Common use of Piggy-Back Rights Clause in Contracts

Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and 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 on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC).

Piggy-Back Rights. If at any time on or after from time to time the date of the Closing the Company Parent proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company Parent for its own account or for shareholders by stockholders of the Company Parent for their own account (or by the Company Parent and by shareholders stockholders of the Company), Parent) (other than a Registration Statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the Commission), (ii) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (iiiii) for an exchange offer or offering of securities solely to the Parent’s existing stockholders or (iv) for a dividend reinvestment plan), (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company Parent shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten thirty (1030) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, ; and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three fifteen (315) days following receipt of such notice (a “Piggy-Piggy Back Registration”). The Company Parent shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Piggy Back Registration to be included on the same terms and conditions as any similar securities of the Company Parent and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the understanding that the Company thereof. The provisions of this Section 2.2 shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)apply to such registration.

Piggy-Back Rights. If at any time on or after the date of on which the Closing lock-up restrictions applicable to such Capital Partners Shares or GTI Shares, if any, expire, the Company proposes to file any Registration Statement under the 1933 Act (a “by Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger transaction contemplated by Rule 145(a) promulgated under the Securities Act or acquisitionpursuant to Form S-8, then the Company shall (xa) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books Capital Partners Shares and records of the Company as such a holder GTI Shares as soon as practicable but in no event less than ten (10) days Business Days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (yb) offer to the such holders of Registrable Securities in such notice Capital Partners Shares and GTI Shares the opportunity to register the sale of such number of Registrable Securities Capital Partners Shares or GTI Shares as such holders may request in writing within three fifteen (315) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities Capital Partners Shares and GTI Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities Capital Partners Shares and GTI Shares 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 and to permit the sale or other disposition of such Registrable Securities Capital Partners Shares and GTI Shares in accordance with the intended method(s) of distribution thereof (thereof. All holders of Capital Partners Shares and GTI Shares who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date Lock-Up Period Expiration Date, there is not an effective Registration statement covering all of the Closing Registrable Securities and the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders of the Company)account, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities Holders in such notice the opportunity to register the sale of such number of Registrable Securities as such holders Holders may request in writing within three ten (310) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its reasonable best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (thereof. All Holders 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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If If, at any time on or after during the date of the Closing Registration Period, the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securitiesCommon Shares, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securitiesCommon Shares, by the Company for its own account or for shareholders any other stockholder of the Company for their account (or by the Company and by shareholders of the Company)such stockholder’s account, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, (iiiv) for a Block Trade or (vi) filed for the Maxim Offering, on Form S-4 (or (iv) in connection with a merger or acquisitionsuccessor form), then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder SVC as soon as practicable but in no event less than ten (10) days Business Days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwritersUnderwriter(s), if any, of the offering, offering and (y) offer to the holders of Registrable Securities SVC in such notice the opportunity to register the sale of such number of its Registrable Securities as such holders SVC may request in writing within three five (35) days Business Days following receipt of such notice (a “Piggy-Back Registration”). The If SVC so requests to register the sale of some of its Registrable Securities, the Company shall cause such Registrable Securities to be included in such registration the Registration Statement and shall use commercially reasonable efforts to cause the managing underwriter or underwriters Underwriter(s) of a the proposed underwritten offering to permit the Registrable Securities requested to be included in a the Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and other stockholders of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (thereof. If the Piggy-Back Registration involves one or more Underwriters, SVC shall enter into an underwriting agreement in customary form with the understanding that Underwriter(s) selected for such Piggy-Back Registration by the Company, 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 terms of such underwriting agreement and furnish to the Company shall file such information as the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that Company may reasonably request in writing for inclusion in the Registration Statement or such information that is declared effective by the SEC)otherwise customary.

Piggy-Back Rights. If at any time on or after the date of the Closing Release Date the Company proposes to file any Registration Statement under the 1933 Act (a “by Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger transaction contemplated by Rule 145(a) promulgated under the Securities Act or acquisitionpursuant to Form S-8, then the Company shall (xa) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder Insider Shares as soon as practicable but in no event less than ten (10) days Business Days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (yb) offer to the holders of Registrable Securities Insider Shares in such notice the opportunity to register the sale of such number of Registrable Securities Insider Shares as such holders may request in writing within three five (35) days Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities Insider Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities Insider Shares 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 and to permit the sale or other disposition of such Registrable Securities Insider Shares in accordance with the intended method(s) of distribution thereof (thereof. All holders of Insider Shares who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If If, at any time on or after the date of the Closing this Agreement, the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securitiescommon shares of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securitiescommon shares of the Company, by the Company for its own account or for shareholders any other shareholder of the Company for their account (or by the Company and by shareholders of the Company)such shareholder’s account, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for a dividend reinvestment planan exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) filed for an offering of debt securities convertible into equity securities of the Maxim OfferingCompany, or (iv) in connection with for a merger dividend reinvestment plan or acquisition(v) filed on Form S-4 (or successor form), then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder Shareholder as soon as practicable but in no event less than ten (10) days Business Days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, offering and (y) offer to the holders of Registrable Securities Shareholder in such notice the opportunity to register the sale of such number of Registrable Securities Restricted Shares as such holders the Shareholder may request in writing within three five (35) days Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities Restricted Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities Restricted Shares requested to be included in a the Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities Restricted Shares in accordance with the intended method(s) of distribution thereof (thereof. If the Piggy-Back Registration involves an Underwriter or Underwriters, the Shareholder shall enter into an underwriting agreement in customary form with the understanding that Underwriter or Underwriters selected for such Piggy-Back Registration by the Company shall file and 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 initial prospectus covering terms of such underwriting agreement, and furnish to the Buyer’s sale of Company such information as the Registrable Securities on the same date that Company may reasonably request in writing for inclusion in the Registration Statement or such information that is declared effective by the SEC)otherwise customary.

