Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, (a) If at any time commencing after the effective date Closing Date the Company shall propose to file a Registration Statement under the Securities Act relating to a public offering of the Registration Statement and expiring five (5) years thereafter, Common Stock or other equity securities of the Company proposes to register any of its securities under the Act (other than in connection with an Excluded Registration) for the Company’s own account or for the account of any holder of the Company’s equity securities (other than any Holder), in each case, on a merger or pursuant registration form and in a manner that would permit the registration of Registrable Securities for sale to Form S-4 or Form S-8 or successor form theretothe public under the Securities Act, the Company shall (i) it will give written notice by registered mail, at least thirty (30) days ten Business Days prior to the filing of thereof to each such registration statement, Holder (other than any Holder that has provided written notice to the Holders of the Warrant Shares of its intention Company that such Holder elects not to do so. If any of the Holders of the Warrant Shares notify receive notices from the Company within twenty (20) days after mailing of any such notice of its or their desire pursuant to include any such securities in such proposed registration statementthis Section 4(a)), specifying the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number approximate date on which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sellfile such Registration Statement and advising such Holder of its right to have any and all of the Registrable Securities of such Holder included among the securities to be covered thereby, subject to reduction in accordance with Section 5, and (ii) at the written request of any such Holder given to the Company within five Business Days after written notice from the Company has been given to such Holder, include among the securities covered by such Registration Statement the number of Registrable Securities which such Holder shall have requested to be so included, subject to reduction in accordance with Section 5. (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included Nothing in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares this Section 4 shall create any liability on the basis part of the number of Underwriter's Warrant Shares requested Company to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, any Holder if for any reason the Company shall have decide not to file, or to delay the right at any time after it shall have given written notice filing of, a Registration Statement proposed to be filed pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made4(a) to elect not to file any such proposed registration statement or to withdraw the same after such Registration Statement subsequent to the filing but prior thereof, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise; provided, however, that the Company shall not be relieved of its obligation hereunder to pay the effective date thereofRegistration Expenses in connection with any such filing or proposed filing.

Piggyback Registration. If, (a) If at any time, and from time commencing after to time, when Registrable Securities are not already covered by an existing and effective Registration Statement, the effective Company proposes to— (A) file a registration statement under the Securities Act with respect to an offering of any class of equity securities of the Company or any securities convertible or exercisable into shares of any equity securities of the Company (other than with respect to a registration statement (i) on Form S-8 or any successor form thereto, (ii) on Form S-4 or any successor form thereto, or (iii) another form not available for registering the Registrable Securities for sale to the public), whether or not for its own account; or (B) conduct an underwritten offering constituting a “takedown” of a class of equity securities of the Company or any securities convertible or exercisable into shares of any equity securities of the Company registered under a shelf registration statement previously filed by the Company, the Company shall comply with the obligations set forth in this Section 6. (b) The Company shall give written notice (the “Piggyback Notice”) of such proposed filing or offering to the Holders at least ten (10) Business Days before the anticipated filing date. Such notice shall include the number and class of securities proposed to be registered or offered, the proposed date of filing of such registration statement or the Registration Statement conduct of such underwritten offering, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and expiring a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement, and shall offer the Holders the opportunity to register such amount of Registrable Securities as each Holder may request on the same terms and conditions as the registration of the Company’s and/or the holders of other securities of the Company securities, as the case may be (a “Piggyback Offering”). Subject to Section 6(c), if applicable, the Company will include in each Piggyback Offering all Registrable Securities for which the Company has received written requests for inclusion within five (5) years thereafterBusiness Days after the date the Piggyback Notice is given; provided, however, that in the Company proposes to register any case of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such a registration statement, such Registrable Securities are not otherwise registered pursuant to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities an existing and effective Shelf Registration Statement under this Agreement, but in such proposed registration statementcase, the Company shall afford include such Holders Registrable Securities in such underwritten offering if the Shelf Registration Statement may be utilized for the offering and sale of the Warrant Shares Registrable Securities requested to be offered; and provided further that, in the opportunity to have any such Warrant Shares registered case of an underwritten offering in the form of a “takedown” under such a shelf registration statement. In , such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the event that offering and sale of the Registrable Securities requested to be offered. (c) If the proposed offering is an Underwritten Offering, the Company will cause the managing underwriter for said of the proposed offering to permit the Holders that have requested Registrable Securities to be included in the Piggyback Offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advises the Company and the selling Holders in writing that that, in its opinion view, the number total amount of securities that the Company, such Holders and any other holders entitled to participate in such offering (“Other Holders”) propose to include in such offering is such as to adversely affect the success of such underwritten offering, then: (A) if such Piggyback Offering is an underwritten primary offering by the Company for its own account, the Company will include in such Piggyback Offering: (i) first, all securities to be offered by the Company; (ii) second, up to the full amount of Registrable Securities requested to be included in such Piggyback Offering by the Holders, allocated pro rata among such Holders on the basis of the amount of Registrable Securities requested to be included therein by each of them and (iii) third, up to the full amount of securities requested to be included in such registration exceeds offering by all Other Holders; (B) if such Piggyback Offering is an underwritten secondary offering for the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offeringaccount of Other Holders exercising “demand” rights, the Company will include in such registration registration: (ai) first, up to the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion full amount of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding offering by the provisions Other Holders exercising “demand” rights and the Holders, allocated pro rata among such Holders and such Other Holders on the basis of this Section 9.2the amount of securities held by each of the Holders and the Other Holders; and (ii) second, up to the full amount of securities proposed to be included in the registration by the Company; such that, in each case, the total amount of securities to be included in such Piggyback Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the success of such Piggyback Offering. (d) At any time after giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to the Piggyback Offering, or in the case the Company determines for any reason not to register or delay the registration of the Piggyback Offering, the Company shall have may, at its election, give notice of its determination to all Holders, and in the right at case of such a determination, will be relieved of its obligation to register any time after it shall have given written notice pursuant Registrable Securities in connection with the abandoned or delayed Piggyback Offering, without prejudice. (e) Any Holder of Registrable Securities requesting to this Section 9.2 (irrespective of whether be included in a written Piggyback Offering may withdraw its request for inclusion of any such securities shall have been madeby giving written notice to the Company, at least three (3) to elect not to file any such proposed registration statement or to withdraw the same after the filing but Business Days prior to the effective anticipated Effective Date of the Registration Statement filed in connection with such Piggyback Offering, or in the case of a Piggyback Offering constituting a “takedown” off of a shelf registration statement, at least three (3) Business Days prior to the anticipated date thereofof the filing by the Company under Rule 424 of a supplemental prospectus with respect to such offering, of its intention to withdraw from that registration; provided, however, that (i) the Holder’s request be made in writing and (ii) the withdrawal will be irrevocable and, after making the withdrawal, a Holder will no longer have any right to include its Registrable Securities in that Piggyback Offering.

Piggyback Registration. If, (a) If at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities file a Registration Statement under the Securities Act with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.02 hereof) on a form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (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, (iv) for a merger dividend reinvestment plan or pursuant to (v) on Form S-4 or Form S-8 or successor form thereto) it will S-4, then the Company shall give written notice by registered mail, at least thirty (30) days prior of such proposed filing to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any all of the Holders of the Warrant Shares notify the Company within twenty Registrable Securities as soon as practicable but not less than ten (2010) days after mailing before the anticipated filing date of any such Registration Statement, which notice of its or their desire to include any such securities in such proposed registration statement, shall (A) describe the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number amount and type of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such registration offering, and (aB) firstoffer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Holders within one (1) Business Day after the delivery of any such notice by the Company) (such Registration a “Piggyback Registration”); provided, however, that if the Company has been advised by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the securities Company shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.03(b). Subject to Section 2.03(b), the Company proposes to sellshall, (b) secondin good faith, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested cause such Registrable Securities to be included in such registration which in Piggyback Registration and shall use its commercially reasonable efforts to cause the opinion managing Underwriter or Underwriters of such underwriter can be sold, pro rata among a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested pursuant to be registered by such Holders, and (d) fourth, other securities requested this Section 2.03 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registrationRegistration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. Notwithstanding If no written request for inclusion from a Holder is received within the provisions of specified time, each such Holder shall have no further right to participate in such Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 9.22.03 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. (b) If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration that the dollar amount or number of shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Sections 2.02 and 2.03, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), pro rata to the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Sections 2.02 and 2.03 hereof which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (ii) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), pro rata to the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Sections 2.02 and 2.03 hereof which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. (c) Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the pricing of such Underwritten Offering. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofeffectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.03. (d) For purposes of clarity, any Registration effected pursuant to Section 2.03 hereof shall not be counted as a Registration effected under Section 2.02 hereof.

