Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. If, at any time after date hereof, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)

Piggyback Registration Rights. If, at any time after the date hereofhereof and prior to [SEVEN YEARS AFTER QUALIFICATION OF REG A OFFERING], the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)

Piggyback Registration Rights. If, If the Company at any time after date hereof, the Company shall determine (other than pursuant to prepare and file with the Commission a registration statement relating Section 2) proposes to an offering for register any of its account or the account of others securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Stock for sale to the public), each such time it will give prompt written notice to all holders of outstanding Registrable Stock of its intention to do so. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its equity securitiesRegistrable Stock, other than on Form S-4 or Form S-8 (each the Company will use all reasonable commercial efforts to cause the Registrable Stock as promulgated under to which registration shall have been so requested to be included in the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with covered by the stock option registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other employee benefit plansdisposition by the holder of such Registrable Stock so registered. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the Company shall send number of shares of Registrable Stock to be included in such an underwriting may be reduced if and to the Holder a written notice extent that the managing underwriter shall be of the opinion that such determination and if, within 15 calendar days after inclusion would adversely affect the date marketing of such notice, the Holder (or any permitted successor or assign) shall so request in writing, securities to be sold by the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registeredtherein. Further, in In the event that the offering is managing underwriter on behalf of all underwriters limits the number of shares to be included in a firm-commitment underwritten offeringregistration pursuant to this Section 3, or shall otherwise require a limitation of the number of shares to be included in the registration, then the Company may exclude the Warrant Shares if so requested will include in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)registration:

Piggyback Registration Rights. If, (a) If at any time after date hereofor from time to time between the Filing Deadline Date and the expiration of the Effectiveness Period the Company shall propose to register any Common Stock for public sale under the Securities Act (a “Company Registration”), the Company shall determine to prepare and file with give the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a Holders prompt written notice of such determination the proposed registration and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by and conditions as the underwriters for other securities included in such registration such number of shares of Registrable Common Stock as the Holders shall request within five (5) business days after the giving of such notice (a “Piggyback Registration”); provided, however, that the Company may at any time prior to the effectiveness of any such registration statement, in its sole discretion and without the consent of the Holders, abandon the proposed offering in which the Holders had requested to participate (provided that the Company gives the Holders prompt notice of such decision); and provided further that the Holders shall be entitled to withdraw any or all of its shares of Registrable Common Stock to be sold for included in a registration statement under this Section 3(a) at any time prior to the account date on which the registration statement with respect to such shares of Underlying Common Stock is declared effective by the CompanySEC. ******************** (Signature Page FollowsThe Company shall be entitled to select the investment bankers and/or managers, if any, to be retained in connection with any registration referred to in this Section 3(a), provided such investment bankers and/or managers are reasonably acceptable to the Holders.

Piggyback Registration Rights. If, at any time after the date hereofhereof and prior to [FIVE YEARS AFTER QUALIFICATION OF REG A OFFERING], the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)

Piggyback Registration Rights. If, If the Company at any time after date hereof, the Company shall determine (other than pursuant to prepare and file with the Commission a registration statement relating Section 2) proposes to an offering for register any of its account or the account of others securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-0, X-0 or another form not available for registering the Registrable Stock for sale to the public), each such time it will give prompt written notice to all holders of outstanding Registrable Stock of its intention to do so. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its equity securitiesRegistrable Stock, other than on Form S-4 or Form S-8 (each the Company will use its best efforts to cause the Registrable Stock as promulgated under to which registration shall have been so requested to be included in the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with covered by the stock option registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other employee benefit plansdisposition by the holder of such Registrable Stock so registered. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the Company shall send number of shares of Registrable Stock to be included in such an underwriting may be reduced if and to the Holder a written notice extent that the managing underwriter shall be of the opinion that such determination and if, within 15 calendar days after inclusion would adversely affect the date marketing of such notice, the Holder (or any permitted successor or assign) shall so request in writing, securities to be sold by the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registeredtherein. Further, in In the event that the offering is managing underwriter on behalf of all underwriters limits the number of shares to be included in a firm-commitment underwritten offeringregistration pursuant to this Section 3, or shall otherwise require a limitation of the number of shares to be included in the registration, then the Company may exclude the Warrant Shares if so requested will include in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)registration:

Piggyback Registration Rights. IfSubject to Section 7(b)(i) and ----------------------------- Section 7(b)(ii) hereof, if the Company plans to file a registration statement under the Securities Act on a Form S-3 to register any shares of Common Stock for sale by it in an underwritten public offering during the Restriction Period or for sale by it (except in connection with any dividend reinvestment plan, stock option plan stock purchase plan, savings or similar plan) or any of its stockholders at any time after date hereofthe end of the Restriction Period other than on a shelf registration statement (the "Piggyback Registration Statement"), the Company shall determine provide to prepare the Investor and file with any Transferee under Section 7(b)(i)(D) (referred to jointly in this Section 8 as the Commission a registration statement relating "Investor") hereof the right to an offering for its account include the shares of Common Stock acquired under this Agreement on the Piggyback Registration Statement, if the Investor is the stockholder of record of the shares of Common Stock at such time and is unable to sell any shares of Common Stock acquired under this Agreement pursuant to Rule 144(k) (or the account of others any successor rule) under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 by providing the Investor with at least twenty (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send 20) days notice prior to the Holder a written notice effectiveness of such determination and ifregistration statement. At the written request of the Investor, given within 15 calendar ten (10) days after the date receipt of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement will use reasonable efforts to cause all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock for which registration shall have been requested to be sold for included in the account of the Company. ******************** (Signature Page Follows)Piggyback Registration Statement.

Piggyback Registration Rights. IfSubject to the terms and conditions of this Agreement, at any time after date hereof, if the Company shall determine intends to prepare and file with or desires to file a Registration Statement providing for the Commission offering or resale of (i) Common Stock or (ii) any Registrable Securities (other than a registration statement (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to an offering for its account Common Stock or any other shares of capital stock of the account Company issuable upon exercise of others employee share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Actapplies), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send will notify the Holders of the proposed filing at least 30 days prior to the filing of the Registration Statement, and will afford each Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall an opportunity to include in such registration statement Registration Statement all or any part of the Warrant Shares that Registrable Securities then held by such Holder. If any Holder desires to include in any such Registration Statement all or part of the Registrable Securities held by such Holder, such Holder requests to be registered. Furthershall, within 15 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice, if the event Holder has not already done so, shall inform the Company that the offering is a firm-commitment underwritten offeringHolder has elected to exercise some or all of its Warrants, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account and of the Company. ******************** (Signature Page Follows)number of Registrable Securities such Holder wishes to include in such Registration Statement.

Piggyback Registration Rights. If, If the Company at any time after date hereof, the Company shall determine (other than pursuant to prepare and file with the Commission a registration statement relating Section 2) proposes to an offering for register any of its account or the account of others securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms X-0, X-0 or another form not available for registering the Registrable Stock for sale to the public), each such time it will give prompt written notice to all holders of outstanding Registrable Stock of its intention to do so. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its equity securitiesRegistrable Stock, other than on Form S-4 or Form S-8 (each the Company will use its best efforts to cause the Registrable Stock as promulgated under to which registration shall have been so requested to be included in the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with covered by the stock option registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other employee benefit plansdisposition by the holder of such Registrable Stock so registered. In the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering of Common Stock, the Company shall send number of shares of Registrable Stock to be included in such an underwriting may be reduced if and to the Holder a written notice extent that the managing underwriter shall be of the opinion that such determination and if, within 15 calendar days after inclusion would adversely affect the date marketing of such notice, the Holder (or any permitted successor or assign) shall so request in writing, securities to be sold by the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registeredtherein. Further, in In the event that the offering is managing underwriter on behalf of all underwriters limits the number of shares to be included in a firm-commitment underwritten offeringregistration pursuant to this Section 3, or shall otherwise require a limitation of the number of shares to be included in the registration, then the Company may exclude the Warrant Shares if so requested will include in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)registration:

Piggyback Registration Rights. If, at any time after date hereofthe First Closing Date, and subject to the rules and regulations of the Commission, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its the Company’s equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), ) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send deliver to the Holder each Purchaser a written notice of such determination and if, within 15 calendar days after the date of delivery of such notice, the Holder Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Underlying Shares that such Holder Purchaser requests to be registered. Further; provided, in the event however, that the offering is a firm-commitment underwritten offering, Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offeringSecurities Act. In the case of inclusion in a firm-commitment underwritten offering, the Holders Purchasers must sell their Warrant Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows).

