notwithstanding the request of any such Holder to participate therein in accordance with this provision, if the Company determines, in good faith in its sole discretion, that exceed such Holder’s request will action is in the best interests of the Company and its stockholders (for this purpose, the interest of the Holders shall not be reallocated among the remaining requesting Holders in like mannerconsidered).

Piggy Back Registration. (a) If at any time on or after Subject to the date hereofprovisions of this Agreement, if the Company proposes to register Common Shares file a registration statement under the Securities Act Act, including a Registration Statement pursuant to Section 7.1(a), with respect to an underwritten offering of any equity securities by the Company for its own account or for the account of any of its equity holders (other than (i) a registration statement on Form S-4 or S-8, S-8 or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of substitute form that may be adopted by the Securities Act Commission or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationan exchange offer or offering of securities solely to the Company's existing security holders), then the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination proposed filing to each Holder the holders of Registrable Securities andas soon as practicable (but in no event less than 15 days before the anticipated initial filing date of such registration statement), thereupon, and such notice shall be relieved of its obligation offer such holders the opportunity to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders number of Registrable Securities requesting as each such holder may request (a "Piggyback Registration"). Subject to Section 7.2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities requested to be included in the Company’s registration must sell their for such offering; provided, however, that the Company may at any time withdraw or cease proceeding with such registration. Each holder of Registrable Securities shall be permitted to withdraw all or part of such holder's Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (b) The Company shall use all commercially reasonable efforts to cause the managing underwriter or underwriters selected by of a proposed underwritten offering to permit the Company Registrable Securities requested to be included in the registration statement for such offering under Section 7.2(a) ("Piggyback Securities"), to be included on the same terms and conditions as apply to any similar securities included therein. Notwithstanding the foregoing, the Company (including entering into an shall not be required to include any holder's Piggyback Securities in such offering unless such holder accepts the terms of the underwriting agreement in customary form with between the Company and the managing underwriter or underwriters selected for and otherwise complies with the provisions of Section 7.8 below. In all other offerings that are underwritten, if the managing underwriter or underwriters of such proposed underwritten offering advise the Company in writing that in their opinion the total amount of securities, including Piggyback Securities, to be included in such offering by is sufficiently large to cause a material adverse effect to the price or success of the offering (a "Registration Material Adverse Effect"), then in such event the securities to be included in such offering shall be allocated first to the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a second, to the selling equity holders originally demanding such registration requested pursuant to this Section 3.5 involves an underwritten public offeringregistration rights that they acquired prior to the closing of the first sale of the Shares, and then, to the extent that any Holder additional securities can, in the opinion of Registrable such managing underwriter or underwriters, be sold without any such Registration Material Adverse Effect, pro rata among the holders of Piggyback Securities requesting and other selling equity holders holding piggyback registration rights that they acquired prior to the closing of the first sale of the Shares, on the basis of the number of outstanding shares of Common Stock requested to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)holder.

Piggy Back Registration. (a) If at any time on or after The rights granted to Holders under this Article II shall not be effective until six months from the date hereofof closing. Beginning on September 9, 1998, if the Company proposes to register Common Shares any equity securities under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public for cash, whether for its own account or for the account of other security holders or both (except with respect to Registration Statements on Forms S-4 or S-8 for purposes permissible under the Securities Act, each Holder shall have the right to include in such registration all or part forms as of the Registrable Securities held date hereof, or any successor forms for comparable purposes that may be adopted by the Commission) each such Holder (the “Piggyback Registration Right”). At such time, the Company shall time it will give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver do so no less than 15 Business Days prior to the anticipated filing date. Upon the written request of any Holder, received by the Company a written notice within fifteen (15) days no later than the 10th Business Day after the receipt by such Holder of the notice sent by the Company’s notice. Such Holder’s written notice , to register, on the terms and conditions as the securities otherwise being sold pursuant to such registration, any of its Registrable Securities (which request shall specify state the number intended method of Common Shares intended to be disposed of by such Holderdisposition thereof), which might be all or a portion of such Holder’s Registrable Securities. The the Company will, subject to Sections 3.5(c) and (f) below, will use its commercially reasonable best efforts to effect cause the registration under the Securities Act of all Registrable Securities as to which the Company has registration shall have been so requested to register be included in the securities to be covered by the Holders thereofRegistration Statement proposed to be filed by the Company, on the same terms and condition as any similar securities included therein, all to the extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of the such Registrable Securities so to be registered; provided provided, however, that (x) if, the Company may at any time after giving written notice of its intention to register any securities and prior to the effective date effectiveness of the registration statement filed any such Registration Statement, in connection with such registration, the Company shall determine for any reason not to proceed its sole discretion and with the consent of any Holder, abandon the proposed registration of the securities offering in which any Holder had requested to be sold by it, the Company may, at its election, give written notice of such determination to each Holder participate. The number of Registrable Securities andto be included in such a registration may be reduced or eliminated if and to the extent, thereupon, shall be relieved in the case of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, the managing underwriter shall render to the Company its opinion that such inclusion would materially jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein. The rights granted herein shall be subject in all Holders events to any priority rights (if any) of holders ("Prior Holders") under and pursuant to the following agreements and documents: (a) That certain Registration Rights Agreement dated as of May 6, 1997, between the Company and Joint Energy Development Investments Limited Partnership; (b) Purchase and Sale Agreement dated June 20, 1997, by and between Coll▇▇▇ & ▇are, ▇▇c., as Seller, and Queen Sand Resources, Inc., as Purchaser; (c) Registration Rights Agreement dated December 22, 1997, by and between Queen Sand Resources, Inc., and certain institutional investors; to include any or all of the Prior Holder's registrable shares (as defined in said documents) before Holder includes any or all of its Registrable Securities in any registration relating to an underwritten public offering with respect to which, in the opinion of the managing underwriter, the inclusion in the offering of all shares requested to be registered by all persons holding registration rights would materially jeopardize the successful marketing of the securities (including the prior holders) to be sold. In the event that the number of Registrable Securities requesting to be included in a registration is to be reduced as provided above, priority shall be given to the Company’s Prior Holders, to the extent of the rights of the Prior Holders grants such priority. Further, the Company may hereafter grant registration must rights to third party holders of registrable securities. In the event holders of registrable securities propose to sell registrable securities pursuant to the registered offering, and in the managing underwriter's opinion the inclusion of all shares requested would materially jeopardize the successful marketing of the securities, then, within 10 Business Days after receipt by each such holder of the opinion of such managing underwriter, all such selling holders may allocate among themselves after taking into account the priority rights of any holders the number of shares of such registrable securities which such opinion states may be distributed without adversely affecting the distribution of the securities covered by the Registration Statement. If such holders are unable to agree among themselves with respect to such allocation, such allocation shall be made in proportion to the respective number of shares specified in their respective written requests. Notwithstanding anything to the contrary contained in this Section 2.01, in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to a Registration Statement covering Registrable Securities and a Person does not elect to sell its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by of the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such 's securities in connection with such registration. (d) All Holders offering, such Person shall not offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Registrable Securities requesting to 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 shall be included specified in writing by the underwriters, shall not exceed any registration shall cooperate with period during which management of the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration others are similarly prohibited from disposing of shares of Common Stock and shall enter into such undertakings and take such other action relating to a proposed offering which not exceed 180 days following the Company or effectiveness under the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders Act of the Registrable Securities so registered pro rata based on the number of securities so registeredRegistration Statement relating thereto. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) a. If at any time on or after the date hereof, the Company proposes to register Common Shares file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than (i) a registration statement on Form Forms S-4 or S-8, S-8 (or any their successor forms) or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationan exchange offer or an offering of securities solely to the Company's existing stockholders), then the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, in each case give written notice of such determination proposed filing to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all the Holders of Registrable Securities requesting at least twenty days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. The Company shall use reasonable diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of Registrable Securities requested to be included in the Company’s registration must sell their Registrable Securities for such offering to the underwriters selected by the Company include such securities in such offering on the same terms and conditions as apply to any similar securities of the Company (including entering into an underwriting agreement in customary form with included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters selected for of such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If delivers a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior written opinion to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with that the total amount of securities which they or the Company and any other Persons intend to include in all reasonable respects by supplying information such offering is sufficiently large to materially and executing documents relating to adversely affect the success of such Holder or offering, then the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration amount of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to be offered for the accounts of Holders of Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited reduced to the number of securities thatextent necessary, in the opinion of such managing underwriter, should be included, and to reduce the total amount of securities to be included in the underwriting shall be allocated, first, such offering to the amount recommended by such managing underwriter. b. Notwithstanding anything to the contrary contained in this Agreement, the Company and, second, pro rata shall not be required to all other requesting Holders on the basis of the relative number of include Registrable Securities then requested to be sold by each such Holder in any registration statement if the proposed registration is (provided that any a) a registration of a stock option or other employee incentive compensation plan or of securities thereby allocated issued or issuable pursuant to any such plan, (b) a registration of securities issued or issuable pursuant to a stockholder reinvestment plan or other similar plan, (c) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company, or (d) a registration of securities pursuant to a "rights" or other similar plan designed to protect the Company's stockholders from a coercive or other attempt to take control of the Company. c. The Company may withdraw any registration statement and abandon any proposed offering initiated by the Company without the consent of any Holder of Registrable Securities, notwithstanding the request of any such Holder to participate therein in accordance with this provision, if the Company determines, in good faith in its sole discretion, that exceed such Holder’s request will action is in the best interests of the Company and its stockholders (for this purpose, the interest of the Holders shall not be reallocated among the remaining requesting Holders in like mannerconsidered).