Piggyback Registration. If, at any time within the period commencing one (1) year and expiring seven (7) years after the effective date of the Registration Statement and expiring five (5) years thereafterEffective Date, the Company proposes to register any of its securities should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-4 or Form S-8 or successor form theretoS-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Warrant Shares Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If any of the Holders of the Warrant Shares Registrable Securities notify the Company within twenty (20) calendar days after mailing receipt of any such notice of its or their desire to include any such securities Registrable Securities in such proposed registration statement, the Company shall afford such the Holders of the Warrant Shares Registrable Securities the opportunity to have any such Warrant Shares registered under Registrable Securities included in such registration statement, unless the Underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included However, in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offeringevent, the Company will include will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in such addition to any registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested statement required to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested filed pursuant to be registered by such Holders, and (d) fourth, other securities requested to be included in such registrationSection 7(b). Notwithstanding the provisions of this Section 9.27(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at (a) At any time commencing after following the effective date third anniversary of the Registration Statement Closing (or, if earlier, the termination of the restrictions set forth in Section 6.01(a)(i)) and expiring five prior to the later of (5x) years thereafterthe tenth anniversary of the Closing and (y) the date on which the Aggregate Ownership Percentage of the Investor Group ceases to be at least 10%, if the Company proposes to register any of its securities Company Securities under the Securities Act (other than in connection with a merger registration on Form ▇-▇, ▇-▇ or any successor forms or a registration pursuant to Form S-4 Rule 145 promulgated by the SEC under the Securities Act), whether or Form S-8 or successor form thereto) it will not for sale for its own account, the Company shall each such time give written prompt notice by registered mail, at least thirty (30) days 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to the Investor, which notice shall set forth the Investor’s rights under this Section 5.02 and shall offer the Investor the opportunity to include in such registration statement the number of Registrable Securities of any member of the Investor Group of the same class or series as those proposed to be registered as the Investor may request (a “Piggyback Registration”), subject to the provisions of Section 5.02(b). Upon the request of the Investor made within 15 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by any Registering Investor), the Company shall use commercially reasonable efforts to effect, as soon as reasonably practicable, the registration under the Securities Act of all Registrable Securities of each Registering Investor that the Company has been so requested to register by the Investor to the extent necessary to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration statementinvolves a Public Offering, all Registering Investors must sell their Registrable Securities to the Holders of underwriters selected as provided in Section 5.04(g)(i) on the Warrant Shares same terms and conditions as apply to the Company, and (ii) if, at any time after giving notice of its intention to do so. If register any Company Securities pursuant to this Section 5.02(a) and prior to the effective date of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any registration statement filed in connection with such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford determine for any reason not to register such Holders securities, the Company shall give notice to the Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Warrant Shares Company of its obligations to effect a Demand Registration to the opportunity extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. (b) If a Piggyback Registration involves a Public Offering (other than pursuant to have any such Warrant Shares registered under such registration statement. In Demand Registration, in which case the event that provisions with respect to priority of inclusion set forth in Section 5.01(e) shall apply) and the managing underwriter for said offering advises the Company in writing that that, in its opinion view, the number of securities Company Securities that the Company and the Registering Investors intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; (ii) second, (x) all Registrable Securities of the Registering Investors requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, Investor and (cy) third, the Warrant Shares all “Registrable Securities” requested to be included in such registration which by any “Holder” (each as defined in the opinion of such underwriter can be soldExisting Investors’ Rights Agreement) pursuant to the Existing Investors’ Rights Agreement (allocated between (x) and (y), if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Registrable Securities and such “Registrable Securities” (as defined in the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (dExisting Investors’ Rights Agreement) fourth, other securities requested to be included in such registration. Notwithstanding registration by the provisions Registering Investors and the “Holders” (as defined in the Existing Investors’ Rights Agreement), respectively); and (iii) third, any securities proposed to be registered for the account of this Section 9.2any other Persons, with such priorities among them as the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofdetermine.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, If the Company proposes to register any of its securities under the Securities Act (other than in connection with a merger or pursuant to (i) a registration, the primary purpose of which is to register debt securities or (ii) a registration statement on Form S-8, F-4 or S-4 or Form S-8 any successor form), whether or successor form thereto) not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will shall give prompt written notice by registered mailto KKR of its intention to do so, which notice, in any event, shall be given at least thirty (30) 30 days prior to the filing of each any registration statement for such registration statement, to proposed registration. Upon the Holders written request of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company KKR made within twenty (20) 30 days after mailing the receipt of any such notice of its or their desire to include any such securities (15 days if the Company states in such proposed written notice or gives telephonic notice to KKR, with written confirmation to follow promptly thereafter, stating that (i) such registration statementwill be on Form F-3 or S-3 and (ii) such shorter period of time is required because of a planned filing date), which request shall specify the Registrable Shares intended to be disposed of by KKR, the Company shall afford such Holders shall, subject to Section 2.5(b) hereof, effect the registration under the Securities Act of the Warrant all Registrable Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises which the Company in writing that in its opinion the number of securities has been so requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration register by KKR; provided that, (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofof the registration statement filed in connection with such registration, promptly following receipt of notification by the Company from the managing underwriter (if an underwritten Public Offering) of the price at which such securities are to be sold, the Company shall so advise KKR of such price, and KKR shall then have the right, exercisable in its sole discretion, irrevocably to withdraw its request to have its Registrable Shares included in such registration statement, by delivery of written notice of such withdrawal to the Company within five (5) Business Days of its being advised of such price, without prejudice to the rights of KKR to include Registrable Shares in any future registration (or registrations) pursuant to this Section 2.2 or to cause such registration to be effected as a registration under Section 2.1 hereof, as the case may be; (b) 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 KKR and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from any obligation of the Company to pay the Expenses in connection therewith, if any), without prejudice, however, to the rights of KKR to include Registrable Shares in any future registration (or registrations) pursuant to this Section 2.2 or to cause such registration to be effected as a registration under Section 2.1 hereof, as the case may be, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Shares, for the same period as the delay in registering such other securities; and (c) if such registration was initiated by the Company for its own account and involves an underwritten Public Offering, KKR shall sell its Registrable Shares on the same terms and conditions as those that apply to the Company, and, notwithstanding Section 2.1(d), the underwriters of each such underwritten Public Offering shall be a nationally recognized underwriter (or underwriters) selected by the Company, which must be reasonably acceptable to KKR if KKR is selling its Registrable Shares. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 hereof and no registration effected pursuant to this Section 2.2 shall be deemed to have been effected pursuant to Section 2.1 hereof.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) thereto it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the Securities held by Motor Wheel Corporation subject to a Shareholder Agreement dated October 31, 1996, (c) third, the securities held by the entities that made the demand for registration, (cd) thirdfourth, the Representative's Warrants and/or Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Representative's Warrants and/or Warrant Shares on the basis of the number of UnderwriterRepresentative's Warrants and/or Warrant Shares requested to be registered by such Holders, and (de) fourthfifth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, 2.1. If at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any (including for this purpose a registration effected by the Company for shareholders of its the Company other than the Holders) equity securities under the Securities Act (other than in connection with a merger the public offering solely for cash on Form ▇-▇, ▇-▇ or pursuant to Form S-4 S-3 (or Form S-8 any applicable replacement or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statementforms), the Company shall afford promptly (and in no event less than 20 days prior to an initial filing of a registration statement with the Commission with respect to such offering) give the Holders written notice of such registration, including an offer to include in such registration the Warrant Shares aggregate number of shares of Registrable Securities as such Holder may request (a "Piggyback Registration"). Upon the opportunity written request of each Holder given within 10 days following the date of receipt of such notice and offer, the Company shall cause to have any be included in such Warrant Shares registration statement and use its commercially reasonable efforts to be registered under the Securities Act all the Registrable Securities that each such Holder shall have requested to be registered. The Company shall have the absolute right to withdraw or cease to prepare or file any registration statementstatement for any offering referred to in this Section 2 without any obligation or liability to any Holder. 2.2. In If the event that the managing underwriter for said offering advises Underwriters' Representative or Agent shall advise the Company in writing that that, in its opinion opinion, the number amount of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in would materially adversely affect such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, or the timing thereof, then the Company will include in such registration (a) firstregistration, to the securities extent of the amount which the Company proposes is so advised can be sold without such material adverse effect in such offering: First, all securities proposed to sell, (b) be sold by the Company for its own account; second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares Registrable Securities requested to be included in such registration which in by the opinion of such underwriter can be sold, Holders pursuant to this Section 2 on a pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holdersbasis; and third, and (d) fourth, all other securities requested to be included in such registration. Notwithstanding For purposes of the provisions foregoing, a material adverse effect on an offering of this Section 9.2, primary shares by the Company shall be deemed to exist if the Underwriters' Representative or Agent advises the Company in writing that, in its opinion, the amount of securities requested to be included in such offering exceeds the amount which can be sold in such offering within a price range acceptable to the Company. 2.3. Each Holder shall be entitled to have the right at any time after it shall have given written notice its Registrable Securities included in an unlimited number of Piggyback Registrations pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof2.