Piggy-Back Rights. If at any time on or after the date of the Closing Release Date, the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisitionpursuant to Section 2.1, then the Company shall (xi) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder Holders as soon as practicable but in no event less than ten (10) 10 business days before the anticipated intended filing date of the Registration Statementdate, which notice shall describe disclose the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, distribution and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, any and (yii) offer to the holders of Registrable Securities Holders in such notice the opportunity to register the sale of such number or amount of Registrable Securities as such holders Holders may request in writing within three (3) 10 days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (thereof. All Holders 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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing Release Date the Company proposes to file any Registration Statement under the 1933 Act (a “by Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger transaction contemplated by Rule 145(a) promulgated under the Securities Act or acquisitionpursuant to Form S-8, then the Company shall (xa) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder Insider Shares as soon as practicable but in no event less than ten (10) days Business Days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (yb) offer to the holders of Registrable Securities Insider Shares in such notice the opportunity to register the sale of such number of Registrable Securities Insider Shares as such holders may request in writing within three five (35) days Business Days following receipt of such notice (a “"Piggy-Back Registration”"). The Company shall cause such Registrable Securities Insider Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities Insider Shares 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 and to permit the sale or other disposition of such Registrable Securities Insider Shares in accordance with the intended method(s) of distribution thereof (thereof. All holders of Insider Shares who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing a Release Date the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (xa) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (yb) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three ten (310) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing this Agreement the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (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, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing Company consummates the Initial Business Combination the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with an offering of securities to employees or directors of the Company pursuant to any employee stock option or other benefit plan on Form S-8plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (ivvi) solely in connection with a merger merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or acquisitionother similar business transaction that results in all of the Company’s shareholders having the right to exchange their shares of Common Stock for cash, securities or other property of a non-capital raising bona fide business transaction, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) business days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three five (35) business days following receipt by such holder of such notice (a “Piggy-Back Registration”). The Subject to Section 2.2.2., the Company shall cause include in such Registration Statement such Registrable Securities requested to be included therein within five (5) business days after the receipt by such holder of any such notice, on the same terms and conditions as any similar securities of the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities. If the offering pursuant to a Piggy-Back Registration is to be an Underwritten Offering, then each holder making a request for its Registrable Securities to be included in such registration therein must, and the Company shall use commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and other Persons selling securities in such Underwritten Offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If If, at any time on or after the date of the Closing Date, the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Companyaccount(s), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-4 or Form S-8, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) business days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register Register the sale of such number of shares of Registrable Securities as such holders may request in writing within three five (35) business days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that Underwriter or Underwriters selected for such Piggy-Back Registration. Notwithstanding the Company shall file provisions set forth in the initial prospectus covering immediately preceding sentences, the Buyer’s sale of right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to the Registrable Securities shall terminate on the same date that third anniversary of the Registration Statement is declared effective by the SEC)Closing Date.

Piggy-Back Rights. If Subject to the terms and conditions of this Agreement, if, at any time on or after beginning at the date expiration of the Closing OH Lock-Up Period and ending on the third anniversary of the consummation of the Transactions, the Company proposes or is required to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, into equity securities, by the Company for its own account or for the account of shareholders of the Company for their account (or by the Company and by the shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement filed solely in connection with (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) an exchange offer, as part of a merger, consolidation, business combination or similar transaction or for a dividend reinvestment planan offering of securities solely to the Company’s existing shareholders, (iii) filed for an offering of debt that is convertible into equity securities of the Maxim OfferingCompany, or (iv) in connection with a merger or acquisitiondividend reinvestment plan (such Registration, a “Piggy-back Registration”), then the Company shall (x) give written notice of such proposed filing to all of the holders Holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event not less than ten (10) 10 days before the anticipated filing date of the such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the in such offering, and (yB) offer to all of the holders Holders of Registrable Securities in such notice the opportunity to register the sale of include such number of Registrable Securities as such holders Holders may request in writing within three (3) five Business Days, or two calendar days following if the offering is an overnight transaction such as a 5 block-trade, after receipt of such notice (a “Piggy-Back Registration”)written notice. The Company shall shall, in good faith, cause such Registrable Securities to be included in such registration Piggy-back Registration and shall use its best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2.1 to be included in a Piggy-Back back Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.2.1 shall enter into an underwriting agreement in customary form with the understanding Underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a Piggy-back Registration at any time in its sole discretion; provided, that the Company shall file give written notice of such determination to each Holder of record of Registrable Securities and (i) in the initial prospectus covering case of the BuyerCompany’s determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Holders under Section 2.1, and (ii) in the case of the Company’s determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities. If any Piggy-back Registration Statement pursuant to which Holders of Registrable Securities have registered the offer and sale of the Registrable Securities on the same date that the is a Shelf Registration Statement is declared effective by (a “Piggy-back Shelf Registration Statement”), such Holder(s) shall have the SECright, but not the obligation, to be notified of and to participate in any offering under such Piggy-back Shelf Registration Statement (a “Piggy-back Shelf Takedown”).

Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for by shareholders of the Company for their own account (or by the Company and by shareholders of the Company), ) other than a Registration Statement (i) on Form S-4 or S-8 (or any substitute or successor form that may be adopted by the Commission), (ii) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (iiiii) for an exchange offer or offering of securities solely to the Company's existing shareholders or (iv) for a dividend reinvestment plan), (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten thirty (1030) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, ; and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three fifteen (315) days following receipt of such notice (a “"Piggy-Back Registration”"). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)thereof.

Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders security holders of the Company for their account (or by the Company and by shareholders security holders of the CompanyCompany including, without limitation, pursuant to Sections 2.1 or 2.3), other than a Registration Statement (i) filed in connection with any employee stock option on Forms S-4 or S-8, or successor forms, and other benefit plan than an amendment to, or replacement registration statement covering the securities registered on, the Registration Statement on Form S-8S-3 filed by the Company on July 8, (ii) 2011, and as thereafter amended, registering shares for a dividend reinvestment plan, (iii) filed for the Maxim Offering, issuance in acquisitions or (iv) in connection with a merger or acquisitionpursuant to equity incentive plans, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder Holder as soon as practicable but in no event less than ten (10) days Business Days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities Holder in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders the Holder may request in writing within three five (35) days Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit offer the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as the Common Stock or any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (thereof. If the Holder proposes to distribute its securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Holder shall enter into an underwriting agreement in customary form with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (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, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back PiggyBack Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing Initial Demand Date, the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) filed on Form S-4 or S-8 or any successor to such forms, (iii) for an exchange offer or offering of securities solely to the Company’s existing stockholders or debtholders, (iv) for an offering of debt that is convertible into equity securities of the Company, (v) for a dividend reinvestment plan, or (iiivi) filed for the Maxim Offering, acquisition or (iv) in connection with a purchase by or combination by merger or acquisitionotherwise of the Company of or with another company or business entity or partnership, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Subject to Section 2.2.2, the Company shall cause such Registrable Securities to be included in such registration Registration and shall use commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be so included on the same terms and conditions as no less favorable than those applicable to any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with the Uplisting, (ii) filed in connection with any employee stock option or other benefit plan on Form S-8, (iiiii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, plan or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and 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 on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)underwriter or underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If (a) Except as set forth in Section 5.3(b), no sooner than twelve months from the date hereof, the Company may conduct a Public Sale when requested by either TeleHub or Newbridge. Discussions regarding a Public Sale may begin if the requesting party provides a commitment from an investment banker with a national capability to underwrite the proposed Public Sale; provided, however, the Company may conduct a Public Sale at any time on or after the date hereof if TeleHub and Newbridge mutually agree that the Company may do so. (b) If the Company at any time proposes to register any of the Closing the Company proposes to file any Registration Statement Common Stock under the 1933 Securities Act (a “Registration Statement”) with respect to by registration on Forms S-1, S-2 or S-3 or any offering of equity securitiessuccessor or similar form(s), whether or securities not ▇▇▇ ▇▇▇▇ or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders account, it will each time give prompt written notice to the Stockholders of its intention to do so. Upon the written request of any Stockholder made as promptly as practicable and in any event within 15 days after the receipt of any such notice (which request shall specify the Common Stock intended to be disposed of by such Stockholder), the Company will use commercially reasonable efforts to effect the registration under the Securities Act of all Common Stock which the Company has been so requested to register by any Stockholder; provided, however, that if, at any time after giving written notice of its intention to register any Common Stock and prior to the effective date of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) registration statement filed in connection with any employee stock option or other benefit plan on Form S-8such registration, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) determine for any reason not to register or to delay registration of such Common Stock, the Company may, at its election, give written notice of such proposed filing determination to the holders Stockholders and (i) in the case of Registrable Securities appearing on a determination not to register, shall be relieved of its obligation to register any Common Stock in connection with such registration and (ii) in the books and records case of a determination to delay registering, shall be permitted to delay registering any Common Stock for the same period as the delay in registering such other Common Stock. (c) If the managing underwriter of any underwritten offering shall inform the Company of its belief that the Common Stock plus other Common Stock of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities requested to be included in such registration and shall cause would materially adversely affect such offering, then the Company will include in such registration, to the extent of the Common Stock which the Company is so advised by the managing underwriter can be sold in (or underwriters of a during the time of) such offering, first, all Common Stock proposed underwritten offering by the Company to permit the Registrable Securities be sold for its own account, second, such Common Stock requested to be included in a Piggy-Back Registration on such registration by the same terms Stockholders and conditions other shareholders, such Common Stock to be included in such registration pro rata among the Stockholders and other shareholders with similar registration rights according to the total number of shares of Common Stock requested to be included in such registration by the Stockholders or other shareholders, as any similar securities the case may be, and third, all other Common Stock requested to be included in such registration. (d) In the event that the Board of Directors of the Company and the Stockholders Approve a Public Sale pursuant to permit an effective registration statement under the sale Securities Act, the Stockholders will take all necessary or other disposition of such Registrable Securities desirable actions in accordance connection with the intended method(s) consummation of distribution thereof (the Public Sale. In the event that such Public Sale is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the common stock structure will adversely affect the marketability of the offering, each Stockholder will consent to and vote for a recapitalization, reorganization and/or exchange of the Common Stock into securities that the managing underwriters, the Board of Directors of the Company and Stockholders Approve and will take all necessary or desirable actions in connection with the understanding consummation of the recapitalization, reorganization and/or exchange; provided, however, that the Company shall file resulting securities reflect and are consistent with the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective economic values reflected by the SEC)rights and preferences set forth in the Company's Certificate of Incorporation, as amended, as in effect immediately prior to such Public Sale.

Piggy-Back Rights. If at the Company or any time on Holder proposed to consummate a registered offering of, or after the date of the Closing if the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the CompanyCompany including, without limitation, an Underwritten Offering pursuant to Section 2.1 or Section 2.2), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing offering to the holders of Registrable Securities appearing on the books Sponsor and records of the Company as such a holder Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the Registration Statementcase of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red h▇▇▇▇▇▇” prospectus or prospectus supplement used for marketing such offering, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities Sponsor and Holders in such notice the opportunity to register the sale of include in such registered offering such number of shares of Registrable Securities as such holders Persons may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Subject to Section 2.3.2 hereof, the Company shall cause such Registrable Securities to be included in such registration and Piggy-Back Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering such Piggy-Back Registration to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.3.1 to be included in a Piggy-Back Registration therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Underwritten Offering.

Piggy-Back Rights. If at any time on or after thirty (30) days from the date of the Closing the Company proposes to file any an S-1 or S-3 Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, plan or (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and 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 on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities at prevailing market prices on the same date that the Registration Statement is declared effective by the SEC); provided, however, that, in the good faith judgment of the managing underwriter of such offering, if the inclusion of the Registrable Securities would interfere with the successful marketing of the shares of stock being offered by the Company, the Registrable Securities otherwise to be included in the Registration Statement shall be reduced in the managing underwriters’ sole discretion.