Piggy Back Registration. (a) If at At any time on or after during the date hereof, the Company term of this Agreement if WAXS proposes to register Common Shares any of its WAXS Stock or any other of its common equity securities (but not including debt instruments or preferred stock convertible into its common equity securities) (collectively, "Other Securities") under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, S-8 or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposesform thereto), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof)account, in a manner which would permit registration of Registrable Securities for sale for cash to the public under the Securities Act, it will each such time give prompt written notice to each Holder of its intention to do so at least ten (10) days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall have offer each such Holder the right opportunity to include in such registration all or part of the Registrable Securities held by statement such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders number of Registrable Securities as each such Holder may request. Upon the written request of its intention to register Common Shares. any such Holder, made no later than 5:00 p.m. Dallas, Texas time on the fifth (b5th) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days day after the receipt of the Company’s notice. Such Holder’s written WAXS's notice (which request shall specify the number of Common Shares Registrable Securities intended to be disposed of by such Holderand the intended method of disposition thereof), which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, WAXS shall use its commercially reasonable best efforts to effect effect, in the manner set forth in Section 5, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company WAXS has been so requested to register by the Holders thereofregister, to the extent requisite required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be registered; provided that that: (xa) if, if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company WAXS shall determine for any reason not to proceed with the proposed register or to delay registration of the securities to be sold by itsuch securities, the Company WAXS may, at its election, give written notice of such determination to each the Holder of Registrable Securities and, thereupon, (A) in the case of a determination not to register, WAXS shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the case of a determination to delay such registration, and (y) if such WAXS shall be permitted to delay registration involves an underwritten offering, all Holders of any Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may electfor the same period as the delay in registering such Other Securities; (b) if the registration referred to in the first sentence of this Section 3 is to be an underwritten registration, and the managing underwriter advises WAXS in writing that, in writing at least one such firm's (1c) day prior WAXS shall not be required to effect any registration of Registrable Securities under this Section 3 incidental to the first use registration of a preliminary prospectus in connection with such registration, not to register such any of its securities in connection with such registration.mergers, acquisitions, dividend reinvestment plans or stock option or award or other executive or employee benefit or compensation plans; and (d) All Holders no registration of Registrable Securities requesting effected under this Section 3 shall relieve WAXS of its obligation to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to effect a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered2 hereof. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If at any time on or after the date hereof, Company's Initial Public Offering the Company proposes shall determine to register Common Shares under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) any of its Common Stock, other than (i) a registration statement on Form S-8 or Form S-4 or S-8, their then equivalent or any successor or other forms promulgated for similar purposes, or (ii) in connection with a registration statement with respect to corporate reorganizations or other transactions transaction described under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it shall send to each Holder holder of Registrable Shares written notice of such determination at least 30 days before the anticipated filing date. If within 20 days after receipt of such notice, such holder shall have so request in writing (a "Selling Shareholder"), the right Company shall use its best efforts to include in such registration statement all or part of the Registrable Securities held by Shares such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so holder requests to be registered; provided , except that (x) 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 proceed with the proposed registration offering involving an underwriting of the securities Common Stock to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering issued by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require shall impose a limitation on the number of securities to be underwritten, the number shares of securities that such Common Stock which may be included will be limited in any such registration statement because, in its judgment, such limitation is necessary to 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 incidental ("piggy back") right to include such Common Stock in the registration statement according to the number of securities that, in the opinion amount of such underwriterCommon Stock which each Selling Shareholder owns, should then the Company shall be includedobligated to include in such registration statement only such portion of the Registrable Shares which the managing underwriter believes may be sold without having such effect; provided, and the securities 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 be required to include a Selling Shareholder's Registrable Shares in such underwriting unless such Selling Shareholder accepts the terms of the underwriting as agreed upon by the Company and the underwriters selected by the Company. No incidental right under this Section 2 shall be allocated, first, construed to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that limit any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)registration required under Section 3.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register Common Shares under the Securities Act (other than (i) a registration statement on Form S-4 or S-8If the managing underwriter(s) of any underwritten offering described in Section 2.2 have informed, or any successor or other forms promulgated for similar purposesin writing, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 the Selling Holders of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale requesting inclusion in such offering that it is their opinion that the total number of shares which the Company, the Selling Holders and any other Persons desiring to the public under the Securities Act, each Holder shall have the right participate in such registration intend to include in such registration all or part offering is such as to adversely affect the success of such offering, including the Registrable Securities held by price at which such Holder (the “Piggyback Registration Right”). At such timesecurities can be sold, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify then the number of Common Shares intended shares to be disposed offered for the account of by the Selling Holders and all such Holder, which might other Persons (other than the Company) participating in such registration shall be all reduced or a portion limited pro rata in proportion to the respective number of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so shares requested to register by the Holders thereof, be registered to the extent requisite necessary to permit reduce the disposition total number of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration shares requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior offering to the first use number of a preliminary prospectus shares, if any, recommended by such managing underwriters; provided, however, that if such offering is effected for the account of any securityholder of the Company other than the Selling Holders, pursuant to the demand registration rights of any such securityholder, then the number of shares to be offered for the account of the Selling Holders and all other Persons (other than the Company) participating in connection with such registration, registration (but not such securityholders who have exercised their demand registration rights) shall be reduced or limited pro rata in proportion to register such securities in connection with such registration. (d) All Holders the respective number of Registrable Securities requesting shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing underwriters. (ii) If the managing underwriter or underwriters of any registration shall cooperate with underwritten offering described in Section 2.2 notify the Selling Holders requesting inclusion of Registrable Securities in such offering, that the kind of securities that the Selling Holders, the Company and any other Persons desiring to participate in all reasonable respects by supplying information and executing documents relating such registration intend to include in such Holder or offering is such as to adversely affect the success of such offering, (x) the Registrable Securities owned by to be included in such Holder offering shall be reduced as described in connection with clause (i) above or (y) if a reduction in the Registrable Securities pursuant to clause (i) above would, in the judgment of the managing underwriter(s) or underwriters, be insufficient to substantially eliminate such registration and shall enter into adverse effect that inclusion of the Registrable Securities requested to be included would have on such undertakings and take offering, such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an Registrable Securities will be excluded from such offering. (eiii) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant Notwithstanding anything herein to the contrary, this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 2.3(a) shall be borne by subject to the Holders provisions of the Registrable Securities so registered pro rata based Warrant to purchase Common Stock expiring on the number of securities so registeredNovember 24, 2002 held by Amoco Corporation. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If at any time on or after Within six (6) years from the date hereofof this Agreement, whenever the Company proposes to file a Registration Statement (as defined below), it will, prior to such filing, give written notice to the Consultant of its intention to do so and, upon the written request of the Consultant given within 5 days after the Company provides such notice (which request shall state the intended method of disposition of the Registrable Shares (defined below)), the Company shall use its best efforts to cause all such shares of Common Stock underlying the Warrants and the Options (the "Registrable Shares") which the Company has been requested by the Consultant to register Common Shares to be registered under the Securities Act (other than (i) a registration statement on Form S-4 or S-8of 1933, or any successor as amended, to the extent necessary to permit their sale or other forms promulgated for similar purposes, or (ii) a registration statement disposition in accordance with respect to corporate reorganizations or other transactions under Rule 145 the intended methods of distribution specified in the request of the Securities Act Consultant; PROVIDED, HOWEVER, that the Company shall have the right postpone or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, withdraw any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale this SECTION 16 without any obligation to the public under Consultant whatsoever. Notwithstanding anything to the Securities Actcontrary herein, each Holder the Consultant shall have the right to include in such request registration all or part of the Registrable Securities held by such Holder Shares as set forth above only on two occasions within the referenced six (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares6) year period. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the In connection with any registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationthis SECTION 16 involving an underwritten offering, the Company shall determine for not be required to include any reason not to proceed with Registrable Shares in such registration unless the proposed registration holder thereof accepts the terms of the securities to be sold by it, underwriting as agreed upon between the Company mayand the underwriters selected by the Company. If, at its electionin the opinion of the managing underwriter, give written notice it is appropriate because of such determination marketing factors to each Holder limit the number of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting Shares to be included in the Company’s offering, then the Company shall be required to include in the registration must sell their only that number of Registrable Securities Shares, if any, which the managing underwriter believes should be included therein, and shall be entitled to include before such Registrable Shares up to the underwriters selected number of shares of Common Stock to be issued by the Company on in the same terms and conditions as apply to offering; PROVIDED, HOWEVER, that no persons or entities other than the Company (including entering into an underwriting agreement and the Consultant shall be permitted to include securities in customary form the offering. If the number of Registrable Shares to be included in the offering in accordance with the underwriter or underwriters selected for such offering by foregoing is less than the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder total number of shares which the holder of Registrable Securities requesting Shares has requested to be included, then the holder of Registrable Shares who has requested registration and other holders of securities entitled to be included in such registration may elect, shall participate in writing at least one (1) day prior the registration pro rata based upon their total ownership of shares of Common Stock subject to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registrationmanaging underwriter's discretion. (dc) All Holders For the purposes of Registrable this SECTION 16 the term "Registration Statement" means a registration statement filed by the Company with the Securities requesting and Exchange Commission for a public offering and sale of Common Stock (other than a Registration Statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be included issued in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder exchange for securities or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements assets of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manneranother corporation).

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register file on its behalf and/or on behalf of any holder of the Common Shares Stock (other than a Holder) a new registration statement under the Securities Act on any form (other than (i) a registration statement on Form S-4 or S-8, S-8 or any successor or other forms promulgated form for similar purposes, or (ii) securities to be offered in a registration statement with respect transaction of the type referred to corporate reorganizations or other transactions under in Rule 145 of under the Securities Act or to employees of the Company pursuant to any successor rule promulgated employee benefit plan, respectively) for similar purposesthe registration of Common Stock), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall it will give prompt written notice to all Holders at least ten (10) Business Days before the initial filing thereof with the SEC of such registration statement (a “Piggy-Back Registration Statement”), which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of Registrable Securities of its intention to register Common Sharesas such Holders may request (a “Piggy-Back Registration”). (b) Any Each Holder wishing desiring to exercise its Piggyback Registration Right have Registrable Securities registered under this Section 4 (“Participating Piggy-Back Holders”) shall deliver to advise the Company a written notice in writing within fifteen ten (1510) days Business Days after the date of receipt of such offer from the Company’s notice. Such Holder’s written notice , setting forth the amount of Registrable Securities for which registration is requested; provided, however, that if any Holder fails to so advise the Company, such Holder shall specify waive the number of Common Shares intended right to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securitiesparticipate in the Piggy-Back Registration Statement. The Company willshall thereupon include in such filing the amount of Registrable Securities for which registration is so requested, subject to Sections 3.5(c) and paragraph (fc) below, and shall use its commercially reasonable best efforts to effect the registration of such Registrable Securities under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offeringsAct. (c) If a registration requested pursuant the Piggy-Back Registration relates to this Section 3.5 involves an underwritten public offeringoffering and any managing underwriter of such proposed public offering advises in writing that, any Holder in its opinion, the amount of Registrable Securities requesting requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company would be greater than the total number of securities which can be sold in such registration may electoffering without delaying or jeopardizing the price, timing or distribution thereof (the “Piggy-Back Maximum Number”), then: (i) in the event Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register, second, the securities of the P Holders, in writing at least one (1) day prior an amount which together with the securities the Company proposes to register, shall not exceed the first use of a preliminary prospectus in connection with Piggy-Back Maximum Number, such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting amount to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to allocated among such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to P Holders on a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata basis (based on the number of securities so registered. of the Company held by each such P Holder), and third, the securities of all other selling security holders, including the Participating Piggy-Back Holders (f) If a registration pursuant to this Section 3.5 involves other than the P Holders), in an underwritten offering amount which together with the securities the Company and the managing underwriter determines in good faith that marketing factors require P Holders propose to register, shall not exceed the Piggy-Back Maximum Number, such amount to be allocated among such selling security holders on a limitation pro rata basis (based on the number of securities of the Company held by each such selling security holder); and (ii) in the event any holder of securities of the Company other than Registrable Securities initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of the P Holders, in an amount which together with the securities the initiating security holder proposes to register, shall not exceed the Piggy-Back Maximum Number, such amount to be underwritten, allocated among such P Holders on a pro rata basis (based on the number of securities that may of the Company held by each such P Holder), third, the securities of any other selling security holders (including Participating Piggy-Back Holders other than the P Holders), in an amount which together with the securities the initiating security holder and the P Holders propose to register, shall not exceed the Piggy-Back Maximum Number, such amount to be included will be limited to allocated among such other selling security holders on a pro rata basis (based on the number of securities thatof the Company held by each such selling security holder) and fourth, any securities the Company proposes to register, in an amount which together with the securities the initiating security holder, the P Holders and the other selling security holders propose to register, shall not exceed the Piggy-Back Maximum Number. (d) Nothing in this Section 4 shall create any liability on the part of the Company to the Holders if the Company in its sole discretion should decide not to file a registration statement proposed to be filed pursuant to this Section or to withdraw such registration statement subsequent to its filing and prior to the later of its effectiveness or the release of the Registrable Securities for public offering by any managing underwriter, in the opinion case of such underwriteran underwritten public offering, should be includedregardless of any action whatsoever that a Holder may have taken, and whether as a result of the securities to be included in the underwriting shall be allocated, first, to issuance by the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)notice hereunder or otherwise.