Piggyback Registration Rights. If, at any time after date hereofprior to the earlier of (x) the 12-month anniversary of the Closing Date and (y) the first day as of which all Warrant Shares issued and sold hereunder may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securitiesthe Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), ) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send deliver to the Holder each Purchaser a written notice of such determination and if, within 15 calendar days Business Days after the date of delivery of such notice, the Holder Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder Purchaser requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders Purchasers must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows).

Piggyback Registration Rights. If, at any time after date hereofprior to the earlier of (x) the 12-month anniversary of the Closing Date and (y) the first day as of which all Warrant Shares issued and sold hereunder may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securitiesthe Common Shares, other than on Form S-4 F-4 or Form S-8 F-8 (each as promulgated under the Securities Act), ) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option equity incentive or other employee benefit plans, the Company shall send deliver to the Holder each Purchaser a written notice of such determination and if, within 15 calendar days Business Days after the date of delivery of such notice, the Holder Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder Purchaser requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders Purchasers must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock Shares to be sold for the account of the Company. ******************** (Signature Page Follows).

Piggyback Registration Rights. If, at any time after the date hereofhereof and prior to [FIVE YEARS AFTER QUALIFICATION OF REG A OFFERING], the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** ​ (Signature Page Follows)) ​ ​ ​

Piggyback Registration Rights. If, at any time after date hereofthe Closing Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder each Purchaser a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Conversion Shares that such Holder Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Conversion Shares pursuant to this Section 4.7 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Conversion Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Conversion Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Holders Purchasers must sell their Warrant Conversion Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows).

Piggyback Registration Rights. If, at any time after the date hereofhereof and prior to [SEVEN YEARS AFTER QUALIFICATION OF REG A OFFERING], the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. 40 ******************** (Signature Page Follows)

Piggyback Registration Rights. If, at any time after date hereofthe Closing Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder each Purchaser a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of the Shares and Warrant Shares that such Holder Purchaser requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Shares and Warrant Shares if so requested in writing by the lead underwriter of such offering, so long as all shares proposed to be sold by any officer or director of the Company are similarly excluded. If less than all of the Shares and Warrant Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers (and any subsequent transferees) requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Holders Purchaser must sell their its Shares and Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows).

Piggyback Registration Rights. If(i) Until such date as the ----------------------------- Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission, at any time after date hereof, if the Company shall determine proposes to prepare and file register any of its Common Stock or any other shares of common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock or any other shares of common stock of the Company issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Commission Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send such registration to the Holder a written Investors, which notice of shall set forth such determination Investors' rights under this Section 2(c) and if, within 15 calendar days after shall offer the date of such notice, Investors the Holder (or any permitted successor or assign) shall so request in writing, the Company shall opportunity to include in such registration statement all or any part such number of Registrable Securities as the Warrant Shares that such Holder requests Investors may request. Upon the written request of an Investor made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered. Further, in the event that the offering is a firm-commitment underwritten offeringdisposed of by such Investors), the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)will use its

Piggyback Registration Rights. If, at any time after date hereofthe Closing Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock share option or other employee benefit plans, the Company shall send to the Holder Purchaser a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Conversion Shares that such Holder the Purchaser requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Conversion Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders Purchaser must sell their Warrant its Conversion Shares on the same terms set by the underwriters for shares of Common Stock Ordinary Shares to be sold for the account of the Company. ******************** (Signature Page Follows).

Piggyback Registration Rights. If, at any time after date hereofthe Initial Exercise Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering, so long as all shares proposed to be sold by any officer or director of the Company are similarly excluded. If less than all of the Warrant Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Holders requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Holders Holder must sell their its Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows).