Piggy-Back Rights. If at any time on or after the date of the Closing this Agreement, the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders securityholders of the Company for their account accounts (or by the Company and by shareholders securityholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing securityholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at the Company or any time on Holder proposed to consummate a registered offering of, or after the date of the Closing if the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the CompanyCompany including, without limitation, an Underwritten Offering pursuant to Section 2.1 or Section 2.2), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing offering to the holders of Registrable Securities appearing on the books Sponsor and records of the Company as such a holder Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the Registration Statementcase of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used for marketing such offering, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities Sponsor and Holders in such notice the opportunity to register the sale of include in such registered offering such number of shares of Registrable Securities as such holders Persons may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Subject to Section 2.3.2 hereof, the Company shall cause such Registrable Securities to be included in such registration and Piggy-Back Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering such Piggy-Back Registration to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.3.1 to be included in a Piggy-Back Registration therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Underwritten Offering.

Piggy-Back Rights. If at any time on or after the date of the Closing Original Issue Date the Company proposes to file any Registration Statement under the Securities Act of 1933, as amended (the “1933 Act Act”) (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for a dividend reinvestment plan, plan or (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and 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 on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)underwriter or underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time during the seven year period commencing on or after the date of the Closing Effective Date the Company proposes to file any Registration Statement a registration statement under the 1933 Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the CompanyCompany including, without limitation, pursuant to Section 5.1), other than a Registration Statement registration statement (i) filed in connection with any employee stock share option or other benefit plan on Form S-8plan, (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, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and 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 a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)underwriter or underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (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, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder Insider Shares as soon as practicable but in no event less than ten (10) days Business Days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities Insider Shares in such notice the opportunity to register the sale of such number of Registrable Securities Insider Shares as such holders may request in writing within three five (35) days Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities Insider Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities Insider Shares 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 and to permit the sale or other disposition of such Registrable Securities Insider Shares in accordance with the intended method(s) of distribution thereof (thereof. All holders of Insider Shares who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing hereof the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books Cowen and records of the Company as such a holder Chardan as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities Cowen and Chardan in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Cowen and/or Chardan may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Piggyback Registration”). The Company shall shall, in good faith, cause such Registrable Securities to be included in such registration Registration and shall use its best efforts to cause the managing underwriter or underwriters Underwriter(s) of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (thereof. If Cowen and/or Chardan proposes to distribute Registrable Securities through a Piggy-Back Registration that involves an Underwriter(s) it shall enter into an underwriting agreement in customary form with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter(s) selected for such Piggyback Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes shall determine to file any Registration Statement proceed with the actual preparation and filing of a registration statement under the 1933 Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option registration statement on Form ▇-▇, ▇-▇ or other benefit plan on Form S-8limited purpose form), (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) will give written notice of such proposed filing its determination to the holders of Registrable Securities appearing on Shareholder. Upon the books and records of the Company as such a holder as soon as practicable but in no event less than written request from Shareholder within ten (10) days before after receipt of any such notice from the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration StatementCompany, the intended method(s) of distributionCompany will, and except as herein provided, cause all the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities Shares to be included in such registration and statement. Nothing herein shall cause prevent the managing underwriter Company from, at any time, abandoning or underwriters of a proposed delaying any registration. If any registration pursuant to this Section 12.1 shall be underwritten offering in whole or in part, the Company may require that the Shares requested for inclusion pursuant to permit the Registrable Securities requested to this Section 12.1 be included in a Piggy-Back Registration the underwriting on the same terms and conditions as any similar the securities otherwise being sold through the underwriters. In such event, the Shareholder shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Shares originally covered by a request for registration (the "Requested Stock") would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the holders thereof requesting such registration or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed 120 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The obligation of the Company and under this Section 4.1 shall not apply to permit Shares that at such time are eligible for immediate resale pursuant to Rule 144(k) under the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Act.

Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) which is not an underwritten offering, with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, plan or (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and 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 on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities at prevailing market prices on the same date that the Registration Statement is declared effective by the SEC).

Piggy-Back Rights. If at any time on or after the date of the Closing hereof the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books C▇▇▇▇ and records of the Company as such a holder Chardan as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities C▇▇▇▇ and Chardan in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders C▇▇▇▇ and/or Chardan may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Piggyback Registration”). The Company shall shall, in good faith, cause such Registrable Securities to be included in such registration Registration and shall use its best efforts to cause the managing underwriter or underwriters Underwriter(s) of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (thereof. If C▇▇▇▇ and/or Chardan proposes to distribute Registrable Securities through a Piggy-Back Registration that involves an Underwriter(s) it shall enter into an underwriting agreement in customary form with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter(s) selected for such Piggyback Registration.