Piggy Back Registration. (a) If at any time on or after the date hereofprior to May 1, 2002, the Company proposes to register any of its Common Shares Stock under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect sale to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes)public, whether or not for sale for its own account or for the account of other security holders or both (includingexcept in connection with registration statements on Forms S-4, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of ▇▇▇▇ ▇-▇ ▇▇ another form not available for registering the Registrable Securities for sale to the public under the Securities Actpublic), each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, then the Company shall at such time give prompt written notice to all Holders of Registrable Securities the Holder of its intention to register Common Shares. (b) Any effect such registration setting forth a description of intended method of distribution and indicating Holder's right under such proposed registration, and upon the request of the Holder wishing to exercise its Piggyback Registration Right shall deliver delivered to the Company a written notice within fifteen twenty (1520) days after the receipt of the Company’s notice. Such Holder’s written giving such notice (which request shall specify the number of Common Shares Registrable Securities intended to be disposed of by the Holder), the Company shall include such Holder, which might Registrable Securities held by the Holder and requested to be all or a portion of included in such Holder’s Registrable Securities. The Company willregistration, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition any underwriter's cutback or lock-up of the Registrable Securities so as mutually agreed between Holder, the Company and the underwriter, if the registration statement relates to be registered; provided an underwritten public offering by the Company. The Company's obligation to give such notice and to register such Registrable Securities shall terminate as to those Registrable Securities that are no longer owned by the Holder. (xb) ifIf, at any time after giving such written notice of its the Company's intention to register any securities of the Registrable 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 proceed with file the proposed registration statement wherein the Registrable Securities would be registered or to delay the registration of the securities to be sold by itsuch Registrable Securities, at its sole election, the Company may, at its election, may give written notice of such determination to each Holder of Registrable Securities and, thereupon, the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities issued or issuable in connection with such registration, and registration (y) if such but not from its obligation to pay registration involves an underwritten offering, all Holders of expenses in connection therewith or to register the Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Companya subsequent registration), as may be customary or appropriate in combined primary and secondary offerings. (c) If a The Company shall not be required to include any of the Registrable Securities in the registration requested pursuant statement relating to this Section 3.5 involves an underwritten public offeringoffering of the Company's securities unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, if any (provided such terms are usual and customary for selling stockholders) and the Holder of Registrable Securities requesting agrees to be included in execute and/or deliver such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus documents in connection with such registrationregistration as the Company or the managing underwriter may reasonably request. If the Holder disapproves of the terms of any such underwriting, not he may elect to register withdraw therefrom by written notice to the Company and the underwriters prior to the initial filing of the registration statement with the SEC. Any Registrable Securities excluded or withdrawn from such securities in connection with underwriting shall be withdrawn from such registration. (d) All Holders The Company may, in its sole discretion and without the consent of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with Holder, withdraw such registration statement and shall enter into such undertakings and take such other action relating to a abandon the proposed offering in which the Company or the underwriters may reasonably Holder had requested to participate, but such abandonment shall not preclude subsequent request as being necessary for registration pursuant to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offeringthis Section 2. (e) The Company shall pay use its best efforts to maintain the effectiveness of the registration statement until the earlier of (i) the date that all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on included therein have been sold, or (ii) the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves date the Holder receives an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, counsel to the Company and, second, pro rata to that all other requesting Holders on the basis of the relative number of Registrable Securities then requested may be freely traded without registration under the Securities Act, subject only to be sold applicable volume limitations under Rule 144 promulgated by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)SEC.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company Borrower proposes to register Common Shares any of its capital stock under the Securities 1933 Act (in connection with the public offering of such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration statement on Form S-4 relating solely to the sale of securities to participants in Borrower's stock or S-8, stock option plans or any successor or other forms promulgated for similar purposes, employee benefit plans or (ii) a registration statement with respect relating solely to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated a transaction for similar purposes)which Form S-4 may be used, whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares.then: (ba) Any Holder wishing to exercise its Piggyback Registration Right Borrower shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities andSecurities, thereuponand each such Holder shall have the right to request, shall be relieved by written notice given to Borrower within 15 days of its obligation the date that such written notice was mailed by Borrower to register any such Holder, that a specific number of Registrable Securities held by such Holder be included in connection with the Piggy-Back Registration Statement (and related underwritten offering, if any) and the states in which such registration, and Registrable Securities are to be sold; (yb) if such registration involves If the Piggy-Back Registration Statement relates to an underwritten offering, all Holders the notice given to each Holder shall specify the name or names of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering by the Company)offering. In addition, as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration notice shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on also specify the number of securities to be underwrittenregistered for the account of Borrower and for the account of its shareholders (other than the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by Borrower, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, lock-up agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities in such offering would materially adversely affect the ability of the underwriters for such -36- Agreement (Continued) -------------------------------------------------------------------------------- offering to sell all of the securities requested to be included for sale in such offering at the best price obtainable therefor, the aggregate number of Registrable Securities that may be sold by the Holders shall be limited to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as provided below. If the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included will in the offering, first, up to the maximum number of securities to be limited sold by Borrower for its own account and for the account of other stockholders (other than Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in such other proportions as the managing underwriter or underwriters for the offering may require; PROVIDED, HOWEVER, that in the event that the number of securities that, proposed to be sold in such underwritten offering exceeds the opinion number of securities that may be sold in such underwriter, should be included, offering pursuant to the terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by Borrower of its securities to for its own account, there shall be included in the underwriting shall be allocatedoffering, first, up to the Company and, second, pro rata to all other requesting Holders on the basis of the relative maximum number of Registrable Securities then requested securities to be sold by each Borrower for its own account and second, as to the balance, if any, securities to be sold for the account of Borrower's stockholders (both the Holders of Registrable Securities requested and such Holder other stockholders of Borrower requested to be included therein) on a PRO RATA basis; (provided that any securities thereby allocated e) Holders of Registrable Securities shall have the right to withdraw their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities; (f) The exercise of the registration rights of the Holders with respect to any such Holder that exceed such Holder’s specific underwritten offering shall be subject to a 90-day delay at the request will of the managing underwriter; (g) All demand and piggy-back registration rights of the Holders shall terminate when all of the Registrable Securities Then Outstanding may be reallocated among the remaining requesting Holders in like mannersold pursuant to Rule 144(k).

Piggy Back Registration. (a) If at any time on or after during the date hereof, Registration Period the Company Corporation proposes to register file a Prospectus (which may include a Prospectus Supplement) in Canada and/or with the SEC in order to permit the issuance of its Common Shares under the Securities Act pursuant to a public offering (other than (ia Prospectus or Prospectus Supplement filed in connection with an at-the-market sales program) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account or the account of another (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration unless the legal form of the prospectus specifically excludes the offering of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”Prospectus). At such time, the Company Corporation shall give prompt written notice to all Holders of Registrable Securities of its intention to register do so to the Holders and shall use reasonable efforts to include in the proposed distribution such number of Designated Registrable Securities (the "Piggy Back Registrable Securities") as the Holders shall request (such offering hereinafter referred to as a "Piggy Back Registration") within five business days after the giving of such notice (provided that if the Corporation expects such offering to be conducted as a block trade or bought deal and such expectation is indicated in the applicable notice, then the Holders shall have one business day after the giving of notice by the Corporation to provide such request), upon the same terms (including the method of distribution) as such distribution (such Holders being the "Piggy Back Holders"). If the managing underwriter or underwriters advise(s) the Corporation that, in such firm's reasonable and good faith view, the number of Piggy Back Registrable Securities and other securities requested to be included in such Piggy Back Registration exceeds the number that can be sold in such offering without having a material adverse effect upon the price, timing or distribution of the offering and sale of the Piggy Back Registrable Securities and other securities or otherwise materially adversely affect its success, then the Corporation shall include in such Piggy Back Registration: (i) first, the Common SharesShares to be included by the Corporation in such Piggy Back Registration; (ii) second, the Piggy Back Registrable Securities sought to be included that can be sold without having the adverse effect referred to above, allocated pro rata among all such Piggy Back Holders on the basis of the number of Registrable Securities owned by each such Piggy Back Holder or in such manner as they may otherwise agree in writing. (b) Any Holder wishing of Registrable Securities shall have the right to exercise its Piggyback withdraw from a Piggy Back Registration Right shall deliver for any or no reason whatsoever upon written confirmation to the Company a written notice within fifteen Corporation and the managing underwriter or underwriters (15if any) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify 's intention to withdraw from such Piggy Back Registration prior to (i) in the number case of Common Shares intended to be disposed of by such Holderan underwritten offering, the date on which might be all or a portion of such Holder’s Registrable Securities. The Company willthe roadshow for the offering is launched, subject to Sections 3.5(c) and (fii) belowotherwise, use its commercially reasonable efforts the date of any Qualifying Prospectus with respect to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that such Piggy Back Registration (xc) if, The Corporation may 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 proceed with the proposed registration of the securities to be sold by it, the Company mayQualifying Prospectus, at its electionsole discretion and without the consent of the Holders, give written notice of withdraw such determination Prospectus and abandon the proposed distribution in which the Holders requested to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registrationparticipate. (d) All The failure of the Holders of Registrable Securities requesting to respond within the periods referred to in Section 2.2(a) shall be deemed to be included a waiver of the Holders' rights, in any registration shall cooperate respect of the specific offering only, under subsection Section 2.2(a) with the Company in all reasonable respects by supplying information and executing documents relating respect to such Holder or Piggy Back Registration. The Holders may also waive their rights, in respect of the Registrable Securities owned specific offering only, under this Section 2.2(a) by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating giving written notice to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offeringCorporation. (e) The Company shall pay all Registration Expenses incurred in connection with each registration No offering of Registrable Securities under this Section 2.2(a) shall relieve the Corporation of its obligations to effect Demand Registrations pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered2.1(a). (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and In the managing underwriter determines in good faith event that marketing factors require a limitation on the number of securities Prospectus proposed to be underwrittenfiled by the Corporation in Canada will not be filed with the SEC with a corresponding Registration Statement, then the number of securities that may Piggy Back Registration will not be included will be limited required to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis include registration of the relative number of Piggy Back Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among under the remaining requesting Holders in like manner)U.S. Securities Act.