Piggyback Registration. If, 3.1 If UDC at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its equity or debt securities in connection with an offering under the Act (other than in connection with a merger or pursuant to registration on Form S-4 or Form S-8 or any successor form or similar forms thereto) ), whether or not for sale for its own account, it will give 30 days prior written notice by registered mail, at least thirty to ▇▇-▇▇ (30or any authorized subsequent holder of Shares) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any , describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, (x) the identity of the Holders managing underwriter, if any, and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the Warrant Shares notify like) at which the Company securities are reasonably expected to be sold). Upon the written request of ▇▇-▇▇ (or any authorized subsequent holder of Shares) delivered to UDC within twenty (20) 30 calendar days after mailing the receipt of any such notice (which request shall specify the Shares intended to be included in the registration), UDC will use its best efforts to effect the registration under the Act of all of the Shares that UDC has been so requested to register; provided, however, that: (i) If, at any time after giving such 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, UDC shall determine for any reason not to register such securities, UDC may, at its election, give written notice of such determination to ▇▇-▇▇ (or their desire any authorized subsequent holder of Shares) and thereupon UDC shall be relieved of its obligation to register any Shares in connection with such registration (but not from its obligation to pay the Registration Expenses (as defined below) in connection therewith). (ii) If ▇▇-▇▇ (or any authorized subsequent holder of Shares) requests some or all of its Shares to be included in UDC's registration, then ▇▇-▇▇ (or any authorized subsequent holder of Shares) must sell that portion of its Shares on the same terms and conditions as apply to UDC or other securities holders whose securities are being registered. 3.2 In the event the registration relates to an underwritten offering, if the managing underwriter advises UDC that, in its opinion, the number of securities proposed to be included in such registration should be limited due to market conditions, or not to include any such securities selling shareholders, then UDC will include in such proposed registration statement(i) first, the Company shall afford such Holders of the Warrant Shares the opportunity securities UDC proposes to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion sell, and (ii) second, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offeringpursuant to piggyback registration rights that, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter managing underwriter, can be sold, such amount to be allocated pro rata among the Holders of Warrant Shares all such requesting holders on the basis of the relative number of Underwriter's Warrant Shares requested to be registered by securities each such Holders, and (d) fourth, other securities holder has requested to be included in such registration. Notwithstanding the provisions . 3.3 In connection with any underwritten offering with respect to which ▇▇-▇▇ (or any authorized subsequent holder of Shares) shall have requested registration pursuant to this Section 9.23, the Company UDC shall have the right at to select the managing underwriter, if any, with respect to the offering. 3.4 In the event UDC is obligated to file a Registration Statement on Form S-3 or any time after it other form pursuant to a contract or agreement, which contract or agreement provides that no other selling shareholders shall be included in such Registration Statement, then ▇▇-▇▇ shall have given written notice pursuant no rights to this Section 9.2 (irrespective have any of whether a written request for inclusion of any the Shares registered through such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofRegistration Statement.

Piggyback Registration. IfSubject to Section 2(l), if, at any time commencing after while there still remain Registrable Securities, the effective date of the Company is no longer eligible to use or, notwithstanding its obligations under Section 2(a)(i), otherwise a Shelf Registration Statement and expiring five (5) years thereafterregistering the Shares for resale is not effective, the Company proposes to register any of its securities file a new registration statement under the Securities Act with respect to an offering of EQR Common Shares for (i) the Company’s own account (other than in connection with a merger or pursuant to registration statement on Form S-4 or Form S-8 (or successor any substitute form theretothat may be adopted by the Commission) it will or with respect to a Company at-the-market offering program (“ATM Program”) or Company dividend reinvestment plans) or (ii) the account of any holder of EQR Common Shares (other than a LBHI Group Member), then the Company shall give written notice by registered mail, at least thirty of such proposed filing to LBHI as soon as reasonably practicable (30but in no event less than ten (10) days prior to before the anticipated filing date of each such new registration statement). Upon a written request, given by LBHI to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty five (205) days after mailing delivery of any such notice of its or their desire by the Company, to include any such securities Registrable Securities in such Registration (which request shall specify the number of Registrable Securities proposed to be included in such new registration statement if such registration statement is not a “pay as you go” Automatic Shelf Registration Statement), the Company shall, subject to Section 2(i), include all such requested Registrable Securities in such new registration statement on the same terms and conditions as applicable to the Company’s or such holder’s EQR Common Shares (a “Piggyback Registration”). Notwithstanding the foregoing, if at any time after giving written notice of such proposed filing and prior to the effective date of such new registration statement, the Company or such holders shall afford such Holders determine for any reason not to proceed with the proposed filing of the Warrant Shares the opportunity to have any such Warrant Shares registered under such new registration statement. In the event that the managing underwriter for said offering advises , then the Company in writing that in may, at its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offeringelection, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion give written notice of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior determination to the effective date thereofLBHI Group and, thereupon, will be relieved of its obligation to Register any Registrable Securities in connection with such new registration statement.

Piggyback Registration. If, (a) If at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities file a Registration Statement under the Securities Act with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof) on a form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (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, (iv) for a merger dividend reinvestment plan or pursuant to (v) on Form S-4 or Form S-8 or successor form thereto) it will S-4, then the Company shall give written notice by registered mail, at least thirty (30) days prior of such proposed filing to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any all of the Holders of Registrable Securities as soon as practicable but not less than ten days before the Warrant Shares notify anticipated filing date of such Registration Statement, which notice shall (A) describe the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number amount and type of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such registration offering, and (aB) firstoffer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Holders within three Business Days after the delivery of any such notice by the Company) (such Registration a “Piggyback Registration”); provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the securities Company shall not be required to offer such opportunity to the Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.3(b). Subject to Section 2.3(b), the Company proposes to sellshall, (b) secondin good faith, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested cause such Registrable Securities to be included in such registration which in Piggyback Registration and shall use its commercially reasonable efforts to cause the opinion managing Underwriter or Underwriters of such underwriter can be sold, pro rata among a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested pursuant to be registered by such Holders, and (d) fourth, other securities requested this Section 2.3 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registrationRegistration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. Notwithstanding If no written request for inclusion from a Holder is received within the provisions of specified time, each such Holder shall have no further right to participate in such Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 9.22.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. (b) If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Sections 2.2 and 2.3, and (iii) the shares of Class A Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), pro rata to (1) the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Sections 2.2 and 2.3 hereof; and (2) the Founder Registrable Securities of Founder Holders exercising their rights to register their Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, which can be sold without exceeding the Maximum Number of Securities, and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (ii) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), pro rata to (1) the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Sections 2.2 and 2.3 hereof; and (2) the Founder Registrable Securities of Founder Holders exercising their rights to register their Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. (c) Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the pricing of such Underwritten Offering. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofeffectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3. (d) For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall not be counted as a Registration effected under Section 2.2 hereof.