Piggy-Back Rights. If (a) If, at any time on or after the date of prior to ten years from the Closing Date (the "Registration Period") the Company proposes to file register any Registration Statement of its securities under the 1933 Securities Act (a “Registration Statement”other than (i) with respect securities issued or issuable to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders holders of the Company)'s Series G1 Convertible Preferred Stock or Series G2 Convertible Preferred Stock, other than (ii) securities to be issued pursuant to a Registration Statement (i) filed in connection with any employee stock option or other employee benefit or similar plan on Form S-8, (ii) for a dividend reinvestment plan, or (iii) filed for the Maxim Offering, or (iv) in connection with a merger transaction contemplated by Rule 145 under the Securities Act), the Company shall, promptly give written notice (the "Registration Notice") to Holder of the Company's intention to effect such registration. If, within 15 days after receipt of such Registration Notice, Holder submits a written request to the Company specifying the number of shares of Common Stock which it received or acquisitionwill receive (as applicable) under the Purchase Agreement or upon any agreed exchange of Preferred Stock for Common Stock , then (the "Registrable Shares") the Company shall (x) give written notice include the Registrable Shares in such registration statement. If the offering by the Company of the Company's securities pursuant to such proposed filing registration statement is to be made by or through an underwriter or underwriters, the Company shall not be required to include Registrable Shares therein if and to the holders extent that the underwriter managing the offering advises the Company in writing that such inclusion would materially adversely affect such offering and, in such event, the Company may delay the effectiveness of the registration of, or cause Holder to delay the sale of, the Registrable Securities appearing Shares for a period of not more than 60 days after completion of the distribution of securities being underwritten on the books and records behalf of the Company as such a holder as soon as practicable (but in no event less for more than ten 180 days after the registration statement first becomes effective, and in no event beyond the termination of any similar "lock up" period applicable to sales by other officers and directors of the Company in connection with such offering) and the Company shall thereupon promptly file such supplements and post-effective amendments and take such other steps as may be necessary to permit Holder to make its proposed offering following the end of such period of delay. (10b) days before In connection with any offering of shares of Registrable Shares registered pursuant to this Agreement the anticipated filing Company (i) shall furnish to Holder such number of copies of each registration statement, each prospectus and each preliminary prospectus, and of each amendment and supplement to any thereof as Holder may reasonably request in order to effect the offering and sale of the Registrable Shares to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current and (ii) take such action as shall be necessary to qualify the shares covered by such registration statement under such blue sky or other state securities laws for offer and sale as Holder shall request; provided, however, that the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any jurisdiction in which it shall not then be qualified or to file any general consent to service of process in any jurisdiction in which such a consent has not been previously filed. To the extent the Company shall enter into an underwriting agreement (the "Agreement") with a managing underwriter or underwriters selected by it containing representations, warranties, indemnities and agreements then customarily included by an issuer in underwriting agreements with respect to secondary distributions, Holder agrees as a condition to participation in such offering to make such representations and warranties with respect to information as to it as a selling stockholder, and as to its holdings, which is furnished in writing to the underwriter for use in the registration statement as are customary and appropriate. In connection with any offering of Registrable Shares registered pursuant to this Agreement, the Company shall furnish to the underwriter, at the Company's expense, unlegended certificates representing ownership of the Registrable Shares being sold in such denominations as requested and instruct any transfer agent and registrar of the Registrable Shares to release any stop transfer orders with respect to such Registrable Shares . (c) In connection with any registration pursuant to this Agreement all expenses of registration shall be borne by the Company (unless contrary to the federal securities laws or the laws of any state where the Registrable Shares is to be offered), provided, however, in connection with any such registration, Holder shall be obligated to pay any and all underwriter's and/or brokers commissions, to the extent that such commissions would not have been so incurred in the absence of the registration of such Registrable Shares. Under no circumstances shall the Company have any liability for any fees and expenses of underwriters, counsel, accountants or other agents of Holder relating to the Registrable Shares with respect to any registration statement filed pursuant hereto, including but not limited to any out-of-pocket expenses, securities liability insurance policies, the costs of any investigations by or on behalf of Holder of the accuracy and completeness of such registration statement or related to the furnishing of information by Holder in connection with such registration statement. (d) For a period until the earlier of (i) one (1) year from and after the effective date of any registration statement filed pursuant hereto in which any of the Registration Statement, Registrable Shares is included (provided that such one-year period shall be extended by the length of any period during which notice shall describe the amount Holder's right to offer is delayed pursuant to Section 2(a) or Section 2(j)(v) hereof) and type (ii) the sale of securities the Registrable Shares subject to be included in such Registration Statementregistration statement, the intended method(sCompany shall from time to time amend or supplement the registration statement and the prospectus used in connection therewith as may be necessary to permit such sale and disposition and to the extent necessary in order to keep such registration statement effective and such prospectus current under the Act so that neither the registration statement nor the prospectus contains any untrue statement as to any material fact, omits any statements necessary to make the statements contained therein not misleading. (e) In the case of distributionany offering registered pursuant to this Agreement, the Company agrees to indemnify and hold harmless Holder and each controlling person of Holder within the meaning of Section 15 of the Securities Act, and the name directors and officers of Holder, against any and all losses, claims, damages or liabilities to which they or any of them may become subject under the proposed managing underwriter Securities Act or underwriters, if any, of the offeringany other statute or common law or otherwise, and (y) offer to reimburse them, from time to time upon request, for any legal or other expenses reasonably incurred by them in connection with investigating any claims and defending any actions, insofar as any such losses, claims, damages, liabilities or actions shall arise out of or shall be based upon any untrue statement or alleged untrue statement contained in the holders of Registrable Securities in such notice the opportunity registration statement relating to register the sale of such number Registrable Shares in any preliminary prospectus or in any prospectus or in any supplement or amendment to any of the foregoing of a material fact, or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that the indemnification agreement contained in this paragraph shall not apply to such losses, claims, damages, liabilities or actions which shall arise from (i) the sale of Registrable Securities as Shares if such holders may request losses, claims, damages, liabilities or actions shall arise out of or shall be based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission shall have been made in reliance upon and in conformity with information furnished in writing within three to the Company by Holder specifically for use in connection with the preparation of the registration statement or any preliminary prospectus or prospectus contained in the registration statement or any amendment thereof or supplement thereto; or (3ii) days following receipt if the Common Stock is not then listed on a national securities exchange, any actual or alleged untrue statement of a material fact or any actual or alleged omission of a material fact required to be stated in any preliminary prospectus if Holder sells Securities to a Person to whom there was not sent or given, at or prior to the written confirmation of such notice sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if the Company had previously furnished copies thereof to Holder or its representatives and such final prospectus, as then amended or supplemented, corrected any such misstatement or omission; or (iii) the use of any preliminary, final or summary prospectus by or on behalf of Holder after the Company has notified Holder that such prospectus contains an untrue statement of a “Piggy-Back Registration”). The Company shall cause such Registrable Securities material fact or omits to state a material fact required to be included stated therein, in the light of the circumstances under which they were made, not misleading; or (iv) the use of any final prospectus, as amended or supplemented, by or on behalf of Holder after such registration and shall cause time as the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities obligation of the Company under this Agreement to keep the related registration statement effective has expired; or (v) any violation of any federal or state securities laws, rules or regulations committed by Holder (other than any violation that arises out of or is based upon the circumstances described above and as to which Holder would otherwise be entitled to indemnification hereunder). (f) In connection with any registration statement in which Holder is participating, Holder will indemnify, to the extent permitted by law, the Company, controlling persons of the Company under Section 15 of the Securities Act and its directors and officers against any and all losses, claims, damages, liabilities and expenses resulting, and to permit the sale reimburse them, from time to time upon request, for any legal or other expenses reasonably incurred by them in connection with investigating any claims and defending any actions, solely by reason of (i) any untrue statement of a material fact or any omission of a material fact necessary to make the statements therein not misleading, in the registration statement or any prospectus or preliminary prospectus or any amendment or supplement thereto, but only to the extent that such untrue statement is contained in, or such omission is omitted from, information so furnished to the Company by Holder in writing; (ii) the use of any prospectus by or on behalf of Holder (x) after the Company has notified Holder that such prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein, in light of the circumstances under which they were made, not misleading or (y) after such time as the obligation of the Company to keep the related registration statement effective and current has expired; (iii) if the Common Stock is not then listed on a national securities exchange, the failure to send or deliver to a party to whom Holder sells the Securities, at or prior to the written confirmation of sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if the Company had previously furnished copies thereof to Holder or its representatives; or (iv) any violation by Holder of any federal or state securities law or rule or regulation thereunder (other than any violation that arises out of or is based upon the circumstances described above and as to which Holder is entitled to indemnification hereunder). (g) Each party indemnified under paragraph (e) or (f) of Section 2 of this Agreement shall, promptly after receipt of notice of the commencement of any action against such indemnified party in respect of which indemnity may be sought hereunder, notify the indemnifying party in writing of the commencement thereof. The omission of any indemnified party to so notify an indemnifying party of any such action shall not relieve the indemnifying party from any liability in respect of such action which it may have to such indemnified party on account of the indemnity agreement contained in paragraph (e) or (f) of Section 2 of this Agreement, unless the indemnifying party was prejudiced by such omission, and in no event shall relieve the indemnifying party from any other liability which it may have to such indemnified party. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may desire to assume the defense thereof through counsel satisfactory to the indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under paragraph (e) or (f) of Section 2 of this Agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, other than reasonable costs of investigation (unless such indemnified party reasonably objects to such assumption on the grounds that (i) there may be defenses available to it which are different from or in addition to such indemnifying party or (ii) in the opinion of counsel to the indemnifying party, there is another conflict of interest between it and such indemnifying party, in which event the indemnified party shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining one separate legal counsel). (h) Nothing in paragraph (e) or (f) of Section 2 of this Agreement shall prevent the indemnified party from retaining counsel of its own choosing, at its own expense, to defend or cooperate in the defense or investigation of any claim in respect of which indemnification is available hereunder. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (i) If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution for any losses, claims, damages, or liabilities, joint or several, and expenses to which they may become subject, in such proportion as is appropriate to reflect the relative fault of the parties entitled to indemnification, on the one hand, and the indemnifying parties, on the other, in connection with the matter out of which such losses, claims, damages, liabilities or expenses arise or result from. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the parties' relative knowledge and access to information concerning the matter with respect to which the action was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate under the circumstances. (j) Notwithstanding the foregoing, Holder shall furnish to the Company such information regarding Holder, its intended method of distribution of the Securities and such other information as the Company may from time to time reasonably request for purposes of preparation of any registration statement pursuant to this Agreement and to maintain the effectiveness of such registration statement. (i) At least five business days prior to any disposition of Securities (other than pursuant to an underwritten offering) by Holder, Holder will orally advise the Company (and promptly confirm such Registrable Securities advice in accordance with the intended method(swriting) of distribution thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities dates on the same date that the Registration Statement which such disposition is declared effective by the SEC).expe