Piggyback Registration Rights. If, at any time after the date hereofhereof and prior to [SEVEN YEARS AFTER QUALIFICATION OF REG A OFFERING], the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)) 41

Piggyback Registration Rights. IfNotwithstanding the Company’s obligations to the Investors in connection with that certain the Registration Rights Agreement of even date herewith by and among such parties, and in expansion, but not in lieu, of such rights, if at any time after beginning six months following the date hereof, there is not an effective registration statement registering for resale the Conversion Shares and Warrant Shares then held by the Investors, and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), ) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to the Holder a each Investor written notice of such determination and ifand, if within 15 five calendar days after the date receipt of such notice, the Holder (or any permitted successor or assign) such Investor shall so request in writing, the Company shall include in such registration statement all or any part of the such Conversion Shares or Warrant Shares that such Holder holder requests to be registered. Further, in subject to customary underwriter cutbacks applicable to all holders of registration rights and subject to the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter applicable terms of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)registration rights.

Piggyback Registration Rights. If, at any time after date hereofthe Initial Exercise Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the each Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Warrant Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Holders requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows).

Piggyback Registration Rights. If, at any time after date hereofthe Closing Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 S-4, F-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder each Purchaser a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder Purchaser requests to be registeredregistered (to the extent such Warrant Shares are not then already covered by a current and effective registration statement under the Securities Act). Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Warrant Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of inclusion in a firm-commitment underwritten offering, the Holders Purchasers must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock Ordinary Shares to be sold for the account of the Company. ******************** (Signature Page Follows).

Piggyback Registration Rights. If, at If (but without any time after date hereof, obligation to do so) Company proposes to register any of the Company shall determine to prepare and file with the Commission Shares on a registration statement (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Shares, a registration in which the only Shares being registered are Shares issuable upon conversion of debt securities that are also being registered, or if there is a managing underwriter of the offering of shares referred to in the registration statement and such managing underwriter advises the Company in writing that the Shares proposed to be included in the offering will have an offering for adverse effect on its account or ability to successfully conclude the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Actoffering), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plansCompany shall, the Company shall send to at such time, promptly give the Holder a written notice of such determination and if, registration. Upon the written request of the Holder given within 15 calendar ten (10) days after the date mailing of such noticenotice by Company, Company shall, subject to the final approval of the other holder(s) of securities (including the underwriter, if applicable) intended to be included on such registration statement, use all reasonable efforts to cause to be registered under the Act all of the Shares that the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests has requested to be registered. FurtherIf and when the registration statement does become effective, in Elite may sell an amount of shares not to exceed the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account daily average trading volume of the Company. ******************** (Signature Page Follows)'s common stock in the prior month, per week.

Piggyback Registration Rights. If, at any time after date hereof, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** 13 (Signature Page Follows)) 14

Piggyback Registration Rights. If, at any time after the date hereofhereof and prior to THREE YEARS AFTER QUALIFICATION OF REG A OFFERING, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. 39 ******************** (Signature Page Follows)

Piggyback Registration Rights. If, at any time after date hereofthe Closing Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securitiesthe Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), ) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send deliver to the Holder each Purchaser a written notice of such determination and if, within 15 calendar days Business Days after the date of delivery of such notice, the Holder Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Conversion Shares that such Holder Purchaser requests to be registered. Further; provided, in the event however, that the offering is a firm-commitment underwritten offering, Company shall not be required to register any Conversion Shares pursuant to this Section 4.17 that are eligible for resale without restriction pursuant to Rule 144 under the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offeringSecurities Act. In the case of inclusion in a firm-commitment underwritten offering, the Holders Purchasers must sell their Warrant Conversion Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude some or all of the Conversion Shares if so requested in writing by the lead underwriter of such offering.