Piggy Back Registration. (a) If the Company at any time on or after beginning upon (but excluding) the date hereof, the Company Closing Date proposes to register Common any of its Shares under the Securities Act (other than (iw) a shelf registration statement to register Shares issued to investors in a private placement in connection with the BOA Acquisition Proposal, (x) a demand registration under Section 2.3, Section 2.4 or Section 2.5 of this Agreement, (y) in connection with a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, S-8 or (iiz) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), Form F-4 or S-4 in connection with a manner which would permit registration business combination or exchange offer or pursuant to exercise or conversion of Registrable Securities for sale outstanding securities) or to the undertake an underwritten public under the Securities Act, each Holder shall have the right offering of its securities pursuant to include in such registration all or part of the Registrable Securities held by such Holder an effective Registration Statement (the a “Piggyback Registration RightShelf Takedown”). At such time, the Company ) it shall give prompt written notice to all Holders of such intention not less than ten (10) days before the anticipated filing date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all of the Holders the opportunity to register the sale of such number of Registrable Securities of its intention to register Common Shares. the same type as are included in the Registration Statement as such Holders may request in writing. Upon the written request of any Holder given within seven (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (157) days after the receipt of any such notice, the Company’s notice. Such Holder’s written notice Company shall specify include in such registration or Shelf Takedown all of the number Registrable Securities indicated in such request, so as to permit the disposition of Common Shares intended the shares so registered; provided that no Holder who is subject to be disposed of by such Holder, which might be all or a portion of lockup with respect to such Holder’s Registrable SecuritiesSecurities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. The Company willshall, subject in good faith, cause such Registrable Securities to Sections 3.5(c) and (f) belowbe included in such registration or offering and, if applicable, shall use its commercially reasonable efforts to effect cause the managing underwriter(s) of such registration under to permit the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, pursuant to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting this Section 2.2 to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company therein on the same terms and conditions as apply to any similar securities of the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior registered offering and to permit the first use sale or other disposition of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in accordance with the intended method(s) of distribution thereof. Notwithstanding any registration shall cooperate with other provision of this Section 2.2, if the managing underwriter advises the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith writing that marketing factors require a limitation on of the number of securities shares to be underwritten, the number of securities that may be included then shares will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in such registration or Shelf Takedown up to such limitation in the underwriting shall be allocated, following order or priority: (i) first, all Shares that were being registered by the Company or pursuant to the Company andexercise of demand rights by holders not party to this Agreement, (ii) second, all Registrable Securities held by the Holders must be included in such registration (pro rata to all other requesting Holders on the basis of the relative respective number of Registrable Securities then requested held by the Holders) and (iii) third, any other shares of the Company to be sold offered by each any other holders will be included in such registration. The piggyback rights of the Holders under this Section may be exercised an unlimited number of times. Any Holder (provided that any securities thereby allocated may elect to any withdraw such Holder that exceed such Holder▇▇▇▇▇▇’s request will be reallocated among for inclusion of Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the remaining requesting Holders in like manner)Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company Whenever ZipLink proposes to register Common Shares any of its securities under the Securities Act for its own account or for any of its shareholders (other than (i) its initial public offering or a registration statement on Form S-4 or S-8, S-8 or any successor or other forms promulgated similar forms) and the registration form to be used may be used for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act(a "Piggy-back Registration"), each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall ZipLink will give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shareseffect such a registration (which notice shall include a list of jurisdictions in which ZipLink intends to attempt to qualify such securities under applicable blue sky or other state securities laws) and will include in such registration and in any underwriting involved therein all Registrable Securities with respect to which ZipLink has received written requests for inclusion therein within 15 days after the date of the notice of the Holders. (b) Any Holder wishing to exercise its Piggyback If a Piggy-back Registration Right includes an underwriting on behalf of ZipLink or the parties initiating such registration, ZipLink shall deliver to so advise the Company Holders as a written notice within fifteen (15) days after the receipt part of the Company’s noticenotice given pursuant to Section 1.2(a). Such Holder’s written notice In such event, the right of any Holder to registration pursuant to Section 1.2(a) shall specify the number of Common Shares intended to be disposed of by conditioned on such Holder, which might be all or a portion 's participation in such underwriting and the inclusion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all 's Registrable Securities which in the Company has been so requested to register by the Holders thereof, underwriting to the extent requisite provided herein. ZipLink and the Holders proposing to permit the disposition of the Registrable Securities so to be registered; provided that (x) if, at any time after giving written notice of its intention to register any distribute their securities and prior to the effective date of the registration statement filed in connection with through such registration, the Company underwriting shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering enter into an underwriting agreement in customary form with the underwriter or underwriters selected for by ZipLink or the parties initiating such offering by the Company)registration, as the case may be. If any Holder disapproves of any of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to ZipLink and the underwriter. Any Registrable Securities withdrawn from such underwriting shall be customary or appropriate in combined primary and secondary offeringswithdrawn from such registration. (c) If a registration requested pursuant to this Section 3.5 involves Piggy-back Registration is an underwritten public offering, any Holder of Registrable Securities requesting to be included in such primary registration may electand the managing underwriters advise ZipLink, in writing at least that, in their opinion, one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that more marketing factors require a limitation on the number of securities to be underwritten, the ZipLink shall so advise all Holders of Registrable Securities. The number of securities that may be included will be limited to the number shares of securities that, included in such Piggy-back Registration shall be reduced as the underwriter and ZipLink require and those securities included in the opinion of such underwriter, should registration shall be included, allocated among the Registrable Securities and the any other securities requested to be included in such registration pro-rata among the underwriting shall be allocated, first, to the Company and, second, pro rata to all Holders of such Registrable Securities and other requesting Holders securities on the basis of the relative number of Registrable Securities then shares requested to be sold registered by each such Holder Holder. (provided that d) If a Piggy-back Registration is an underwritten secondary registration on behalf of holders of ZipLink's securities, and the managing underwriters advise ZipLink in writing that, in their opinion, one or more marketing factors require a limitation on the number of securities to be underwritten, ZipLink shall so advise all Holders of Registrable Securities. The number of shares of securities included in such Piggy-back Registration shall be reduced as the underwriter and ZipLink require and those securities included in such registration shall be allocated FIRST to those held by the party requesting such registration, and SECOND among the Registrable Securities and any other securities thereby allocated requested to any be included in such Holder that exceed registration pro-rata among the Holders of such Registrable Securities and other securities on the basis of the number of shares requested to be registered by each such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes Restriction Expiration Date NewComm determines to register Common Shares any of its shares of common stock under the Securities Act in connection with the public offering of such securities by NewComm solely for cash (other than (i) a registration statement on Form S-4 relating solely to the sale of securities to participants in a NewComm employee benefit plan or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect transaction to corporate reorganizations or other transactions under which Rule 145 of the Securities Act SEC applies, or a registration on any successor rule promulgated for similar purposesform which does not include substantially the same information as would be required to be included in a registration statement covering the sale of NewComm stock other than information on selling shareholders), whether or not for sale for its own account (includingNewComm shall, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At at such time, the Company shall promptly give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) if, at any time after giving CC written notice of its intention to register effect such registration. Upon the written request of CC given within twenty (20) days after mailing of such notice by NewComm, NewComm shall use commercially reasonable efforts to cause to be registered under the Act all of the shares that CC has requested to be registered (the "Piggy-Back Shares") (a "Piggy-Back Registration"); provided that NewComm shall have the right to postpone or withdraw any securities and prior such registration effected pursuant to this subsection without obligation to CC. (b) It shall be a condition precedent to NewComm's obligation to take any action pursuant to this Section with respect to the effective date of the registration statement filed in connection with Piggy-Back Shares that CC shall furnish to NewComm such registrationinformation regarding itself, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold NewComm stock held by it, and the Company may, at its election, give written notice intended method of disposition of such determination to each Holder of Registrable Securities and, thereupon, securities as shall be relieved required to effect the registration of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offeringsshares. (c) NewComm shall bear and pay all expenses incurred in connection with the registration, filing or qualification of the Piggy-Back Shares with respect to CC's Piggy-Back Registrations, including (without limitation) all registration, filing and qualification fees, printing and accounting fees relating or apportionable thereto, and the fees and disbursements of one counsel for CC (provided it shall be counsel to NewComm), but excluding underwriting discounts and commissions relating to Piggy-Back Shares which shall be paid by CC. (d) In connection with any offering involving an underwriting of NewComm's stock, NewComm shall not be required to include any Piggy-Back Shares in such underwriting unless CC accepts the terms of the underwriting as agreed upon between NewComm and the underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by NewComm. If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder the total amount of Registrable Securities requesting Piggy-Back Shares to be included in such registration may elect, offering exceeds the amount of shares sold other than by NewComm that the underwriters determine in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate their sole discretion is compatible with the Company success of the offering, then NewComm shall be required to include in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering only that number of PiggyBack Shares which the Company or underwriters determine in their sole discretion will not jeopardize the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and success of the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company CC shall pay all Registration Expenses incurred in connection not have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with each registration respect to the interpretation or implementation of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registeredAgreement. (f) If In the event any Piggy-Back Shares are included in a registration pursuant to statement under this Agreement: (i) To the extent permitted by law, NewComm will indemnify and hold harmless CC and its officers and directors, any underwriter (as defined in the Act) for CC and each person, if any, who controls CC or the underwriter within the meaning of the Act or the Securities Exchange Act of 1934 (the "1934 Act") (each, for purposes of this Section 3.5 involves 6.02, an underwritten offering "Indemnitee"), against any losses, claims, damages or liabilities to which they may become subject under the Act, or the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively, a "Violation"): (A) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (B) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (C) any violation or alleged violation by NewComm of the Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Act, or the 1934 Act or any state securities law; and NewComm will pay to each such Indemnitee, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that this indemnity agreement shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of NewComm (which consent shall not be unreasonably withheld), nor shall NewComm be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Indemnitee. (ii) To the extent permitted by law, CC will indemnify and hold harmless NewComm, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls NewComm within the meaning of the Act, any underwriter, any other NewComm shareholder selling securities in such registration statement and any controlling person of any such underwriter or other NewComm shareholder, against any losses, claims, damages, or liabilities to which any of the foregoing persons may become subject, under the Act, or the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by CC expressly for use in connection with such registration; and each CC will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified hereunder, in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that this indemnity agreement shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of CC, which consent shall not be unreasonably withheld. (iii) Promptly after receipt by an indemnified party of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party, deliver to the indemnifying party a written notice of the commencement thereof and the managing underwriter determines in good faith indemnifying party shall have the right to participate in, and to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that marketing factors require a limitation on an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the number of securities right to retain one separate counsel, with the fees and expenses to be underwrittenpaid by the indemnifying party, if representation of such indemnified party by the number of securities that may counsel retained by the indemnifying party would be included will be limited inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the number indemnifying party within a reasonable time of securities thatthe commencement of any such action, in if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the opinion indemnified party to the extent of such underwriterprejudice, should be included, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may otherwise have to any indemnified party. (iv) The obligations of NewComm and the securities to be included in CC under this Section 6.02 shall survive the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis completion of the relative number any offering of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)NewComm stock under this Agreement and termination of this Agreement.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes shall determine to register Common Shares under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) any of its Common Stock (other than (i) a registration relating solely to the sale of securities to participants in a Company employee benefits plan, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 covering the sale of the Securities Act or any successor rule promulgated for similar purposesRegistrable Shares), whether or not for sale for its own account (including, without limitation, any registration effected pursuant it shall send to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder written notice of such determination and, if within twenty (20) days after receipt of such notice, such Holder shall have so request in writing, the right Company shall use its best efforts to include in such registration statement all or part of the Registrable Securities held by Shares that such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so requests to be registered; provided , except that (x) 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 proceed with the proposed registration offering involving an underwriting of the securities Common Stock to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering issued by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require shall impose a limitation on the number of securities shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, the Company shall be obligated to be underwritteninclude in such registration statement, with respect to the requesting Holder, only an amount of Registrable Shares equal to the product of (i) the number of securities Registrable Shares that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage, as that term is defined in Section 1.4. If any Holder disapproves of the terms of such underwriting, he may be included will be limited elect to withdraw therefrom by written notice to the number of securities that, in the opinion of such underwriter, should be included, Company and the securities underwriter. Notwithstanding anything herein to the contrary, the amount of Registrable Securities to otherwise be included in the underwriting any registration statement shall be allocated, first, subject to the Company and, second, pro rata limitations imposed by Rule 415 under the Securities Act as determined by counsel to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)Company.