Piggy-Back Rights. If at At any time on or after the date of the Closing IPO Effectiveness Date, if the Company proposes to file any Registration Statement a registration statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders the account of the Company for their account Initiating Holders pursuant to Section 3 of any class of security (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan registration statement on Form S-8, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, S-4 or (iv) in connection with a merger S-8 or acquisitionany successor thereto), then the Company shall (x) give written notice of such proposed filing to each of the holders Designated Holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less (other than ten any Initiating Holders) at least thirty (1030) days before the anticipated filing date of the Registration Statementdate, which and such notice shall describe the amount proposed registration and type of securities to be included in distribution and offer such Registration Statement, the intended method(sDesignated Holders (other than any Initiating Holders) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as each such holders holder may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”)request. The Company shall cause such Registrable Securities to be included in such registration and/or Initiating Holders shall, and shall use reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to (the "Company Underwriter") to, permit the Designated Holders of Registrable Securities who have requested in writing to be included participate in a Piggy-Back Registration the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as any similar the securities of the Company and included therein. In connection with any offering under this Section 4(a) involving an underwriting, the Company and/or Initiating Holders shall not be 11 8 required to permit the sale or other disposition of such include any Registrable Securities in accordance with such underwriting unless the intended method(s) holders thereof accept the terms of distribution thereof (with the understanding that underwriting as agreed upon between the Company shall file and the initial prospectus covering Company Underwriter, and then only in such quantity as will not, in the Buyer’s sale opinion of the Company Underwriter, jeopardize the success of the offering by the Company and/or Initiating Holders. If in the written opinion of the Company Underwriter the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect such public offering, then the Company shall be required to include in the underwriting, to the extent of the amount that the Company Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company, if the Company initiated such registration; second, the Registrable Securities to be offered for the account of the Designated Holders as a group, pro rata based on the same date that number of Registrable Securities proposed to be offered for the Registration Statement is declared effective by the SEC)account of such Designated Holders; and third, any other securities requested to be included in such underwriting.