Piggyback Registration Rights. If, at any time after the date hereofhereof and prior to [FIVE YEARS AFTER QUALIFICATION OF REG A OFFERING], the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. Doc ID: c29f501fb97fb5cf1d5ea53b129134381d366b38 ******************** (Signature Page Follows)) Doc ID: c29f501fb97fb5cf1d5ea53b129134381d366b38

Piggyback Registration Rights. If, If at any time after prior to the expiration of the 24 months from the date hereof, of this Agreement (“Registration Period”) the Company shall determine to prepare and file with the Commission SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities, securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans), the Company shall send to the Holder a Purchaser written notice of such determination and ifand, if within 15 calendar fifteen (15) days after the effective date of such notice, the Holder (or any permitted successor or assign) Purchaser shall so request in writing, the Company shall include in such registration statement Registration Statement all or any part of the Warrant Shares that such Holder Common Stock being purchased hereunder the Purchaser requests to be registered. Furtherregistered (“Registrable Securities”), except that if, in the event that the connection with any underwritten public offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit.

Piggyback Registration Rights. If, at any time after the date hereofhereof and prior to THREE YEARS AFTER QUALIFICATION OF REG A OFFERING, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)

Piggyback Registration Rights. If, at any time after date hereofprior to the earlier of (x) the 12-month anniversary of the Closing Date and (y) the first day as of which all Warrant Shares issued and sold hereunder may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securitiesthe Common Stock, other than on Form S-4 F-4 or Form S-8 F-8 (each as promulgated under the Securities Act), ) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send deliver to the Holder each Purchaser a written notice of such determination and if, within 15 calendar days Business Days after the date of delivery of such notice, the Holder Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder Purchaser requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders Purchasers must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows).

Piggyback Registration Rights. IfSubject to Section 7(b)(i) and Section 7(b)(ii) hereof, if the Company plans to file a registration statement under the Securities Act on a Form S-3 to register any shares of Common Stock for sale by it in an underwritten public offering during the Restriction Period or for sale by it (except in connection with any dividend reinvestment plan, stock option plan stock purchase plan, savings or similar plan) or any of its stockholders at any time after date hereofthe end of the Restriction Period other than on a shelf registration statement (the "Piggyback Registration Statement"), the Company shall determine provide to prepare the Investor and file with any Transferee under Section 7(b)(i)(D) (referred to jointly in this Section 8 as the Commission a registration statement relating "Investor") hereof the right to an offering for its account include the shares of Common Stock acquired under this Agreement on the Piggyback Registration Statement, if the Investor is the stockholder of record of the shares of Common Stock at such time and is unable to sell any shares of Common Stock acquired under this Agreement pursuant to Rule 144(k) (or the account of others any successor rule) under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 by providing the Investor with at least twenty (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send 20) days notice prior to the Holder a written notice effectiveness of such determination and ifregistration statement. At the written request of the Investor, given within 15 calendar ten (10) days after the date receipt of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement will use reasonable efforts to cause all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock for which registration shall have been requested to be sold for included in the account of the Company. ******************** (Signature Page Follows)Piggyback Registration Statement.

Piggyback Registration Rights. If, at any time after date hereofthe Closing Date, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securitiesthe Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), ) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send deliver to the Holder each Purchaser a written notice of such determination and if, within 15 calendar days Business Days after the date of delivery of such notice, the Holder Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Underlying Shares that such Holder Purchaser requests to be registered. Further; provided, in the event however, that the offering is a firm-commitment underwritten offering, Company shall not be required to register any Underlying Shares pursuant to this Section 4.14 that are eligible for resale without restriction pursuant to Rule 144 under the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offeringSecurities Act. In the case of inclusion in a firm-commitment underwritten offering, the Holders Purchasers must sell their Warrant Underlying Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)Further, in the event that the offering by the Company is a firm-commitment underwritten offering, the Company may exclude some or all of the Underlying Shares if so requested in writing by the lead underwriter of such offering, provided, any such exclusion shall be made on a pro-rata basis with such Persons set forth on Schedule 3.1(v) attached hereto.