Piggyback Registration. (a) Except in the case of a Demand Registration or Underwritten Shelf Takedown requested, in either case, by a ▇▇▇▇▇▇▇▇ Legacy Stockholder: if (1) the Company proposes, at any time after an IPO, to register any Company Securities under the Securities Act (other than a registration on Form S-8 or Form S-4, or any successor forms, relating to Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect business combination involving the Company and another Person, but including any Shelf Registration), whether for sale solely for its own account (a “Primary Registration”) or for the account of any other Person (including a Requesting Stockholder) and, in any case, such registration involves an Underwritten Public Offering, or (2) the Company receives an Underwritten Shelf Takedown Request, the Company shall each such time give prompt notice to each Eligible Stockholder, (i) in the case of a registration of Company Securities for its own account or for the account of a Person other than a Requesting Stockholder, at least 10 Business Days prior to the effective date of the registration statement relating to such registration, or, if earlier, promptly following the filing with the SEC of such related registration statement, (ii) in the case of a Demand Registration at the request of a Requesting Stockholder or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, promptly following receipt of the request for registration from such Requesting Stockholder, and, in any event, at least five Business Days prior to the effective date of the registration statement relating to such registration and (iii) in the case of an Underwritten Shelf Takedown, promptly following receipt of the applicable Underwritten Shelf Takedown Request, and, in any event, at least five Business Days (or, in the case of an Underwritten Block Trade, at least two Business Days) before the intended execution of an underwriting agreement with respect thereto. Such notice shall set forth such Eligible Stockholder’s rights under this Section 2.03 and shall offer such Eligible Stockholder the opportunity to include in such registration statement (and in such Underwritten Public Offering, in the case of an Underwritten Shelf Takedown) the number of Registrable Securities of the same class or series as those proposed to be registered (or sold, in the case of an Underwritten Shelf Takedown) as each such Eligible Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.03(c) . Upon the request of any such Eligible Stockholder made within 10 days (or four Business Days in the case of a Piggyback Registration in connection with a Demand Registration (or by the Business Day prior to the effective date of the registration statement related to such Demand Registration, if later) or Underwritten Shelf Takedown (or, in the case of an Underwritten Block Trade, by the end of the next Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered (or sold, in the case of an Underwritten Shelf Takedown) by such Eligible Stockholder, the Company and the Requesting Stockholder (or Shelf Takedown Requesting Stockholder or any other initiating holder, as applicable) shall (x) in the case of an Underwritten Shelf Takedown, cause the underwriter to include all Registrable Securities the Company has been so requested to include by all such Eligible Stockholders, and (y) in the case of any registration, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Eligible Stockholders with rights to require registration of Registrable Securities hereunder, in each case all to the extent necessary to permit the disposition of the Registrable Securities to be so registered or sold (in the case of an Underwritten Shelf Takedown); provided that all such Eligible Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) or 2.02(b)(ii), as applicable, on the same terms and conditions as apply to the Company, the Requesting Stockholder or the Shelf Takedown Requesting Stockholder requesting such registration, as applicable; provided, however, that no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net amount received by such Person from the sale of his or its Registrable Securities pursuant to such registration. If, at any time commencing after giving notice of its intention to register any Registrable Securities pursuant to this Section 2.03(a) and, prior to the effective date of the Registration Statement and expiring five registration statement filed in connection with such registration (5) years thereafteror prior to the execution of the underwriting agreement, in the case of an Underwritten Shelf Takedown), the Company proposes or the initiating holders, as applicable, shall determine for any reason not to register any such securities (or to complete such Underwritten Shelf Takedown, in the case of an Underwritten Shelf Takedown), the Company shall give notice to all such Eligible Stockholders and, thereupon, shall be relieved of its securities obligation to register or to facilitate the disposition of any Registrable Securities in connection with such registration or Underwritten Shelf Takedown. The Company agrees to use all reasonable efforts to notify the Registering Stockholders if the price for any Company Securities to be registered for sale for the account of the Company in a Primary Registration is expected to occur outside of any previously publicly announced range; provided that the Company shall not have any such obligation with respect to any registration involving the registration of Company Securities only for the account of parties other than the Company. No registration effected under this Section 2.03 shall relieve the Act Company of its obligations to effect a Demand Registration to the extent required by Section 2.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected. Notwithstanding anything to the contrary in this Agreement, in the case of an Underwritten Block Trade, Senior Managers shall not be deemed to be Eligible Stockholders for purposes of this Section 2.03(a) and, for the avoidance of doubt, shall not be entitled to receive notice of, or to elect to participate in, an Underwritten Block Trade. (b) Stockholders will not be entitled to a Piggyback Registration in an IPO except, in the case of Eligible Stockholders, with the approval of the Coordination Committee (which may grant or withhold such approval in its discretion but which shall grant such approval to all Eligible Stockholders who so request on a pro rata basis if it grants approval to any). (c) In a Piggyback Registration (other than any Piggyback Registration in connection with a merger Demand Registration or pursuant Underwritten Shelf Takedown, in which case the provisions with respect to Form S-4 priority of inclusion in such offering set forth in Section 2.01(d) or Form S-8 or successor form thereto) it will give written notice by registered mail2.02(b), at least thirty (30) days prior respectively, shall apply), if the managing underwriter advises the Company that, in its view, the number of Registrable Securities that the Company and all selling stockholders propose to the filing of each include in such registration statementexceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, to including the Holders of price at which such Registrable Securities can be sold (the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement“Piggyback Maximum Offering Size”), the Company shall afford include in such Holders registration, in the following priority, up to the Piggyback Maximum Offering Size: (i) first, such number of Registrable Securities proposed to be offered for the account of the Warrant Shares Company, if any, as would not cause the opportunity offering to have any such Warrant Shares registered under such registration statement. In exceed the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities Piggyback Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration exceeds offering by any Eligible Stockholders pursuant to this Section 2.03 (the number which can be sold in such offering without causing a diminution in Registrable Securities allocated, if necessary for the offering price or otherwise adversely affecting not to exceed the offeringPiggyback Maximum Offering Size, pro rata among the Company will include in such registration (a) first, Eligible Stockholders on the securities basis of the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares relative number of Registrable Securities so requested to be included in such registration which in offering by each Registering Stockholder). In the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis event that a ▇▇▇▇▇▇▇▇ Demanding Stockholder (other than a ▇▇▇▇▇▇▇▇ Legacy Stockholder) sells less than 85% of the number of Underwriter's Warrant Shares requested sought to be registered sold by such Holders, and (d) fourth, other securities ▇▇▇▇▇▇▇▇ Demanding Stockholder in a Demand Registration or Underwritten Shelf Takedown requested by such ▇▇▇▇▇▇▇▇ Demanding Stockholder for which Eligible Stockholders have exercised their rights to be included in such registration. Notwithstanding the provisions a Piggyback Registration under this Agreement (or in which stockholders of this Section 9.2, the Company have exercised similar rights under any other agreement), then such Demand Registration or Underwritten Shelf Takedown Request shall have not be counted for purposes of the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been madelimitations set forth in Sections 2.01(f) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofand 2.02(c).