Piggy-Back Rights. If at any time on or after the date of the Closing Release Date the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for the account of shareholders of the Company for their account (or by the Company and by shareholders of the CompanyCompany pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8S-8 or S-4, (ii) for an 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, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the effective date of the Closing Subscription Agreement the Company proposes to file any Registration Statement under the Securities Act of 1933, as amended (the “1933 Act Act”) (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for a dividend reinvestment plan, plan or (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and 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 on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)underwriter or underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing the Company Borrower proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company Borrower for its own account or for shareholders stockholders of the Company Borrower for their account (or by the Company Borrower and by shareholders for stockholders of the CompanyBorrower), other than a Registration Statement on Form S-4 or S-8 or otherwise (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for an exchange offer or offering of securities solely to Borrower’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of Borrower or (iv) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company Borrower shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder Lenders as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice Lenders the opportunity to register the sale of such number of Registrable Securities as such holders Lenders may request in writing within three ten (310) days following receipt of such notice (a “Piggy-Back Registration”). The Company Borrower shall cause such Registrable Securities to be included in such registration Registration Statement and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company Borrower and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)underwriter or underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (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, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC).Underwriter or Underwriters selected for such Piggy-Back Registration. ​

Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1 or 2.3), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three ten (310) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its reasonable best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at the Company or any time on Holder proposed to consummate a registered offering of, or after the date of the Closing if the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any offering of the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the CompanyCompany including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing offering to the holders of Registrable Securities appearing on the books Sponsor and records of the Company as such a holder Holders as soon as practicable but in no event less than ten (10) days before the anticipated filing date of such Registration Statement or, in the Registration Statementcase of an Underwritten Offering pursuant to a Shelf Registration, the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used for marketing such offering, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities Sponsor and Holders in such notice the opportunity to register the sale of include in such registered offering such number of shares of Registrable Securities as such holders Persons may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Subject to Section 2.2.2 hereof, the Company shall cause such Registrable Securities to be included in such registration and Piggy-Back Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering such Piggyback Registration to permit the Registrable Securities requested by the Sponsor or Holder pursuant to this Section 2.2.1 to be included in a Piggy-Back Registration therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (thereof. The inclusion of the Sponsor’s or any Holder’s Registrable Securities in a Piggy-Back Registration shall be subject to such Person’s agreement to enter into an underwriting agreement and “lock-up” agreement, in each case, in customary form with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Underwritten Offering.

Piggy-Back Rights. If at any time on or during ----------------- the period from the date hereof through the date which is two (2) years after the date termination of the Closing Employment Term, the Company proposes to file register any Registration Statement of its equity securities under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger merger, acquisition or acquisitionexchange offer, then and other than an offering on Form S-8 or any successor form), the Company shall at least thirty (x30) days prior to the filing of such registration statement with the Securities and Exchange Commission (the "Commission") give written notice of such proposed filing its intention to do so to Optionee. The registration rights granted under this Section 13.1 shall not apply in the holders of Registrable Securities appearing on event that the books and records Employment Term is terminated pursuant to Section 5.3 of the 1990 Employment Agreement. If the Optionee notifies the Company as such a holder as soon as practicable but in no event less than within ten (10) days before after the anticipated filing date giving of such notice by the Registration StatementCompany that the Optionee elects to include any Option Shares (the Option Shares so specified, together with any shares covered by a Request under Section 13.2 hereof, hereinafter sometimes referred to as the "Registrable Securities") in such proposed registration statement (which notice shall describe state the amount and type number of securities shares to be included in such Registration Statementand the proposed plan of disposition thereof), the intended method(s) of distributionCompany shall include the Registrable Securities in any such registration statement; provided, and however, that if, in the name written opinion of the proposed Company's managing underwriter or underwritersunderwriter, if any, for such offering, the inclusion of all or a portion of the Registrable Securities, when added to the other securities being registered, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the entire offering, and (y) offer then the Company may exclude from such offering all or a portion of the Registrable Securities. Notwithstanding anything herein contained to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and 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 on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the understanding that contrary, the Company shall at all times have the absolute right to elect not to file the initial prospectus covering the Buyer’s sale of the Registrable Securities on any proposed registration statement referred to in this Section 13.1, or to withdraw the same after the filing but prior to the effective date that the Registration Statement is declared effective by the SEC)thereof.

Piggy-Back Rights. If at any time on or after the date of the Closing Release Date the Company proposes to file any Registration Statement under the 1933 Act (a “by Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger transaction contemplated by Rule 145(a) promulgated under the Securities Act or acquisitionpursuant to Form S-8, then the Company shall (xa) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder Insider Shares as soon as practicable but in no event less than ten (10) days Business Days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (yb) offer to the holders of Registrable Securities Insider Shares in such notice the opportunity to register the sale of such number of Registrable Securities Insider Shares as such holders may request in writing within three five (35) days Business Days following receipt of such notice (a “Piggy"PIGGY-Back Registration”BACK REGISTRATION"). The Company shall cause such Registrable Securities Insider Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities Insider Shares 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 and to permit the sale or other disposition of such Registrable Securities Insider Shares in accordance with the intended method(s) of distribution thereof (thereof. All holders of Insider Shares who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing Release Date the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) in connection with a merger, acquisition or similar transaction, (iii) filed pursuant to a Demand Registration, or (iv) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwritersUnderwriter(s), if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three fifteen (315) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters Underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter(s) shall enter into an underwriting agreement in customary form with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter(s) selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing Issuance Date the Company proposes to file any Registration Statement under the Securities Act of 1933, as amended (the “1933 Act Act”) (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for a dividend reinvestment plan, plan or (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and 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 on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)underwriter or underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If the Borrower shall at any time on or after the date of the Closing the Company proposes to prepare and file any Registration Statement a registration statement under the Securities Act of 1933 Act (a “Registration Statement”) with respect to any the public offering of any class of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders debt security of the Company for their account Borrower, the Borrower shall give thirty (or by 30) days prior written notice thereof to the Company Holder and by shareholders shall, upon the written request of the CompanyHolder, include in the registration statement such number of the Holder's Shares as the Holder may request. The Borrower will keep such registration statement effective and current under the Securities Act permitting the sale of the Holder's Shares included therein for the same period that the registration is maintained effective in respect of Shares of other persons (including the Borrower). In any underwritten offering the Holder's Shares to be included will be sold at the same time and the same per-share price as the other Shares. In the event the Borrower fails to receive a written inclusion request from the Holder within thirty (30) days after the mailing of its written notice, other than a Registration Statement (i) filed then the Borrower shall have no obligation to include any of the Holder's Shares in the offering. In connection with any employee stock option registration statement or other benefit plan on Form S-8subsequent amendment or similar document filed and is subject hereto, (ii) the Borrower shall take all reasonable steps to make the Holder's securities covered thereby eligible for a dividend reinvestment plan, (iii) filed for public offering and sale under the Maxim Offering, securities or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice blue sky laws of such proposed filing to jurisdictions as may be specified by the holders Holder by the effective date of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but registration statement; provided that in no event less than ten (10) days before shall the anticipated Borrower be obligated to qualify to do business in any jurisdiction where it is not so qualified at the time of filing date such documents, or to take any action which would subject it to unlimited service of the Registration Statement, which notice shall describe the amount and type of securities to be included process in any jurisdiction where it is not so subject at such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”)time. The Company borrower shall cause keep such Registrable Securities to be included in such blue-sky filings current for the length of time it must keep any registration and shall cause the managing underwriter statement, post-effective amendment, prospectus or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared circular effective by the SEC)pursuant hereto.