Piggy Back Registration. (a) If a Shelf Registration Statement has not been declared effective and the Company has not consummated a Registered Exchange Offer, at any time on or after the date hereof, the Company proposes to register Common Shares file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its securityholders of any class of its debt securities (other than (i) a registration statement on Form S-4 or S-8, Form S-8 or any successor or substitute form that may be adopted by the SEC, and other forms promulgated for similar purposes, or (ii) a than any registration statement with respect to corporate reorganizations an offering the proceeds of which will be used to redeem or other transactions repay all of the Exchange Notes, Private Substitute Exchange Notes, Substitute Exchange Notes and Loans in full), then the Company shall give written notice of such proposed filing to the Holders and Lenders as soon as practicable (but in no event fewer than 15 days before the anticipated filing date), and such notice shall offer such Holders and Lenders the opportunity to register such principal amount of Exchange Notes as each such Holder or Lender may request in writing within 10 days after receipt of such written notice from the Company (which request shall specify the principal amount of the Exchange Notes intended to be disposed of by such Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Company shall use its commercially reasonable best efforts to keep such Piggy-Back Registration continuously effective under Rule 145 of the Securities Act until the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution of all of the Exchange Notes covered thereby. If such registration is pursuant to an underwritten offering, the Company shall use its commercially reasonable best efforts to cause the managing underwriter or underwriters of such proposed offering to permit the Exchange Notes 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 successor rule promulgated for similar purposes)other securityholder included therein, whether and to permit the sale or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), other disposition of such Exchange Notes in a manner which would permit registration accordance with the intended method of Registrable Securities for sale to the public under the Securities Act, each distribution thereof. Any Holder shall have the right to include withdraw its request for inclusion of its Exchange Notes in any such registration all statement pursuant to this Section 4 by giving written notice to the Company of its request to withdraw prior to the time that such registration statement becomes effective. The Company may withdraw a Piggy-Back Registration at any time prior to two days before it becomes effective or part of the Registrable Securities held by such Holder (Company may elect to delay the “Piggyback Registration Right”). At such timeregistration; provided, however, that the Company shall give prompt written notice thereof to all Holders of Registrable Securities participating Holders. No registration statement effected under this Section 4, and no failure to effect a registration statement under this Section 4, shall relieve the Company of its intention obligation to register Common Shareseffect a registration statement pursuant to Section 2 or 3 hereof with respect to any Exchange Notes (including any Exchange Notes as may then be issuable upon exchange for Loans) or Private Substitute Exchange Notes that are subject to restrictions on resale pursuant to the Securities Act, and no failure to effect a registration statement under this Section 4 and to complete the sale of securities registered thereunder shall relieve the Company of any other obligation under the Indenture. (b) Any Holder wishing In a registration pursuant to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15Section 4(a) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves involving an underwritten offering, all if the managing underwriter or underwriters of such offering have informed the Company in writing and the Holders requesting inclusion in such offering that in such underwriter's or underwriters' opinion the total number of Registrable Securities requesting securities which the Company, the Holders and any other persons desiring to participate in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Company shall be required to include in such registration statement only the amount of securities which it is so advised should be included in such registration statement. In such event, (x) in cases initially involving the registration for the sale of securities for the Company’s registration must sell their Registrable Securities to 's own account, securities shall be registered in such offering in the underwriters selected by following order of priority: (i) first, the securities which the Company on proposes to register, (ii) second, the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration securities which have been requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one by the Holders pursuant to this Exhibit C (1) day prior to pro rata based on relative aggregate principal amount of the first use of a preliminary prospectus in connection with Exchange Notes each such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting Holder has requested to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information such registration) and executing documents relating (iii) third, provided that no Exchange Notes sought to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne included by the Holders have been excluded from such registration, the securities of other persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments of the Registrable Securities so registered Company (pro rata based on the number amount of securities so registered. sought to be registered by such persons); and (fy) If in cases not initially involving the registration for the sale of securities for the Company's own account, securities shall be registered in such offering as follows: (i) first, the securities of any person whose exercise of a "demand" registration right pursuant to this Section 3.5 involves an underwritten offering a contractual commitment of the Company is the basis for the registration (provided that if such person is a Holder, there shall be no priority as among Holders, and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities Exchange Notes sought to be underwritten, the number of securities that may included by such Holders shall be included will be limited to pro rata based on relative aggregate principal amount of the number of securities that, in the opinion of Exchange Notes each such underwriter, should be included, and the securities Holder has requested to be included in such registration), (ii) second, the underwriting securities requested to be included in such registration by the Holders pursuant to this Exhibit C (pro rata based on relative aggregate principal amount of the Exchange Notes each such Holder has requested to be included in such registration), (iii) third, securities of other persons entitled to exercise "piggy-back" registration rights pursuant to contractual commitments (pro rata based on the amount of securities sought to be registered by such persons) and (iv) fourth, the securities which the Company proposes to register. If, as a result of the provisions of this Section 4(b), any Holder shall not be allocatedentitled to include all Exchange Notes in a Piggy-Back Registration that such Holder has requested to be included, first, such Holder may elect to withdraw its request to include Exchange Notes in such registration by giving written notice to the Company of such withdrawal election prior to the time that such registration statement becomes effective; provided, however, that a withdrawal election shall be irrevocable and, secondafter making a withdrawal election, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that shall no longer have any securities thereby allocated right to any include its Exchanges Notes in the registration as to which such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)withdrawal election was made.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register Common Shares file a Registration Statement under the Securities Act with respect to an offering by the Company for the account of any of its respective securityholders of any class of its common equity securities (other than (i) a registration statement Registration Statement on Form S-4 or S-8, S-8 (or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of substitute form that may be adopted by the Securities Act or any successor rule promulgated for similar purposesSEC), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, then the Company shall give prompt written notice of such proposed filing to all the Holders of Registrable Securities of its intention as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register Common Shares. such number of shares of Registrable Securities as each such Holder may request (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice which request shall specify the number of Common Shares Registrable Securities intended to be disposed of by such Holder, which might be all or Selling Holder and the intended method of distribution thereof) (a portion "Piggy-Back Registration"). In the case of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationunderwritten offering, the Company shall determine for any reason not use its best efforts to proceed with cause the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice managing Underwriter or Underwriters of such determination proposed underwritten offering to each Holder of permit the Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the Company’s registration must sell their Registrable Securities a Piggy-Back Registration to the underwriters selected by the Company be included on the same terms and conditions as apply any similar securities of any other securityholder included therein and to permit the Company (including entering into an underwriting agreement sale or other disposition of such Registrable Securities in customary form accordance with the underwriter or underwriters selected intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for such offering by the Company), as may be customary or appropriate inclusion of its Registrable Securities in combined primary and secondary offerings. (c) If a registration requested any Registration Statement pursuant to this Section 3.5 involves an underwritten public offering, any Holder 2.1 by giving written notice to the Company of Registrable Securities requesting its request to be included in such registration may elect, in writing at least one (1) day withdraw prior to the first use of time such Registration is declared or becomes effective. The Company may withdraw a preliminary prospectus in connection with such registration, not Piggy-Back Registration at any time prior to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the time it is declared or becomes effective; provided that the Company in all reasonable respects by supplying information and executing documents relating shall give prompt notice thereof to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) participating Selling Holders. The Company shall will pay all Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 3.5. All Selling Expenses applicable 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 sold by Holders incurred in connection with each pursuant to a registration statement effected pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If 2.1. No failure to effect a registration pursuant to under this Section 3.5 involves an underwritten offering 2.1 and to complete the managing underwriter determines sale of shares of Common Stock in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting connection therewith shall be allocated, first, to relieve the Company and, second, pro rata to all of any other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)obligation under this Agreement.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes shall determine to register Common Shares under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) any of its common stock (other than (i) a registration relating solely to the sale of securities to participants in a Company employee benefits plan, or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 covering the sale of the Securities Act or any successor rule promulgated for similar purposesRegistrable Shares), whether or not for sale for its own account it shall send to Holder written notice of such determination and, if within ten (including10) business days after receipt of such notice, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have so request in writing, the right Company shall use its best efforts to include in such registration statement all or part of the Registrable Securities held Shares that Holder requests to be registered, except that if, in connection with any offering involving an underwriting of common stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of common stock included in any such Holder (the “Piggyback Registration Right”). At registration statement because, in such timeunderwriter’s judgment, such limitation is necessary based on market conditions, the Company shall give prompt written notice be obligated to all Holders include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver Shares equal to the Company a written notice within fifteen product of (15i) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the total number of shares of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting Stock to be included in such registration statement after (x) the underwriter’s cut back, if any, (y) any securities which have Prior Registration Rights and (z) securities offered by the Company for its own account, and (ii) Holder’s Ownership Percentage. If Holder disapproves of the terms of such underwriting, he may electelect to withdraw therefrom by written notice to the Company and the underwriter. Notwithstanding the foregoing, in writing at least one (1) day prior to the first use of a preliminary prospectus event that the Company, in connection with such registrationits reasonable judgment, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on concludes that the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities shares otherwise to be included in the underwriting Registration Statement exceeds the number of shares allowable pursuant to Rule 145, the right of Holder hereunder shall be allocatedsubordinate to any Prior Registration Rights. In addition, firstexcept in connection with a registration statement for an underwritten offering, the rights set forth in this Section 2.2 shall not apply during any period that an S-8 Registration is available to cover the Company and, second, pro rata to all other requesting Holders on the basis resale of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)Securities.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register Common Shares any Voting Securities under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public for cash for its own account or for the account of its security holders other than Holders (except with respect to Registration Statements on Forms S-4 or S-8 for purposes permissible under such forms as of the Securities Actdate hereof), each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall time it will give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver do so no less than 20 days prior to the anticipated filing date. Upon the written request of any Holder, received by the Company a written notice within fifteen (15) days no later than the 15th day after the receipt by such Holder of the notice sent by the Company’s notice. Such Holder’s written notice , to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of its Registrable Securities (which request shall specify state the number intended method of Common Shares intended to be disposed of by such Holderdistribution thereof if the Company's offering is not an underwritten offering), which might be all or a portion of such Holder’s Registrable Securities. The the Company will, subject to Sections 3.5(c) and (f) below, will use its commercially reasonable best efforts to effect cause the registration under the Securities Act of all Registrable Securities as to which the Company has registration shall have been so requested to register be included in the securities to be covered by the Holders thereofRegistration Statement proposed to be filed by the Company, on the same terms and conditions as any similar securities included therein, all to the extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities so registered; PROVIDED, HOWEVER, that the Company may at any time prior to the effectiveness of any such Registration Statement, in its sole discretion and without the consent of any Holder, abandon the proposed offering in which any Holder had requested to participate. The number of Registrable Securities to be included in such a registration shall be reduced or eliminated if and to the extent, in the case of an underwritten offering, the managing underwriter shall render to the Holders that have requested inclusion of Registrable Securities in such offering its opinion that such inclusion would adversely affect the price or materially jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein; PROVIDED, HOWEVER, that such number of shares of Registrable Securities shall not be reduced if any securities included in such registration are included other than for the account of the Company or a Holder. From and after the date of this Agreement and until no Registrable Securities remain outstanding, the Company shall not grant any piggy-back registration rights to any Person unless such rights are expressly made subject to the prior right of Holders to include any or all of their Registrable Shares before such other Person includes any shares in any registration with respect to which, in the opinion of the managing underwriter (if the method of distribution is an underwritten public offering) or in the opinion of the Holders owning a majority of the Registrable Securities so requested to be registered; provided that registered (x) if, at any time after giving written notice if such method of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationdistribution is not an underwritten public offering), the Company shall determine for any reason not inclusion in the offering of all shares requested to proceed with be registered by all Persons holding registration rights would adversely affect the proposed registration price or materially jeopardize the successful marketing of the securities (including the Registrable Securities) to be sold by it, sold. In the Company may, at its election, give written notice of such determination to each Holder event that the number of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in a registration is to be reduced as provided above, the Company’s registration must number of Registrable Securities to be included by each Holder shall be reduced in proportion to the respective numbers of Registrable Securities specified in their respective written requests for registration. Notwithstanding anything to the contrary contained in this Section 2.02, in the event that there is a firm commitment underwritten offering of securities of the Company pursuant to a Registration Statement covering Registrable Securities and a Holder does not elect to sell their (or elects to sell but is selling or being permitted to sell less than all of) its Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by of the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such 's securities in connection with such registration. offering, such Holder shall not (dother than to the underwriters in such offering) All Holders offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Registrable Securities requesting to 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 shall be included specified in writing by the underwriters, shall not exceed any registration shall cooperate with period during which management of the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration others are similarly prohibited from disposing of shares of Common Stock and shall enter into such undertakings not be a period greater than 10 days prior to and take such other action relating to a proposed offering which 60 days following the Company or date of effectiveness under the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders Act of the Registrable Securities so registered pro rata based on Registration Statement relating thereto if the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, net proceeds to the Company and, second, pro rata from such offering will be $50,000,000 or greater and shall not be a period greater than 10 days prior to all other requesting Holders on and 45 days following the basis date of effectiveness under the Securities Act of the relative number of Registrable Securities then requested Registration Statement relating thereto if the net proceeds to be sold by each the Company from such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request offering will be reallocated among the remaining requesting Holders in like manner)less than $50,000,000.