Piggyback Registration. If, (a) If at any time, and from time commencing after to time, the effective Company proposes to— (A) file a registration statement under the Securities Act with respect to an underwritten offering of Common Stock of the Company or any securities convertible or exercisable into Common Stock of the Company (other than with respect to a registration statement (i) on Form S-8 or any successor form thereto, (ii) on Form S-4 or any successor form thereto or (iii) another form not available for registering the Registrable Securities for sale to the public), whether or not for its own account; or (B) conduct an underwritten offering constituting a “takedown” of a class of Common Stock or any securities convertible or exercisable into Common Stock registered under a shelf registration statement previously filed by the Company; the Company shall give written notice (the “Piggyback Notice”) of such proposed filing or underwritten offering to the Holders at least ten (10) Business Days before the anticipated filing date (provided, that in the case of a “bought deal,” “registered direct offering” or “overnight transaction” (a “Bought Deal”), such Piggyback Notice shall be given not less than two (2) Business Days prior to the expected date of commencement of marketing efforts. Such notice shall include the Registration Statement number and expiring class of securities proposed to be registered or offered, the proposed date of filing of such registration statement or the conduct of such underwritten offering, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the front cover page of such registration statement (or, in the case of an Underwritten Offering, would appear on the front cover page of a registration statement), and shall offer the Holders the opportunity to register such amount of Registrable Securities as each Holder may request on the same terms and conditions as the registration of the Company’s and/or the holders of other securities of the Company securities, as the case may be (a “Piggyback Offering”). Subject to Section 8(b), the Company will include in each Piggyback Offering all Registrable Securities for which the Company receives valid written requests for inclusion within five (5) years thereafterBusiness Days after the date the Piggyback Notice is given (provided, that in the Company proposes to register any case of its securities under a Bought Deal, such written requests for inclusion must be received within two (2) Business Days after the Act (other than date the Piggyback Notice is given); provided, however, that in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the case of the filing of each such a registration statement, such Registrable Securities are not otherwise registered pursuant to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities an existing and effective Shelf Registration Statement under this Agreement, but in such proposed registration statementcase, the Company shall afford include such Holders Registrable Securities in such underwritten offering if the Shelf Registration Statement may be utilized for the offering and sale of the Warrant Shares Registrable Securities requested to be offered; provided further, however that, in the opportunity to have any such Warrant Shares registered case of an underwritten offering in the form of a “takedown” under such a shelf registration statement. In , such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the event that offering and sale of the Registrable Securities requested to be offered. (b) The Company will cause the managing underwriter for said or underwriters of the proposed offering to permit the Holders that have validly requested Registrable Securities to be included in the Piggyback Offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advises the Company and the selling Holders in writing that that, in its opinion view, the number total amount of securities that the Company, such Holders and any other holders entitled to participate in such offering (“Other Holders”) propose to include in such offering is such as to materially adversely affect the success of such underwritten offering, then: (A) if such Piggyback Offering is an underwritten primary offering by the Company for its own account, the Company will include in such Piggyback Offering: (i) first, all securities to be offered by the Company; (ii) second, up to the full amount of securities requested to be included in such registration exceeds Piggyback Offering by the number which can Holders; and (iii) third, up to the full amount of securities requested to be sold included in such Piggyback Offering by all Other Holders; (B) if such Piggyback Offering is an underwritten secondary offering without causing for the account of Other Holders exercising “demand” rights (including pursuant to a diminution in the offering price or otherwise adversely affecting the offeringDemand Registration Request), the Company will include in such registration registration: (ai) first, all securities of the securities the Company proposes Other Holder exercising “demand” rights (including pursuant to sell, (ba Demand Registration Request) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in therein; (ii) second, up to the opinion full amount of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding Piggyback Offering by the provisions Holders entitled to participate therein, allocated pro rata among such Holders on the basis of this Section 9.2the amount of securities requested to be included therein by each such Holder; (iii) third, up to the full amount of securities proposed to be included in the registration by the Company; and (iv) fourth, up to the full amount of securities requested to be included in such Piggyback Offering by the Other Holders entitled to participate therein, allocated pro rata among such Other Holders on the basis of the amount of securities requested to be included therein by each such Other Holder; such that, in each case, the Company shall have total amount of securities to be included in such Piggyback Offering is the right full amount that, in the view of such managing underwriter, can be sold without materially adversely affecting the success of such Piggyback Offering. (c) If at any time after it shall have given written notice giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to this Section 9.2 the Piggyback Offering, the Company determines for any reason not to register or delay the registration of the Piggyback Offering, the Company may, at its election, give notice of its determination to all Holders, and in the case of such a determination, will be relieved of its obligation to register any Registrable Securities in connection with the abandoned or delayed Piggyback Offering, without prejudice. (irrespective d) Any Holder of whether Registrable Securities requesting to be included in a written Piggyback Offering may withdraw its request for inclusion of any such securities shall have been madeby giving written notice to the Company, at least three (3) to elect not to file any such proposed registration statement or to withdraw the same after the filing but Business Days prior to the effective anticipated Effective Date of the Registration Statement filed in connection with such Piggyback Offering, or in the case of a Piggyback Offering constituting a “takedown” off of a shelf registration statement, at least three (3) Business Days prior to the anticipated date thereofof the filing by the Company under Rule 424 of a supplemental prospectus (which shall be the preliminary supplemental prospectus, if one is used in the “takedown”) with respect to such offering, of its intention to withdraw from that registration; provided, however, that (i) the Holder’s request be made in writing and (ii) the withdrawal will be irrevocable and, after making the withdrawal, a Holder will no longer have any right to include its Registrable Securities in that Piggyback Offering.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement (a) Subject to applicable stock exchange rules and expiring five (5) years thereafter, the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mailregulations, at least thirty (30) days prior to any public offering of any of its capital stock of the filing Company for the account of each such registration statementthe Company or any other Person (other than a Registration Statement on Form S-4 or S-8 (or any successor forms under the Securities Act), relating solely to employee benefit plans or any transaction governed by Rule 145 of the Securities Act or Registration Statement filed pursuant to the Holders Shelf Registration under Section 2.1 of this Agreement or any substantially comparable shelf registration right granted by the Warrant Shares of its intention company to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire shareholder not a party to include any such securities in such proposed registration statementthis Agreement), the Company shall afford give written notice of such Holders proposed filing and of the Warrant Shares proposed date thereof to the opportunity to have holders and if, on or before the twentieth (20th) day (or such earlier day specified if registration is for the account of any other Person) following the date on which such Warrant Shares registered under such registration statement. In notice is given, (i) a Registration Statement covering the event sale of all of the Registrable Securities is not then effective and available for sales thereof by the holders and (ii) the Company shall receive written requests from any holders of Registrable Securities requesting that the managing underwriter Company include among the securities covered by such Registration Statement any or all of the Registrable Securities for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, specifying the Company will include in amount of Registrable Securities that such registration (a) first, the securities the Company proposes holder intends to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in sell and such registration which in the opinion holder's intended method of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2distribution, the Company shall have include such Registrable Securities in such Registration Statement, if filed, so as to permit such Registrable Securities to be sold or disposed of in the right at any time after it manner and on the terms of the offering thereof set forth in such request. Each such registration shall have given written notice pursuant to this Section 9.2 (irrespective of whether hereinafter be called a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof."

Piggyback Registration. If, at If (but without any time commencing after the effective date of the Registration Statement and expiring five (5obligation to do so) years thereafter, the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Rights Holder) any of its securities Company Securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in connection with a merger Company share option, share purchase or pursuant similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to Form S-4 or Form S-8 or successor form thereto) it will be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give the Rights Holder written notice by registered mail, at least thirty (30) days prior to of such registration. Upon the filing of each such registration statement, to the Holders written request of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company Rights Holder given within twenty (20) days after mailing of any such notice of its or their desire to include any such securities by the Company in such proposed registration statementaccordance with Section 3.5, the Company shall afford such Holders shall, subject to the provisions of Section 2.7, use its best efforts to cause to be registered under the Securities Act all of the Warrant Shares the opportunity to have any Registrable Securities that such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities Rights Holder has requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registrationregistered. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice Registration pursuant to this Section 9.2 (irrespective of whether 2.2 shall not be deemed to be a written request for inclusion of any such securities shall have been made) to elect demand registration as described in Section 2.1 above. If the Rights Holder decides not to file include all or any of its Registrable Securities in such proposed registration by the Company, such Rights Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to withdraw offerings of Company Securities, all upon the same after terms and conditions set forth herein. There shall be no limit on the filing but prior to number of times the effective date thereofRights Holder may request registration of Registrable Securities under this Section 2.2.

Piggyback Registration. If, If the Company at any time commencing after proposes to effect an Underwritten Offering of any class of its equity securities for its own account or for the effective date account of a holder of securities of the Registration Statement and expiring five (5) years thereafter, Company pursuant to registration rights granted by the Company proposes to register any (a "Requesting Shareholder"), whether under a previously effective shelf registration statement or a registration statement filed for the purpose of its securities under such Underwritten Offering (a "Piggyback Registration"), then the Act (other than Company shall in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will each case give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, proposed offering to the Holders at least ten (10) Business Days before the proposed date of filing of such registration statement (or, in the Warrant Shares case of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed a previously effective shelf registration statement, the Company filing of any amendment or supplement to such shelf registration statement to permit such Underwritten Offering), and such notice shall afford such offer to all Holders of the Warrant Shares the opportunity to have any or all of the Registrable Securities then held by the Holders included in such Warrant Shares registered Underwritten Offering. Each Holder desiring to have its Registrable Securities offered under such registration statement. In the event that the managing underwriter for said offering advises this Section shall so advise the Company in writing that in its opinion within five (5) Business Days after the number date of securities requested receipt of the Company's aforesaid notice (which request shall set forth the amount of Registrable Securities proposed to be offered), and the Company shall cause to be included in such registration exceeds the number which can be sold in Underwritten Offering all such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares Registrable Securities so requested to be included in such registration which in the opinion of such underwriter can be soldtherein, pro rata among provided that the Holders thereof execute and deliver the underwriting agreement and other customary documents related to such offering including, if requested by the managing underwriter or underwriters, selling stockholder questionnaires, powers of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, attorney and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofcustody agreements.

Piggyback Registration. If, at any time commencing after following the expiration of the Lock-Up Period, the Company proposes or is required to file a Registration Statement under the Securities Act with respect to an offering of Common Stock, or otherwise commences an offering of Common Stock, whether or not for sale for its own account, on a form and in a manner that would permit registration of the Registrable Securities, which, for the avoidance of doubt, shall exclude any Special Registration and any offering of Common Stock that is structured as a “block trade” without Substantial Marketing Efforts, the Company shall give written notice as promptly as practicable, but not later than five (5) Business Days prior to the anticipated date of filing of such Registration Statement, to the Holders of its intention to effect such registration and, in the case of each Holder, shall include in such registration all of such Holder’s Registrable Securities with respect to which the Company has received a written request from such Holder for inclusion therein within two (2) Business Days of delivery of such written notice (a “Piggyback Registration”). In the event that a Holder makes such written request, such Holder may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time at least four (4) Business Days prior to the effective date of the Registration Statement and expiring five (5) years thereafterrelating to such Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 2(e), the Company proposes to register whether or not any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire Holder has elected to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included Registrable Securities in such registration. Notwithstanding the provisions of this Section 9.2, the Company No Piggyback Registration shall have the right at count as a Demand Registration to which any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofHolders are entitled.