Piggyback Registration Rights. If, at any time after date hereofhereof prior to September 27, 2025, the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to the Holder a written notice of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)

Piggyback Registration Rights. If, (a) If at any time after date hereof, the Company shall determine proposes to prepare and file with register any shares of Common Stock on any form for the Commission a registration statement relating to an offering for its account or the account of others securities under the Securities Act of any of 1933, as amended (the "SECURITIES ACT"), whether or not for its equity securities, own account (other than on Form S-4 a registration form solely relating to: (i) a registration of a stock option, stock purchase or Form S-8 compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (each as promulgated ii) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with another corporation, or (iii) a registration of securities proposed to be issued in exchange for the other securities of the Company), in a manner which would permit registration of shares of the Company?s Common Stock owned by the Note Holder (the "REGISTRABLE SECURITIES") for sale to the public under the Securities ActAct (a "PIGGYBACK REGISTRATION"), or their then equivalents relating it will at such time give prompt written notice to equity securities the Note Holder of its intention to do so and of the Note Holder's rights under this Part 1. Upon the written request of the Note Holder made within 20 days after the giving of any such notice (which request shall specify the Registrable Securities intended to be issued solely in connection with any acquisition disposed of any entity or business or equity securities issuable in connection with by the stock option or other employee benefit plansNote Holder and the intended method of disposition thereof), the Company shall send to will include in the Holder a written notice of such determination and if, within 15 calendar days after Registration Statement the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, Registrable Securities which the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if has been so requested in writing to register by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)Note Holder.

Piggyback Registration Rights. IfOn one occasion between the first and second anniversary of the Closing Date, each holder of Restricted Stock shall have the right to have his, her or its shares of Restricted Stock included for sale on any registration statement filed by the Company, except registration statements filed on Form S-4 and Form S-8 or their successor forms or any other form which does not permit registration of the Restricted Stock, at the Company's cost and expense (except commissions or discounts and fees of the holder's own professionals, if any); provided, however, that this provision shall not apply to any shares of Restricted Stock that may, at the time after date hereofof filing of such Company registration statement, be sold within any three-month period under Rule 144 of the Act. If the offering with respect to which a registration statement is filed is managed by an independent underwriter, and if in the reasonable judgment of the managing underwriter, the sale of shares of Restricted Stock in connection with the proposed offering would have a material adverse effect on the offering, then the number of shares of Restricted Stock to be sold by stockholders of the Company may be reduced and cut back, pro rata with other Holders who propose to sell shares in the offering; provided, however, that management of the Company shall determine to prepare and file with have priority in the Commission event of any cut-back. The Company shall give the Holder ten (10) business days notice of the intended filing date of any registration statement, other than a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than filed on Form S-4 or Form S-8 (each as promulgated under or any successor form, and the Securities Act), or their then equivalents relating Holder shall have one week after receipt of such notice to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, notify the Company shall send of its intent to the Holder a written notice include any shares of such determination and if, within 15 calendar days after the date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include Restricted Stock in such registration statement all or any part of the Warrant Shares that such Holder requests to be registered. Further, in the event that the offering is a firm-commitment underwritten offering, the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common Stock to be sold for the account of the Company. ******************** (Signature Page Follows)statement.

Piggyback Registration Rights. If, If at any time after the date hereof, of this Agreement the Company shall determine to prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), ) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to the Holder a Purchaser written notice of such determination and ifand, if within 15 calendar twenty (20) days after the date receipt of such notice, the Holder (or any permitted successor or assign) Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that such Holder shares of common stock underlying the Preferred Stock purchased hereunder which are then held by Purchaser as Purchaser requests to be registered. Further; provided, in the event however, that the offering is a firm-commitment underwritten offering, Company shall not be required to register any of the Company may exclude the Warrant Shares if so requested in writing by the lead underwriter of such offering. In the case of inclusion in a firm-commitment underwritten offering, the Holders must sell their Warrant Shares on the same terms set by the underwriters for shares of Common common stock underlying the Preferred Stock purchased by Purchaser hereunder pursuant to be sold this Section 9 that are eligible for the account sale without limitation pursuant to Rule 144 of the CompanySecurities Act. ******************** (Signature Page Follows)There shall be no registration rights with respect to the Preferred Stock, other than as set forth above with respect to the shares of common stock underlying the Preferred Stock.