Piggy Back Registration. (a) If at any time on or after the date hereoftime, the Company proposes to register Common file a registration statement, other than the Registration Statement on behalf of the Pledged Shares and the Retained Shares, on Form S-1, S-2 or S-3, their successor for▇▇ ▇▇ ▇▇y other form under the Securities Act appropriate for a primary public offering by the Company (other than (ifor the purpose of making an acquisition or in connection with option plans) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 an underwritten offering of Common Stock, whether for the account of the Securities Act Company or any successor rule promulgated for similar purposesother person (a "Proposed Registration"), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt advise the Holders by written notice at least 20 days prior to all the filing of any such registration statement, and such notice shall offer the Holders of Registrable Securities of its intention the opportunity to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt such number of the Company’s notice. Such Holder’s written notice Pledged Shares, the Retained Shares and the Released Shares, if any, as such Holder may request (which request shall specify the number of Common Shares shares intended to be disposed of by such Holder, which might be all or the Holders and the intended method of distribution thereof) (a portion of such Holder’s Registrable Securities"Piggy-Back Registration"). The Company will, subject to Sections 3.5(c) and (f) below, shall use its commercially reasonable best efforts to effect cause the registration under the Securities Act managing underwriter or underwriters of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite any Proposed Registration to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationPledged Shares, the Company shall determine for Retained Shares and the Released Shares, if any reason not to proceed with the proposed registration of the securities to be sold by it(collectively, the Company may"Piggy-Back Shares"), at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the Company’s registration must sell their Registrable Securities a Piggy-Back Registration to the underwriters selected by the Company be included on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder similar securities of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or any other securityholder included therein and to permit the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules sale or other requirements disposition of a securities exchange listing or otherwise such Piggy-Back Shares in accordance with the intended method of distribution thereof, provided, however, in no event shall the Company be required to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on reduce the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested proposed to be sold by each such Holder (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 the Piggy-Back Shares to be included. The Company may withdraw a Proposed Registration at any time prior to the time it becomes effective; provided that any securities thereby allocated the Company shall give prompt notice thereof to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)Holders. Notwithstanding the foregoing, the Company shall have no obligations to Universal under this Agreement with respect to the Released Shares.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register Common Shares file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its securityholders of any class of its common equity securities (other than (i) a registration statement Registration Statement on Form S-4 or S-8, S-8 (or any successor or other forms promulgated for similar purposes, substitute form that may be adopted by the SEC) or (ii) a registration statement Registration Statement filed in connection with respect an exchange offer or offering of securities solely to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposesCompany's existing securityholders), whether or not for sale for its own account (including, without limitation, any registration effected pursuant then the Company shall give written notice of such proposed filing to Section 3.1 hereof), in a manner which would permit registration the Holders of Registrable Securities for sale as soon as practicable (but in no event fewer than 15 days before the anticipated filing date or 10 days if the Company is subject to filing reports under the public Exchange Act and able to use Form S-3 under the Securities Act), and 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 15 (or eight days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act) days after receipt of such written notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "PIGGY-BACK REGISTRATION"). The Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Company shall use its best efforts to cause the managing underwriter or underwriters, if any, of such proposed 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 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 include in such registration all or part withdraw its request for inclusion of the its Registrable Securities held in any Registration Statement pursuant to this Section 2.2 by such Holder (giving written notice to the “Piggyback Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration Right”). At such timeat any time prior to the time it becomes effective or the Company may elect to delay the registration; PROVIDED, HOWEVER, that the Company shall give prompt written notice thereof to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securitiesparticipating Selling Holders. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall will pay all Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 3.5. All Selling Expenses applicable to 2.2, and each Holder of Registrable Securities sold by Holders incurred in connection with each registration 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 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If 2.2. No registration effected under this Section 2.2, and no failure to effect a registration pursuant to under this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten2.2, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to relieve the Company and, second, pro rata of its obligation to all other requesting effect a registration upon the request of Holders on the basis of the relative number of Registrable Securities then requested pursuant to be sold by each such Holder (provided that Section 2.1 hereof, and no failure to effect a registration under this Section 2.2 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)other obligation under this Agreement.

Piggy Back Registration. (a) If at any time on or after the date hereof----------------------- Company has completed a Public Equity Offering, the Company proposes to register Common Shares file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its securityholders of any class of its Common Stock in a firmly underwritten Public Equity Offering (other than (i) a registration statement Registration Statement on Form S-4 or S-8, S-8 (or any successor or other forms promulgated for similar purposes, substitute form that may be adopted by the SEC) or (ii) a registration statement Registration Statement filed in connection with respect an exchange offer or offering of securities solely to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposesCompany's existing securityholders), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, then the Company shall give prompt written notice of such proposed filing to all the Holders of Registrable Securities of its intention as soon as practicable (but in no event fewer than 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register Common Shares. (b) Any such number of shares of Registrable Securities as each such Holder wishing to exercise its Piggyback Registration Right shall deliver to may request in writing within 30 days after receipt of such written notice from the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice which request shall specify the number of Common Shares Registrable Securities intended to be disposed of by such Holder, which might be all or Selling Holder (a portion of such Holder’s Registrable Securities"Piggy-Back Registration"). The Company will, subject to Sections 3.5(c) and (f) below, shall use ----------------------- its commercially reasonable best efforts to effect the registration keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of all Registrable Securities which (A) an aggregate of 90 days after the Company has been so requested to register effective date thereof or (B) the consummation of the distribution by the Holders thereof, to the extent requisite to permit the disposition of all of the Registrable Securities so to be registered; provided that (x) 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 covered thereby. The Company shall determine for any reason not use its best efforts to proceed with cause the proposed registration of the securities to be sold by itmanaging Underwriter or underwriters, the Company mayif any, at its election, give written notice of such determination proposed offering to each Holder of permit the Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the Company’s registration must sell their Registrable Securities a Piggy-Back Registration to the underwriters selected by the Company be included on the same terms and conditions as apply to any similar securities of the Company (including entering into an underwriting agreement or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in customary form accordance with the underwriter or underwriters selected intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for such offering by the Company), as may be customary or appropriate inclusion of its Registrable Securities in combined primary and secondary offerings. (c) If a registration requested any Registration Statement pursuant to this Section 3.5 involves an underwritten public offering, 2.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day time prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with time it becomes effective or the Company in all reasonable respects by supplying information and executing documents relating may elect to such Holder or delay the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which registration; provided, however, that the Company or the underwriters may reasonably request as being necessary shall -------- ------- give prompt written notice thereof to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) participating Selling Holders. The Company shall will pay all Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 3.5. All Selling Expenses applicable to 2.2, and each Holder of Registrable Securities sold by Holders incurred in connection with each registration 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 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If 2.2. No registration effected under this Section 2.2, and no failure to effect a registration pursuant to under this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten2.2, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to relieve the Company and, second, pro rata of its obligation to all other requesting effect a registration upon the request of Holders on the basis of the relative number of Registrable Securities then requested pursuant to be sold by each such Holder (provided that Section 2.1 hereof, and no failure to effect a registration under this Section 2.2 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)other obligation under this Agreement.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register Common Shares any of its capital stock or other securities under the Securities Act in connection with the public offering of such securities (other than (i) in connection with the Company's initial public offering or a registration on Form S-8 or any form which does not include substantially the same information as would be required to be included in a registration statement on Form S-4 or S-8covering the public sale of Common Stock), or any successor or other forms promulgated for similar purposesthe Company shall, or (ii) each such time, promptly give each Holder written notice of such registration, together with a registration statement with respect to corporate reorganizations or other transactions under Rule 145 list of the Securities Act or any successor rule promulgated for similar purposes)jurisdictions in which the Company intends to attempt to qualify such securities under applicable state securities laws. Upon the written request of each Holder given within thirty (30) days after mailing of such written notice from the Company in accordance with this Section 3, whether or not for sale for its own account (includingthe Company shall, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale subject to the public under the Securities Actprovisions of Section 3(b) and Section 9 hereof, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by that each such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice has requested to all Holders of Registrable Securities of its intention to register Common Sharesbe registered. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to Notwithstanding the Company a written notice within fifteen (15) days after foregoing, in the receipt of event the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all proposed registration is in whole or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationpart an underwritten public offering, the Company shall determine for any reason not to proceed with so advise the proposed registration Holders as part of the securities written notice under Subsection 3(a). If the managing underwriter determines and advises the Company in writing that the inclusion of such shares of requesting Holders, together with all shares of the Company's capital stock to be sold offered by itthe Company, would materially adversely affect the successful marketing of such securities, then (i) the Company may, at its election, give written notice shall immediately provide all Holders requesting inclusion in such registration with a copy of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationwritten advice, and (yii) if such registration involves an underwritten offering, all Holders the number of Registrable Securities requesting shares of capital stock otherwise to be included in the Company’s registration must sell statement by Holders shall be reduced pro rata among such Holders requesting inclusion of their Registrable Securities shares in such registration statement in proportion to the underwriters selected number of shares of the Company's capital stock then owned by each with respect to which it has registration rights. The parties agree that in any registration for a public offering the managing underwriter may reduce the number of shares on a pro rata basis to be included by Holders but in no event shall the shares to be offered by the Company on Holders be reduced to below fifteen percent (15%) of the same total number of shares to be included in the registration statement, or such lesser number of shares as are requested to be included by the Holders. If any Holder disapproves of the terms and conditions as apply of such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company (including entering into an underwriting agreement in customary form with and the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offeringsmanaging underwriter. (c) If a registration requested The Company is obligated to effect up to three (3) such registrations at the request of the Holders pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration3. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If at any time on or after the date hereofOctober 1, 2006, the Company proposes to register Common Shares file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its securityholders (a “Selling Securityholder”) of any class of equity security (other than (i) a registration statement on Form S-4 or S-8, S-8 (or any successor or other forms promulgated for similar purposes, substitute form that may be adopted by the SEC) or (ii) a registration statement filed in connection with respect an exchange offer or offering of securities solely to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposesCompany’s existing securityholders), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, then the Company shall give prompt written notice of such proposed filing to all the Holders of Registrable Securities of its intention as soon as practicable (but in no event less than 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register Common Shares. such number of shares of Registrable Securities as each such Holder may request (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice which request shall specify the number of Common Shares Registrable Securities intended to be disposed of by such HolderHolder and the intended method of distribution thereof) (a “Piggy-Back Registration”); provided, which might be however, that Holders may exercise such right only in the event that they shall have converted all or a portion of such Holder’s Registrable Securitiestheir Series A Preferred Stock into Common Stock. The Company will, subject to Sections 3.5(c) and (f) below, shall use its commercially reasonable best efforts to effect cause the registration under the Securities Act managing underwriter or underwriters of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite a proposed underwritten offering to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the Company’s registration must sell their Registrable Securities a Piggy-Back Registration to the underwriters selected by the Company be included on the same terms and conditions as apply those of the Selling Securityholder or the Company, as the case may be, and to permit the Company (including entering into an underwriting agreement sale or other disposition of such Registrable Securities in customary form accordance with the underwriter or underwriters selected intended method of distribution thereof. Any Holder shall have the right to withdraw its request for such offering by the Company), as may be customary or appropriate inclusion of its Registrable Securities in combined primary and secondary offerings. (c) If a registration requested any Registration Statement pursuant to this Section 3.5 involves an underwritten public offering2(b) by giving written notice to the Company of its request to withdraw prior to the effective date of such registration statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, any Holder provided that the Company shall give prompt notice thereof to participant Holders and shall reimburse Holders of Registrable Securities requesting requested to be included in such registration may elect, in writing at least one Piggy-Back Registration of all reasonable out-of-pocket expenses (1including counsel fees and expenses) day incurred prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registrationwithdrawal. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

Piggy Back Registration. (a) If at any time on or after In the date hereof, event that the Company proposes to register any Common Shares Stock under the Securities Act (1933 Act, other than (i) pursuant to a registration statement on Form Forms S-4 or S-8S-8 or any successor to such Forms, either for its own account or for the purpose of the sale of Common Stock owned by any present or future holder of Common Stock, or any other obligation of the Company to register securities on Form S-▇, ▇▇-▇, ▇-▇ or S-3, or any successor to such Forms, the Company shall mail or other forms promulgated for similar purposesdeliver to all holders of Registrable Securities, or (ii) a at least 10 days prior to the filing with the SEC of the registration statement with respect covering such Common Stock, a written notice (a “Registration Notice”) of its intention so to corporate reorganizations register such Common Stock. (b) In the event that a Registration Notice shall have been so mailed or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes)delivered, whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration each holder of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right may elect to include in such registration statement such percentage of its Registrable Securities as equals the percentage derived by adding all or part of the shares of Common Stock registered on behalf of each of the holders on whose behalf such registration statement is being filed (excluding the holders of Registrable Securities) and dividing such number by the total number of shares of Common Stock owned by such holders (excluding the holders of Registrable Securities). To the extent that a holder of Registrable Securities held chooses to include such Registrable Securities as it is entitled to include pursuant to the preceding sentence such holder shall mail or deliver to the Company, a written notice (a “Supplemental Notice”) (i) specifying the number of shares of Registrable Securities proposed to be sold or otherwise transferred by such Holder holder, (ii) describing the “Piggyback proposed manner of sale or other transfer thereof under the Securities Act; PROVIDED, HOWEVER, that such Supplemental Notice shall be so mailed or delivered by such holder not more than 5 days after the date of delivery to such holder of a Registration Right”). At such timeNotice. (c) If the registration of which the Company gives notice as provided above is for a registered public offering involving an underwriting, the Company shall give prompt written notice to all Holders so advise the holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company as a written notice within fifteen (15) days after the receipt part of the Company’s noticeRegistration Notice given pursuant to this Section 2. Such Holder’s written notice shall specify In such event the number right of Common Shares intended to be disposed any holder of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, registration pursuant to this Section 2 shall be conditioned upon such holder’s participation in such underwriting to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder herein. All holders of Registrable Securities and, thereupon, proposing to distribute their securities through such underwriting shall be relieved (together with the shares of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting Common Stock to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected registered by the Company on the same terms and conditions as apply to shares of Common Stock held by Persons who by virtue of agreements with the Company are entitled to include shares in such registration (including entering the “Other Shareholders”)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering underwriting by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) . If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder holder of Registrable Securities requesting disapproves of the terms of any such underwriting, it may elect to be included in such registration may elect, in writing at least one (1) day prior withdraw therefrom by written notice to the first use of a preliminary prospectus in connection with Company and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such registration, not to register such securities in connection with underwriting shall be withdrawn from such registration. (d) All Holders Notwithstanding any other provision of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by 2, if the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities shares to be underwritten, the underwriter may exclude from such registration and underwriting all of the Registrable Securities which would otherwise be underwritten pursuant to this Section 2. The Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be underwritten and the number of shares of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities are entitled to be included in the underwriting registration, then the Company shall be allocatedobligated to include in such registration statement only such limited portion (which may be none) of the Registrable Securities as the managing underwriter determines in good faith. (e) Notwithstanding the foregoing provisions, first, the Company may withdraw any registration statement referred to in this Section 2 without thereby incurring any liability to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number holders of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)Securities.