Piggyback Registration. If, at any time commencing 3.1 From and after the effective date of on which one year has elapsed from the Registration Statement and expiring five (5) years thereafter, date the Company proposes first consummates a Public Offering pursuant to register a registration statement on Form S-1 or Form SB-2, each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its securities under the Act by it or any of its security holders (other than in connection with a merger or pursuant to registration statement on Form S-4 or Form S-8 or successor form thereto) it S-8, ▇▇▇▇ ▇-▇ ▇▇ other limited purpose form), the Company will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention determination to do soall record holders of Registrable Securities. If Upon the written request of a record holder of any of the Holders of the Warrant Shares notify the Company Registrable Securities given within twenty (20) 30 days after mailing the date of any such notice of its or their desire to include any such securities in such proposed registration statementfrom the Company, the Company shall afford such Holders will, except as herein provided, cause all Registrable Securities the registration of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities which is requested to be included in such registration exceeds statement, all to the number which can extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration; and provided, further, that if the Company determines not to proceed with a registration after the registration statement has been filed with the Commission, and the Company's decision not to proceed is primarily based upon the anticipated Public Offering price of the securities to be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2Company, the Company shall have promptly complete the right at any time registration for the benefit of those selling security holders who wish to proceed with a Public Offering of their Registrable Securities and who agree to bear all of the Registration Expenses in excess of $25,000 incurred by the Company as the result of such registration after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect the Company has decided not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.proceed. In the

Piggyback Registration. If, at any time commencing after while the effective date Purchaser ----------------------- shall hold shares of the Registration Statement and expiring five (5) years thereafterCommon Stock, the Company proposes to register file a registration statement relating to the offering of any of its securities capital stock under the Securities Act (other than (i) a registration statement required to be filed in connection with a merger respect of employee benefit plans of the Company on Form S-8 or pursuant any similar form from time to time in effect, (ii) any registration statement on Form S-4 or Form S-8 similar successor form, or successor form thereto(iii) it will a registration statement relating to a transaction pursuant to Rule 145 of the Securities Act), whether or not for sale for its own account, the Company shall, at least twenty-one days (or if such twenty-one day period is not practicable, then a reasonable shorter period which shall not be less than seven days) prior to such filing, give written notice by registered mail, at least thirty (30) days prior of such proposed filing to the filing Purchaser. Upon receipt by the Company not more than seven days (unless the notice given to the Purchaser pursuant to the previous sentence is less than ten days, in which case such seven-day period shall be shortened to five days) after such notice of each a written request from the Purchaser for registration of Purchaser's Stock (as hereinafter defined), (i) the Company shall, subject to Section 6.3, include such Purchaser's Stock in such registration statement, and shall use all reasonable efforts to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under cause such registration statement. In the event that statement to become effective with respect to such Purchaser's Stock, unless the managing underwriter for said offering advises the Company in writing that therefor concludes in its opinion reasonable judgment that the number of securities requested to be included in such registration exceeds the number which can reasonably be sold in (or during the time of) such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, in which case the Company will may (i) include in such registration (a) first, the all securities initially proposed by the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of sold for its own account and (ii) decrease the number of Underwritershares of Purchaser's Warrant Shares requested to be registered by such Holders, Stock and (d) fourth, any other securities requested to be (other than securities included in such registration. Notwithstanding the provisions by virtue of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 clause (irrespective of whether a written request for inclusion of any such securities shall have been madei) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.above)

Piggyback Registration. IfIf the Company proposes to file a registration statement under the Securities Act with respect to an offering (other than the Initial Public Offering) for the Company's own account of any class of its equity securities (other than a registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to director and/or employee benefit plans or filed in connection with an exchange offer, at a transaction to which Rule 145 (or any successor rule) under the Securities Act applies, a transaction relating solely to an exchange offering, a transaction relating solely to an acquisition of assets or property for securities or an offering of securities solely to the Company's existing stockholders), then the Company shall in each case give written notice of such proposed filing to the Holders of Restricted Stock as soon as practicable (but no later than 15 business days) before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of shares of Restricted Stock as each such Holder may request. Each Holder of Restricted Stock desiring to have such Holder's Restricted Stock included in such registration statement shall so advise the Company in writing within ten business days after the date of the Company's notice, setting forth the amount of such Holder's Restricted Stock for which registration is requested. If the Company's offering is to be an underwritten offering, the Company shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of the Restricted Stock requested to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Company included therein. Moreover, if the registration of which the Company gives notice does involve an underwriting, the right of each Holder to registration pursuant to this Section 1 shall, unless the Company otherwise agrees, be conditioned upon such Holder's participation as a seller in such underwriting and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter of such offering advises the Company that the total number of securities that the Holders and the Shansby Holders, other than the Company, intend to include in such offering will in the good faith opinion of such managing underwriter adversely affect the terms or pricing of such offering, then the number of securities to be offered for the account of the Holders and the Shansby Holders shall be reduced on a pro rata basis based on the number of shares of Common Stock and/or Warrants proposed to be sold by the Holders and the Shansby Holders to the extent necessary to reduce the total number of shares of Common Stock and/or Warrants to be included in such offering for the Holders and the Shansby Holders other than the Company to the number of shares of Common Stock and/or Warrants recommended by such managing underwriter (with each Warrant being treated for such purposes as representing the number of Warrant Shares for which such Warrant is then exercisable). Any Restricted Stock excluded from an underwriting shall be withdrawn from registration and shall not, without the consent of the Company and the manager of the underwriting, be transferred in a public distribution prior to the expiration of 180 days (or such other shorter period of time commencing as the manager of the underwriting may require) after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, (a) If at any time, and from time commencing after to time, when Registrable Securities are not already covered by an existing and effective Registration Statement, the effective Company proposes to— (A) file a registration statement under the Securities Act with respect to an Underwritten Offering of any class of equity securities of the Company or any securities convertible or exercisable into shares of any equity securities of the Company (other than with respect to a registration statement (i) on Form S-8 or any successor form thereto, (ii) on Form S-4 or any successor form thereto, (iii) another form not available for registering the Registrable Securities for sale to the public or (iv) a registration statement filed pursuant to Rule 415), whether or not for its own account; or (B) conduct an underwritten offering constituting a “takedown” of a class of equity securities of the Company or any securities convertible or exercisable into shares of any equity securities of the Company registered under a shelf registration statement previously filed by the Company. (b) The Company shall give written notice (the “Piggyback Notice”) of such proposed filing or underwritten offering to the Holders at least ten (10) Business Days before the anticipated filing date. Such notice shall include the number and class of securities proposed to be registered or offered, the proposed date of filing of such registration statement or the Registration Statement conduct of such underwritten offering, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and expiring a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement, and shall offer the Holders the opportunity to register such amount of Registrable Securities as each Holder may request on the same terms and conditions as the registration of the Company’s and/or the holders of other securities of the Company securities, as the case may be (a “Piggyback Offering”). Subject to Section 6(c), the Company will include in each Piggyback Offering all Registrable Securities for which the Company has received written requests for inclusion within five (5) years thereafterBusiness Days after the date the Piggyback Notice is given; provided, however, that in the Company proposes to register any case of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such a registration statement, such Registrable Securities are not otherwise registered pursuant to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities an existing and effective Shelf Registration Statement under this Agreement, but in such proposed registration statementcase, the Company shall afford include such Holders Registrable Securities in such underwritten offering if the Shelf Registration Statement may be utilized for the offering and sale of the Warrant Shares Registrable Securities requested to be offered; and provided further that, in the opportunity to have any such Warrant Shares registered case of an underwritten offering in the form of a “takedown” under such a shelf registration statement. In , such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the event that offering and sale of the Registrable Securities requested to be offered. (c) The Company will cause the managing underwriter for said of the proposed offering to permit the Holders that have requested Registrable Securities to be included in the Piggyback Offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advises the Company and the selling Holders in writing that that, in its opinion view, the number total amount of securities that the Company, such Holders and any other holders entitled to participate in such offering (“Other Holders”) propose to include in such offering is such as to adversely affect the success of such underwritten offering, then: (A) if such Piggyback Offering is an underwritten primary offering by the Company for its own account, the Company will include in such Piggyback Offering: (i) first, all securities to be offered by the Company; and (ii) second, up to the full amount of securities requested to be included in such registration exceeds Piggyback Offering by the number which can Holders and all Other Holders, allocated pro rata among such Holders and such Other Holders on the basis of the amount of securities requested to be sold in included therein by each of them; (B) if such Piggyback Offering is an underwritten secondary offering without causing for the account of Other Holders exercising “demand” rights (including pursuant to a diminution in the offering price or otherwise adversely affecting the offeringDemand Registration Request), the Company will include in such registration registration: (ai) first, all securities of the securities the Company proposes Other Holder exercising “demand” rights (including pursuant to sell, (ba Demand Registration Request) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which therein; (ii) second, up to the full amount of securities proposed to be included in the opinion of such underwriter can be sold, pro rata among registration by the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, Company; and (dC) fourththird, other up to the full amount of securities requested to be included in such registration. Notwithstanding Piggyback Offering by the provisions Holders and any Other Holders entitled to participate therein, allocated pro rata among such Holders and Other Holders on the basis of this Section 9.2the amount of securities requested to be included therein by each such Holder or Other Holder; such that, in each case, the Company shall have total amount of securities to be included in such Piggyback Offering is the right full amount that, in the view of such managing underwriter, can be sold without adversely affecting the success of such Piggyback Offering. (d) If at any time after it shall have given written notice giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to this Section 9.2 the Piggyback Offering, or in the case the Company determines for any reason not to register or delay the registration of the Piggyback Offering, the Company may, at its election, give notice of its determination to all Holders, and in the case of such a determination, will be relieved of its obligation to register any Registrable Securities in connection with the abandoned or delayed Piggyback Offering, without prejudice. (irrespective e) Any Holder of whether Registrable Securities requesting to be included in a written Piggyback Offering may withdraw its request for inclusion of any such securities shall have been madeby giving written notice to the Company, at least three (3) to elect not to file any such proposed registration statement or to withdraw the same after the filing but Business Days prior to the effective anticipated Effective Date of the Registration Statement filed in connection with such Piggyback Offering, or in the case of a Piggyback Offering constituting a “takedown” off of a shelf registration statement, at least three (3) Business Days prior to the anticipated date thereofof the filing by the Company under Rule 424 of a supplemental prospectus with respect to such offering, of its intention to withdraw from that registration; provided, however, that (i) the Holder’s request be made in writing and (ii) the withdrawal will be irrevocable and, after making the withdrawal, a Holder will no longer have any right to include its Registrable Securities in that Piggyback Offering.