Piggy-Back Rights. 18.1 If at any time on or after the date of the Closing time, the Company proposes to file any Registration Statement a registration statement under the 1933 Securities Act of 1933, as amended (a “Registration StatementSecurities Act”) on Form S-1 or S-3 (or any other appropriate form for the general registration of securities) with respect to any offering resale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders shares of the Company for their account (or by the Company and Common Stock by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing registration statement relating either to the holders sale of Registrable Securities appearing on the books and records securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a Securities and Exchange Commission (“SEC”) Rule 145 transaction, a registration on any form which does not include substantially the same information as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities would be required to be included in such Registration Statementa registration statement covering the sale of the shares of Common Stock, the intended method(sCompany shall give the Subscriber a written notice at least 20 days before the filing with the Securities and Exchange Commission of such registration statement. If the Subscriber desires to have any of the Shares sold hereunder (“Subscriber’s Shares”) included in such registration statement, the Subscriber shall so advise the Company in writing within 10 days after the date of distributionmailing of such notice from the Company. The Company shall thereupon include in such filing the number of Subscriber’s Shares for which registration is so requested, subject to their right to reduce the number of such shares as hereinafter provided, and shall use its commercial reasonable efforts to effect registration under the name Securities Act of such shares; provided, however, that the Company shall have the right to terminate or withdraw any registration initiated by it under this Section 18.1 prior to the effectiveness of such registration whether or not the Subscriber has elected to include securities in such registration. In the event the offering of the proposed Company’s capital stock or other securities covered by such registration statement is to be underwritten, the Company shall not be required to include any of the Subscriber’s Shares in such offering unless Subscriber accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company, and in such event the offering of the Subscriber’s Shares included in the registration statement shall also be underwritten on the same basis as the shares offered by the Company and the Company shall furnish the Subscriber with a written statement of the managing or principal underwriter or underwritersas to the maximum number of shares, if any, (the “Maximum Includable Securities”) of each type or class of the offeringCompany’s securities that the managing or principal underwriter, in its good faith judgment, deems practicable to offer and (y) offer sell at that time in a firm commitment underwritten offering without materially and adversely affecting the marketability or price of the securities of the Company to be offered. If the holders of Registrable Securities in such notice the opportunity to register the sale of such total number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities securities proposed to be included in such registration and shall cause statement is in excess of the managing underwriter or underwriters Maximum Includable Securities, the number of a proposed underwritten offering to permit the Registrable Securities requested securities to be included in within the coverage of such registration statement shall be reduced to the Maximum Includable Securities. It shall be a Piggy-Back Registration on condition precedent to the same terms and conditions as any similar securities obligations of the Company to take any action pursuant to this Section with respect to the Subscriber’s Shares that the Subscriber shall furnish to the Company such information regarding itself, the Subscriber’s Shares held by it, and to permit the sale or other intended method of disposition of such Registrable Securities in accordance with securities as shall be reasonably required to effect the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale registration of the Registrable Securities on Subscriber’s Shares. This obligation shall terminate when the same date that the Registration Statement is declared effective Subscriber’s Shares could be sold without restriction under Rule 144(k) promulgated by the SEC)SEC under the Securities Act of 1933.

Piggy-Back Rights. If at any time on or after the date of Closing, the Closing the Company Corporation proposes to file any Registration Statement a registration statement under the 1933 Securities Act (a “"Registration Statement”") with respect to any an offering of equity securitiessecurities owned by officers, directors or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for ten percent (10%) shareholders of the Company for their account (or by the Company and by shareholders of the Company)Corporation, other than a Registration Statement (i) filed excluding securities purchased in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisitionan offering, then the Company Corporation shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder Subscriber as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities Subscriber in such notice the opportunity to register the sale of such number of Registrable Securities as such holders the Subscriber may request in writing within three five (35) days following receipt of such notice (a “Piggy-"Piggy Back Registration”"). The Company Corporation shall cause such Registrable the Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Piggy Back Registration on the same terms and conditions as any similar securities of the Company Corporation and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (thereof. The Subscriber proposing to distribute the Securities through aPiggy Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)underwriter or underwriters selected for suchPiggy Back Registration.

Piggy-Back Rights. If at any time on or after the date of the Closing this Agreement the Company proposes to file any a Registration Statement under the 1933 Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (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, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its reasonably best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time during the seven year period commencing on or after the date of the Closing Effective Date the Company proposes to file any Registration Statement a registration statement under the 1933 Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the CompanyCompany including, without limitation, pursuant to Section 5.1), other than a Registration Statement registration statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three five (35) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (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 understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities on the same date that the Registration Statement is declared effective by the SEC)underwriter or underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If If, at any time on or after the date of the Closing Closing, the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan, (iii) filed for the Maxim Offering, or (iv) in connection with a merger or acquisition, or (iv) for the Uplist Offering, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration registration, subject in the case of an underwritten offering to customary underwriter cutback provisions, and 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 on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities at prevailing market prices on the same date that the Registration Statement is declared effective by the SEC).