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company New Parent proposes to register any New Parent Common Shares Stock under the Securities Act for its own account or for the account of other Persons who are not Holders (other than (i) a registration statement (a) on Form S-4 or S-8, or (b) on any successor or other forms promulgated for similar purposesform that 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, or (iic) in which the only New Parent Common Stock being registered in New Parent Common Stock issuable upon conversion of debt securities that are also being registered) then New Parent will give written notice thereof to the Holders (a registration statement with respect to corporate reorganizations “Piggy-Back Notice”) as soon as practicable (but in no event less than three calendar days before the anticipated filing date or other transactions under Rule 145 commencement date, as applicable) (a “Piggy-Back Transaction”). The Piggy-Back Notice will state the intended method of disposition of the Securities Act or any successor rule promulgated for similar purposes)securities in the Piggy-Back Transaction, whether or not for sale for its own account (including, without limitation, any registration effected pursuant and such notice will offer the Holders the opportunity to Section 3.1 hereof), sell in a manner which would permit registration such Piggy-Back Transaction such number of shares of Registrable Securities for sale to the public under the Securities Act, as each such Holder shall have the right may request. Any Holder may elect to include its Registrable Securities in such registration all or part of the Registrable Securities held Piggy-Back Transaction by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give delivering written notice of such determination to each Holder election (such notice including the number of shares of Registrable Securities andthe Holder desires to include) within three calendar days of receipt of the Piggy-Back Notice. New Parent will use commercially reasonable efforts, thereuponsubject to the last sentence of this Section 2.03, shall be relieved to cause the managing underwriter, if any, of its obligation such Piggy-Back Transaction to register any permit the Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the Company’s registration must sell their Registrable Securities therein to the underwriters selected by the Company be included on the same terms and conditions as apply to the Company (including entering any other securityholders. Such Holders proposing to distribute their Registrable Securities through a Piggy-Back Transaction will enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering transaction by New Parent. Notwithstanding anything contained herein, if the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use managing underwriters of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information Piggy-Back Transaction advise New Parent and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata included in such offering in writing that based on prevailing market precedent and public investor expectations the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities requested to be underwritten, included in the Piggy-Back Transaction exceeds the number of securities that may can be included sold therein without materially and adversely affecting the marketability of the offering, then the amount of securities to be offered will be limited reduced to the a number of securities that, in the written opinion of such underwriter, should managing underwriters can be includedsold without having such a material and adverse effect, and the securities to be included in the underwriting shall such Piggy-Back Transaction will be allocated, (a) first, to the Company andNew Parent, (b) second, to the Holders that have requested to participate in such Piggy-Back Transaction on a pro rata to all other requesting Holders basis based on the basis of the relative number of Registrable Securities then requested held by each Holder, and (c) third, if there remains availability for additional New Parent Common Stock to be sold by each included in such Holder Piggy-Back Transaction, to the holders of any other securities eligible for inclusion in such Piggy-Back Transaction (provided that any it being understood there are no such eligible securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among as of the remaining requesting Holders date of this Agreement). The rights in like manner)this Section 2.03 shall expire on June 17, 2029.

Piggy Back Registration. (a) If at any time on or after Within six (6) years from the date hereofof this Agreement, whenever the Company proposes to file a Registration Statement (as defined below), it will, prior to such filing, give written notice to the Optionee of its intention to do so and, upon the written request of the Optionee given within 5 days after the Company provides such notice (which request shall state the intended method of disposition of the Registrable Shares (defined below)), the Company shall use its best efforts to cause all such shares of Common Stock underlying the Contingent Options (the "Registrable Shares") which the Company has been requested by the Optionee to register Common Shares to be registered under the Securities Act (other than (i) a registration statement on Form S-4 or S-8of 1933, or any successor as amended, to the extent necessary to permit their sale or other forms promulgated for similar purposes, or (ii) a registration statement disposition in accordance with respect to corporate reorganizations or other transactions under Rule 145 the intended methods of distribution specified in the request of the Securities Act Optionee; PROVIDED, HOWEVER, that the Company shall have the right postpone or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, withdraw any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale this SECTION 7 without any obligation to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common SharesOptionee whatsoever. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the In connection with any registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationthis SECTION 7 involving an underwritten offering, the Company shall determine for not be required to include any reason not to proceed with Registrable Shares in such registration unless the proposed registration holder thereof accepts the terms of the securities to be sold by it, underwriting as agreed upon between the Company mayand the underwriters selected by the Company. If, at its electionin the opinion of the managing underwriter, give written notice it is appropriate because of such determination marketing factors to each Holder limit the number of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting Shares to be included in the Company’s offering, then the Company shall be required to include in the registration must sell their only that number of Registrable Securities Shares, if any, which the managing underwriter believes should be included therein, and shall be entitled to include before such Registrable Shares up to the underwriters selected number of shares of Common Stock to be issued by the Company on in the same terms and conditions as apply to offering; PROVIDED, HOWEVER, that no persons or entities other than the Company (including entering into an underwriting agreement and the Optionee shall be permitted to include securities in customary form the offering. If the number of Registrable Shares to be included in the offering in accordance with the underwriter or underwriters selected for such offering by foregoing is less than the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder total number of shares which the holder of Registrable Securities requesting Shares has requested to be included, then the holder of Registrable Shares who has requested registration and other holders of securities entitled to be included in such registration may elect, shall participate in writing at least one (1) day prior the registration pro rata based upon their total ownership of shares of Common Stock subject to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registrationmanaging underwriter's discretion. (dc) All Holders For the purposes of Registrable this SECTION 7 the term "Registration Statement" means a registration statement filed by the Company with the Securities requesting and Exchange Commission for a public offering and sale of Common Stock (other than a Registration Statement on Form S-4, or its successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be included issued in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder exchange for securities or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements assets of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manneranother corporation).

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register any of its Common Shares Stock under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, required to be filed in respect of employee benefit plans of the Company or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect relating to corporate reorganizations or other transactions under Rule 145 acquisitions) in an underwritten offering of Common Stock by the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such timeCompany, the Company shall will give prompt written notice to all Holders of Registrable Securities the Purchaser of its intention to register do so. Upon the written request (stating the intended method of disposition of such Common Shares. Stock) of the Purchaser, given within ten (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (1510) days after transmittal by the receipt of Company to the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion Purchaser of such Holder’s Registrable Securities. The notice, the Company will, subject to Sections 3.5(c) and (f) belowthe limitations contained in this Section 7.3, use its all commercially reasonable efforts to effect cause all such Purchased Shares and Additional Purchased Shares, as applicable, of the registration Purchaser to be registered under the Securities Act of Act, all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition sale for value by the Purchaser of the Registrable Securities Purchased Shares and Additional Purchased Shares, as applicable, so registered. However, if the underwriter managing such registration notifies the holders in writing that market or economic conditions limit the amount of securities which may reasonably be expected to be registered; provided that (x) 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 registrationsold, the Company shall determine for any reason not to proceed with the proposed registration number of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting shares to be included in such registration may elect, in writing at least one (1) day prior to of the first use Purchaser and all other holders of a preliminary prospectus in connection Common Stock with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any bona fide contractual registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 rights shall be borne by the Holders of the Registrable Securities so registered reduced pro rata based on the number of securities so registeredshares of Common Stock with respect to which registration is requested by the Purchaser and each other person exercising such contractual registration rights. (fb) If a The Purchaser shall be entitled to participate in the sale of Purchased Shares and Additional Purchased Shares held at such time by the Purchaser under no more than one registration statement pursuant to Section 7.3(a) hereof. However, if the Additional Closing Date is subsequent to the Purchaser's participation in an underwritten public offering pursuant to Section 7.3, the Purchaser shall thereafter be entitled to participate in the sale of Additional Purchased Shares under no more than one registration statement pursuant to Section 7.3(a) hereof. Notwithstanding anything in this Agreement to the contrary, the Purchaser will not be permitted to sell any Purchased Shares or Additional Purchased Shares pursuant to the rights granted under this Section 3.5 involves an 7.3 in the Company's first underwritten offering of Common Stock to occur after the Closing Date. If the Purchaser disapproves of the terms of any such registration, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter determines in good faith that marketing factors require a limitation on underwriter. (c) The Company shall have the number of securities right to be underwritten, the number of securities that may be included will be limited terminate or withdraw any registration initiated by it under this Section 7.3 prior to the number of securities that, in the opinion effectiveness of such underwriter, should be included, and registration whether or not the Purchaser has elected to include securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)registration.

Piggy Back Registration. (a) a. If at any time on or after the date hereof, the Company proposes to register Common Shares file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security (other than (i) a registration statement on Form Forms S-4 or S-8, S-8 (or any their successor forms) or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 registrationan exchange offer or an offering of securities solely to the Company's existing Shareholders), then the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, in each case give written notice of such determination proposed filing to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all the Holders of Registrable Securities requesting at least twenty days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. The Company shall use reasonable diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of Registrable Securities requested to be included in the Company’s registration must sell their Registrable Securities for such offering to the underwriters selected by the Company include such securities in such offering on the same terms and conditions as apply to any similar securities of the Company (including entering into an underwriting agreement in customary form with included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters selected for of such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If delivers a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior written opinion to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with that the total amount of securities which they and the Company and any other Persons intend to include in all reasonable respects by supplying information such offering is sufficiently large to materially and executing documents relating to adversely affect the success of such Holder or offering, then the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration amount of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to be offered for the accounts of Holders of Registrable Securities sold by Holders incurred and other Persons who have the contractual right to have securities included in connection the offering shall, to the extent not inconsistent with each registration pursuant to this Section 3.5 shall be borne by the Holders contractual obligations of the Registrable Securities so registered Company existing on the date hereof, be reduced pro rata based on the number amount of securities so registered. (f) If a registration each has requested to be included in the offering pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited such contractual rights to the number of securities thatextent necessary, in the opinion of such managing underwriter, should be included, and to reduce the total amount of securities to be included in the underwriting shall be allocated, first, such offering to the amount recommended by such managing underwriter. b. Notwithstanding anything to the contrary contained in this Agreement, the Company and, second, pro rata shall not be required to all other requesting Holders on the basis of the relative number of include Registrable Securities then requested to be sold by each such Holder in any registration statement if the proposed registration is (provided that any a) a registration of a stock option or other employee incentive compensation plan or of securities thereby allocated issued or issuable pursuant to any such plan, (b) a registration of securities issued or issuable pursuant to a Shareholder reinvestment plan or other similar plan, (c) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company, or (d) a registration of securities pursuant to a "rights" or other similar plan designed to protect the Company's Shareholders from a coercive or other attempt to take control of the Company. c. The Company may withdraw any registration statement and abandon any proposed offering initiated by the Company without the consent of any Holder of Registrable Securities, notwithstanding the request of any such Holder to participate therein in accordance with this provision, if the Company determines, in good faith in its sole discretion, that exceed such Holder’s request will action is in the best interests of the Company and its Shareholders (for this purpose, the interest of the Holders shall not be reallocated among the remaining requesting Holders in like mannerconsidered).