Piggyback Registration. If, (a) If the Company at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register file a registration statement with respect to any of its securities under the Act equity securities, whether for its own account (other than a registration statement on Form S-4 or S-8 (or any successor or substantially similar form), or in connection with a merger (A) an employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to Form S-4 any such plan, or Form S-8 (B) a dividend reinvestment plan) (any of the foregoing, a “Company Registration”) or successor form thereto) it will for the account of any holder of securities of the Company pursuant to demand registration rights granted by the Company (a “Requesting Stockholder” and, such registration, a “Requesting Stockholder Registration”), then the Company shall in each case give written notice by registered mail, of such proposed filing to all Holders of Registrable Securities at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing before the anticipated filing date of any such registration statement by the Company. Such notice of its or their desire shall offer to include any such securities in such proposed registration statement, the Company shall afford such all Holders of the Warrant Shares the opportunity to have any or all of the Registrable Securities held by such Warrant Shares Holders included in such registration statement and shall include the number of shares proposed to be registered, the proposed filing date, the intended method of distribution of such shares and the proposed managing underwriter, if any. Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the Company in writing within ten (10) days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration statementis requested), and the Company shall include in such Registration Statement all such Registrable Securities so requested to be included therein. In If the event that Registration Statement relates to an Underwritten Offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters, as provided herein. Any Holder shall have the right to withdraw a request to include its Registrable Securities in any public offering pursuant to this Section 4 by giving written notice to the Company of its election to withdraw such request at least ten (10) Business Days prior to the proposed effective date of such Registration Statement. Notwithstanding the foregoing, if the managing or lead underwriter for said offering advises or underwriters of any such proposed Underwritten Offering advise the Company in writing that in its opinion the total number of securities requested which the Holders of Registrable Securities, the Company and any other persons or entities intended to be included in such registration proposed Underwritten Offering exceeds the number which that can be sold in such offering without causing within a diminution price range acceptable to the Company (in the case of a Company Registration) or to the Requesting Stockholders holding a majority of the securities included in a Requesting Stockholder Registration (in the case of a Requesting Stockholder Registration), then the amount or kind of securities offered for the account of the following groups of holders shall be reduced pro rata among members of such group in accordance with such managing underwriter’s recommendation in the following order of priority: (i) if a registration under this Section 4 is a Company Registration, then the order of priority shall be (with the securities to be reduced first listed first) (A) securities other than Registrable Securities offered by Persons other than the Company, (B) the Registrable Securities and (C) securities offered by the Company; (ii) if a registration under this Section 4 is a Requesting Stockholder Registration (and the Requesting Stockholder is not a Demanding Holder or a Shelf Demanding Holder), then the order of priority shall be (with the securities to be reduced first listed first) (A) securities offered by the Company, (B) securities other than Registrable Securities (other than securities of the Requesting Stockholder) and (C) the Registrable Securities and securities of the Requesting Stockholder on a pro rata basis; and (iii) if a registration under this Section 4 is a Requesting Stockholder Registration made pursuant to Section 2 or 3 hereof, then the order of priority shall be as set forth in Section 2(c). The Company may withdraw or postpone a registration statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering price after it becomes effective, without obligation to any Holder of Registrable Securities, unless such registration statement was filed pursuant to Section 2 or otherwise adversely affecting 3 hereof. Notwithstanding anything in this Section 4 to the offeringcontrary, the Company will include Holders shall be granted priority over any holders of shares of Common Stock in such registration (a) first, the securities the Company proposes to sell, connection with exercising rights under this Section 4. (b) secondNotwithstanding anything herein to the contrary, the securities held by Holders shall be entitled to exercise the entities that made registration rights provided in Section 4(a) with respect to any registration statement relating to the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such HoldersIPO, and (d) fourthsuch Holders and the Company hereby waive any requirement for delivery of notice by any party as provided in Section 4(a). In such event, other securities requested all rights and obligations set forth in this Agreement shall apply to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5a) years thereafter, If the Company proposes to register any of its securities file a registration statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company), other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (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, (iv) for a merger dividend reinvestment plan, or pursuant to (v) a registration statement on Form S-4 or Form S-8 or successor form thereto) it will S-4, then the Company shall give written notice by registered mail, at least thirty of such proposed filing to all of the holders of Registrable Securities as soon as practicable but not less than ten (3010) days prior to before the anticipated filing date of each such registration statement, to which notice shall (A) describe the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number amount and type of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such registration offering, and (aB) firstoffer to all of the holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, the securities the Company proposes to sellin good faith, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested cause such Registrable Securities to be included in such registration which in Piggyback Registration and shall use its best efforts to cause the opinion managing underwriter(s) of such underwriter can be sold, pro rata among a proposed underwritten offering to permit the Holders of Warrant Shares on Registrable Securities requested by the basis of the number of Underwriter's Warrant Shares requested holders pursuant to be registered by such Holders, and (d) fourth, other securities requested this Section 2.2 to be included in such registration. Notwithstanding a Piggyback Registration on the provisions same terms and conditions as any similar securities of this Section 9.2, the Company shall have included in such Piggyback Registration and to permit the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective sale or other disposition of whether a written request for inclusion such Registrable Securities in accordance with the intended method(s) of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date distribution thereof.