Piggy Back Registration. (a) If at any time on or after the date hereof, the Company proposes to register Common Shares under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 The Holders of the Securities Act or any successor rule promulgated for similar purposes), whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder this Registration Rights Agreement shall have the right to include all Registrable Securities as part of any registration of securities filed by the Company (other than that required to be filed pursuant to the terms herein, and in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holders agree it shall not have any piggy-back registration all rights pursuant to this Agreement if the Registrable Securities may be sold in the 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 Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such timeregistration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securities. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of may require that the Registrable Securities so requested for inclusion pursuant to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to this Section be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company underwriting on the same terms and conditions as apply the securities otherwise being sold through the underwriters and the Holders agree to the Company (including entering enter into an underwriting agreement in customary form with reasonably acceptable to the Holders. If in the good faith judgment of the underwriter or underwriters selected for evidenced in writing of such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If only a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder limited number of Registrable Securities requesting to should be included in such registration may electoffering, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with or no such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, 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 securities proportion that the number of shares of selling stockholders permitted to be included registered by the underwriter in such offering bears to the underwriting 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 allocatedwithheld from the market by the Holders thereof for a period, firstnot 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 Agreement prior to the effectiveness of such registration whether or not any Holder elected to include securities in such registration. All registration expenses incurred by the Company andin complying with this Agreement shall be paid by the Company, secondexclusive of underwriting discounts, pro rata commissions and legal fees and expenses for counsel to all other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)Holders.

Piggy Back Registration. (a) If at any time on or after the date hereofCompany has completed a Public Equity Offering, the Company proposes to register Common Shares file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its securityholders of any class of its Common Stock in a firmly underwritten Public Equity Offering (other than (i) a registration statement Registration Statement on Form S-4 or S-8, S-8 (or any successor or other forms promulgated for similar purposes, substitute form that may be adopted by the SEC) or (ii) a registration statement Registration Statement filed in connection with respect an exchange offer or offering of securities solely to corporate reorganizations or other transactions the Company's existing securityholders), then the Company shall give written notice of such 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 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 30 days after receipt of such written notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder (a "Piggy-Back Registration"). The Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under Rule 145 of 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 of the Registrable Securities covered thereby. The Company shall use its best efforts to cause the managing Underwriter or underwriters, if any, of such proposed 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 or any successor rule promulgated for similar purposes), whether other securityholder included therein and to permit the sale or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration other disposition of such Registrable Securities for sale to in accordance with the public under the Securities Act, each intended method of distribution thereof. Any Selling Holder shall have the right to include in such registration all or part withdraw its request for inclusion of the its Registrable Securities held in any Registration Statement pursuant to this Section 2.2 by such Holder (giving written notice to the “Piggyback Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration Right”). At such timeat any time prior to the time it becomes effective or the Company may elect to delay the registration; provided, however, that the Company shall give prompt written notice thereof to all Holders of Registrable Securities of its intention to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice shall specify the number of Common Shares intended to be disposed of by such Holder, which might be all or a portion of such Holder’s Registrable Securitiesparticipating Selling Holders. The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company), as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall will pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to No registration effected under this Section 3.5. All Selling Expenses applicable 2.2, and no failure to Registrable Securities sold by Holders incurred in connection with each effect a registration pursuant to under this Section 3.5 2.2, shall be borne by relieve the Holders Company of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If its obligation to effect a registration pursuant to this Section 3.5 involves an underwritten offering and upon the managing underwriter determines in good faith that marketing factors require a limitation on the number request of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders on the basis of the relative number of Registrable Securities then requested pursuant to be sold by each such Holder (provided that Section 2.1 hereof, and no failure to effect a registration under this Section 2.2 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)other obligation under this Agreement.

Piggy Back Registration. (a) If at any time on following or after the date hereofin connection with a Successor Corporation Transaction, the Company proposes to register Common Shares file a Registration Statement under the Securities Act (other than (i) a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes, or (ii) a registration statement with respect to corporate reorganizations or other transactions under Rule 145 an offering for the account of the Securities Act or any successor rule promulgated for similar purposes)holder of Successor Corporation Shares, whether or not for sale for its own account (including, without limitation, any registration effected pursuant to Section 3.1 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, then the Company shall give prompt written notice of such proposed filing to all the Holders of Registrable Securities of its intention as soon as practicable (but in no event less than 15 Business Days before the anticipated filing date), and such notice shall offer the Holders the opportunity to register Common Shares. (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt such number of Successor Warrant Shares as each of the Company’s notice. Such Holder’s written notice Holders may request (which request shall specify the number of Common Successor Warrant Shares intended to be disposed of by such Holderselling Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"), unless such Successor Warrant Shares are freely transferable under the Securities Act, in which might be all or case such Holders shall have no right to request, and the Company shall have no obligation to undertake, a portion of such Holder’s Registrable SecuritiesPiggy-Back Registration. The Company will, subject to Sections 3.5(c) and (f) below, shall use its commercially reasonable best efforts to effect cause the registration under managing underwriter or underwriters of any underwritten offering described in the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite Registration Statement to permit the disposition of the Registrable Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting Successor Warrant Shares requested to be included in the Company’s registration must sell their Registrable Securities a Piggy-Back Registration to the underwriters selected by the Company be included on the same terms and conditions as apply any similar securities of any other securityholder included therein and to permit the Company (including entering into an sale or other disposition of such Successor Warrant Shares in accordance with the intended method of distribution thereof, and it shall be a condition of inclusion of Successor Warrant Shares in any such Registration Statement that the selling Holder execute the underwriting agreement in customary form with the underwriter or underwriters selected for such offering by offering. Any selling Holder shall have the Company), as may be customary or appropriate right to withdraw its request for inclusion of its Successor Warrant Shares in combined primary and secondary offerings. (c) If a registration requested any Registration Statement pursuant to this Section 3.5 involves an underwritten public offering, 2.1 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least one (1) day time prior to the first use of a preliminary prospectus in connection with such registrationtime it becomes effective; provided, not however, that the -------- ------- Company shall give prompt notice thereof to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) participating selling Holders. The Company shall will pay all Registration Expenses incurred in connection with each registration of Registrable Securities Successor Warrant Shares requested pursuant to this Section 3.5. All Selling Expenses applicable 2.1, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to Registrable Securities sold by Holders incurred in connection with each registration the sale or disposition of such Holder's Successor Warrant Shares pursuant to a Registration Statement effected pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered2.1. (fb) If No failure to effect a registration pursuant to under this Section 3.5 involves an underwritten offering 2.1 and to complete the managing underwriter determines sale of Successor Warrant Shares in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be included, and the securities to be included in the underwriting connection therewith shall be allocated, first, to relieve the Company and, second, pro rata to all of any other requesting Holders on the basis of the relative number of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)obligation under this Agreement.

Piggy Back Registration. (a) If at any Each time on or after the date hereof, the Company proposes to register Common Shares file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its securityholders of any class of equity security (other than except, (i) a registration statement on Form S-4 or S-8, S-8 (or any successor or other forms promulgated for similar purposessubstitute form that is adopted by the Commission), or (ii) a registration statement filed in connection with respect a dividend reinvestment plan, employee option plan or unit investment trusts, or (iii) a registration statement filed in connection with an exchange offer or offering of securities solely to corporate reorganizations or other transactions under Rule 145 of the Securities Act or any successor rule promulgated for similar purposesCompany's existing securityholders), whether or not for sale for its own account (including, without limitation, any and the form of registration effected pursuant statement to Section 3.1 hereof), in a manner which would permit be used permits the registration of Registrable Securities for sale to the public under the Securities ActRestricted Securities, each Holder shall have the right to include in such registration all or part of the Registrable Securities held by such Holder (the “Piggyback Registration Right”). At such time, then the Company shall give prompt written notice of such proposed filing to all Holders of Registrable Securities of its intention the Advisor as soon as reasonably practicable (but in no event less than 20 days before the anticipated filing date and no less than 30 days before the anticipated effective date), and such notice shall offer the Advisor the opportunity to register Common Shares. such Restricted Securities as the Advisor may request (b) Any Holder wishing to exercise its Piggyback Registration Right shall deliver to the Company a written notice within fifteen (15) days after the receipt of the Company’s notice. Such Holder’s written notice which request shall specify the number of Common Shares Restricted Securities intended to be disposed of by such Holder, which might be all or the Advisor and the intended method of distribution thereof) up to 20 days before the anticipated effective date (a portion of such Holder’s Registrable Securities"Piggy-Back Registration"). The Company will, subject to Sections 3.5(c) and (f) below, use its commercially reasonable efforts to effect shall cause the registration under the Securities Act managing underwriter or underwriters of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite a proposed underwritten offering to permit the disposition of the Registrable Restricted Securities so to be registered; provided that (x) 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 proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting requested to be included in the Company’s registration must sell their Registrable Securities a Piggy-Back Registration to the underwriters selected by the Company be included on substantially the same terms and conditions as apply any similar securities of the Company or any other securityholder included therein and to permit the sale or other disposition of such Restricted Securities in accordance with the intended method of distribution thereof. The Advisor shall have the right to withdraw its request for inclusion of its Restricted Securities in any Registration Statement pursuant to this Section 17(b) by giving written notice to the Company of such withdrawal no later than two Business Days prior to the anticipated effective date. 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 of such withdrawal to the Advisor. If the managing underwriter or underwriters of an underwritten offering with respect to which Piggy-Back Registration has been requested as provided herein shall have informed the Company, in writing, that in the opinion of such underwriter or underwriters the total number of shares which the Company, the Advisor and any other Persons participating in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering (including entering without limitation any material decrease in the proposed public offering price), then the number of shares to be offered for the account of the Advisor and all Persons (other than the Company) participating in such registration shall be reduced or limited (to zero if necessary) pro rata in proportion to the respective number of shares requested to be registered by such Persons to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing underwriter or underwriters. If the Company has determined to enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company)connection therewith, as may be customary or appropriate in combined primary and secondary offerings. (c) If a registration requested pursuant to this Section 3.5 involves an underwritten public offering, any Holder of Registrable all Restricted Securities requesting to be included in such registration may elect, in writing at least one (1) day prior to the first use of a preliminary prospectus in connection with such registration, not to register such securities in connection with such registration. (d) All Holders of Registrable Securities requesting to Registration Statement shall be included in any registration shall cooperate with the Company in all reasonable respects by supplying information and executing documents relating subject to such Holder or the Registrable Securities owned by such Holder in connection with such registration and shall enter into such undertakings and take such other action relating to a proposed offering which the Company or the underwriters may reasonably request as being necessary to ensure compliance with federal and state securities laws and the rules or other requirements of a securities exchange listing or otherwise to effectuate an offering. (e) The Company shall pay all Registration Expenses incurred in connection with each registration of Registrable Securities pursuant to this Section 3.5. All Selling Expenses applicable to Registrable Securities sold by Holders incurred in connection with each registration pursuant to this Section 3.5 shall be borne by the Holders of the Registrable Securities so registered pro rata based on the number of securities so registered. (f) If a registration pursuant to this Section 3.5 involves an underwritten offering and the managing underwriter determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will be limited to the number of securities that, in the opinion of such underwriter, should be includedunderwriting agreement, and the securities Advisor may participate in such Registration only if it agrees to be included in the underwriting shall be allocated, first, to the Company and, second, pro rata to all other requesting Holders sell its Restricted Securities on the basis provided for in such underwriting arrangements approved by the Company and completes and/or executes all reasonable and customary questionnaires, powers of attorney, indemnities, underwriting agreements and other reasonable documents which must be executed under the relative number terms of Registrable Securities then requested to be sold by each such Holder (provided that any securities thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner)underwriting arrangements.