Piggyback Registration. IfIf the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock for (a) the Company’s own account (other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (ii) a Registration Statement filed in connection with an offering of securities solely to the Company’s existing security holders) or (b) the account of any holder of Company Common Stock (other than Stockholder) pursuant to a demand registration requested by such holder, then the Company will give written notice of such proposed filing to Stockholder as soon as practicable (but in no event less than 20 days before the anticipated filing date), and upon the written request, given within 10 days after delivery of any such notice by the Company, of Stockholder to include Registrable Securities in such registration (which request shall specify the number of Registrable Securities proposed to be included in such registration), the Company will, subject to Section 3.03, include all such Registrable Securities in such registration, on the same terms and conditions as the Company’s or such holder’s Company Common Stock (a “Piggyback Registration”); provided, however, that if, at any time commencing after giving written notice of such proposed filing and prior to the business day prior to the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities under the Act (other than filed in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford such Holders determine for any reason not to proceed with the proposed registration of the Warrant Shares securities, then the opportunity Company may, at its election, give written notice of such determination to have Stockholder and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company will control the determination of the form of any offering contemplated by this Section 3.02, including whether any such Warrant Shares registered under such registration statement. In offering will be in the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number form of securities requested to be included in such registration exceeds the number which can be sold in an Underwritten Offering and, if any such offering without causing a diminution is in the offering price or otherwise adversely affecting the offeringform of an Underwritten Offering, (i) the Company will include select the lead Underwriter and any additional Underwriters in connection with such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, offering and (dii) fourth, other securities requested Stockholder’s right to participate shall be included conditioned on Stockholder entering into an underwriting agreement in such registration. Notwithstanding customary form and acting in accordance with the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the effective date With respect to Holder’s right to piggyback on a public offering of the Registration Statement and expiring five Company securities pursuant to Section 2.1, the parties agree as follows: (5a) years thereafterPursuant to Section 2.1, the Company proposes will (i) promptly give to register Holder written notice of any registration relating to a public offering of its securities the Company securities; and (ii) include in such registration (and related qualification under blue sky laws or other compliance), and in the Act underwriting involved therein, all the Securities specified in Holders’ written request or requests, mailed in accordance with Section 4.8 herein within 30 days after the date of such written notice from the Company. (other than in connection with a merger or b) The Holders’ right to registration pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mailSection 2.1 shall be conditioned upon Holders’ participation in such offering, at least thirty (30) days prior and the inclusion of the Restricted Securities in the underwriting shall be limited to the filing extent provided herein. Notwithstanding any other provision of each such registration statementthis Agreement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that if the managing underwriter for said offering advises determines that market factors require a limitation of the Company aggregate number of shares to be underwritten, the managing underwriter may only limit the Restricted Securities that may be included in writing that in its opinion the registration and underwriting as follows: the number of Restricted Securities that may be included in the registration and underwriting by Holders shall be determined by multiplying the number of shares of all securities of the Company to be included in such registration and underwriting, times a fraction, the numerator of which is the number of Restricted Securities requested to be included in such registration exceeds and underwriting by Holders , and the denominator of which is the total number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, of securities of the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which and underwriting. To facilitate the allocation of shares in accordance with the opinion of such underwriter can be soldabove provisions, pro rata among the Holders of Warrant Shares on the basis of Company may round the number of Underwriter's Warrant Shares requested shares allocable to be registered by any such Holders, and (d) fourth, other securities requested person to be included in such registrationthe nearest 100 shares. Notwithstanding If either Holder disapproves of the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion terms of any such securities shall have been made) to underwriting, it may elect not to file any such proposed registration statement or to withdraw therefrom by written notice to the same after Company and the filing but prior to managing underwriter, delivered not less than seven days before the effective date thereofof any registration statement. Any Restricted Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 120 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Piggyback Registration. If, (a) If at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities file a Registration Statement under the Securities Act with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof) on a form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (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, (iv) for a merger dividend reinvestment plan or pursuant to (v) on Form S-4 or Form S-8 or successor form thereto) it will S-4, then the Company shall give written notice by registered mail, at least thirty (30) days prior of such proposed filing to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any all of the Holders of Registrable Securities as soon as practicable but not less than ten days before the Warrant Shares notify anticipated filing date of such Registration Statement, which notice shall (A) describe the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number amount and type of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such registration offering, and (aB) firstoffer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Holders within three Business Days after the delivery of any such notice by the Company) (such Registration a “Piggyback Registration”); provided, however, that if the Company has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), the securities Company shall not be required to offer such opportunity to the Holders or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.3(b). Subject to Section 2.3(b), the Company proposes to sellshall, (b) secondin good faith, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested cause such Registrable Securities to be included in such registration which in Piggyback Registration and shall use its commercially reasonable efforts to cause the opinion managing Underwriter or Underwriters of such underwriter can be sold, pro rata among a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested pursuant to be registered by such Holders, and (d) fourth, other securities requested this Section 2.3 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registrationRegistration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. Notwithstanding If no written request for inclusion from a Holder is received within the provisions of specified time, each such Holder shall have no further right to participate in such Underwritten Offering. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 9.22.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. (b) If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock that the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Sections 2.2 and 2.3, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then: (i) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), pro rata to (1) the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Sections 2.2 and 2.3 hereof; and (2) the Founder Registrable Securities of Founder Holders exercising their rights to register their Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, which can be sold without exceeding the Maximum Number of Securities, and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; (ii) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), pro rata to (1) the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Sections 2.2 and 2.3 hereof; and (2) the Founder Registrable Securities of Founder Holders exercising their rights to register their Founder Registrable Securities pursuant to the Founder Registration Rights Agreement, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), shares of Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. (c) Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the pricing of such Underwritten Offering. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofeffectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3. (d) For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall not be counted as a Registration effected under Section 2.2 hereof.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, If the Company proposes shall determine to register for sale for cash any of its securities under Common Stock, for its own account or for the Act account of others (other than the Holders), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger merger, acquisition, divestiture, reorganization or pursuant similar event, the Company shall promptly give to Form S-4 or Form S-8 or successor form thereto) it will give the Holders written notice by registered mail, at least thirty thereof (30) and in no event shall such notice be given less than 20 calendar days prior to the filing of each such registration statement), to the Holders and shall include as a Piggyback Registration all of the Warrant Shares Registrable Securities specified in a written request delivered by the Holder thereof within 10 calendar days after receipt of its intention to do sosuch written notice from the Company. If any However, the Company may, without the consent of the Holders of the Warrant Shares notify Holders, withdraw such registration statement prior to its becoming effective if the Company within twenty (20) days after mailing or such other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. Notwithstanding the foregoing, in the event that the Commission limits the amount of any such notice of its or their desire to include any such securities shares that may be registered in such proposed registration statement, the Company shall afford may scale back from the registration statement such Holders number of shares of Registrable Securities, on a pro-rata basis, as is required to meet the Warrant Shares the opportunity to have scale back requirements. Additionally, in any such Warrant Shares registered under such registration statement. In , Commission scale back requirements shall apply first to the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) Registrable Securities and second, the securities held by the entities that made the to any other shares being registered pursuant to a mandatory or demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis obligation of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofCompany.

Piggyback Registration. (a) If, at any time commencing after the effective date hereof until the expiration of the Registration Statement and expiring five (5) years thereafterWarrant Exercise Term, the Company proposes to register any of its securities under the Act (other than in connection with a benefit plan, merger or pursuant to Form S-4 S-▇, ▇-▇ or Form S-8 or successor form thereto) comparable registration statement that is not intended to register the sale of securities), it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statementstatement (a “Registration Statement”), to the Placement Agent and to all other Holders of the Warrant Shares Securities, of its intention to do so. If any of the Placement Agent or other Holders of the Warrant Shares Securities notify the Company within twenty (20) days after mailing receipt of any such notice of its or their desire to include any such securities Warrant Shares in such proposed registration statementRegistration Statement, the Company shall afford Placement Agent and such Holders of the Warrant Shares Securities the opportunity to have any such Warrant Shares registered under such registration statementRegistration Statement; provided, however, the Company shall not be required to register for sale, and the Placement Agent and any other Holders shall not have the right to request that the Company include for sale any Warrant Securities in an underwritten initial public offering by the Company. In Furthermore, in the event that any registration pursuant to this Section 6.2(a) shall be, in whole or in part, an underwritten public offering of Common Stock on behalf of the Company, and the managing underwriter for said offering advises underwriters advise the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number which can be offered or sold in an orderly manner in such offering without causing within a diminution in price range acceptable to the offering price or otherwise adversely affecting the offeringCompany, the Company will shall include in such registration (ai) first, the securities the Company proposes to sell, (bii) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion re-offer of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities outstanding shares requested to be included in such registration; and third, the Warrant Securities, however, only to the extent that the number of Warrant Securities to be registered will not, in the opinion of the managing underwriters, adversely affect the offering of the other securities pursuant to clauses (i) and (ii) above. (b) Notwithstanding anything to the contrary contained herein, the Company’s obligation in Section 6.2(a) above shall extend only to the inclusion of the Warrant Securities in a Registration Statement filed under the Securities Act. The Company shall have no obligation to assure the terms and conditions of distribution, to obtain a commitment from an underwriter relative to the sale of the Warrant Securities or to otherwise assume any responsibility for the manner, price or terms of the distribution of the Warrant Securities. Furthermore, the Company shall not be restricted in any manner from including within the Registration Statement the distribution, the issuance or resale of any of its or any other securities. (c) Notwithstanding the provisions of this Section 9.26.2, the Company shall have the right at to any time after it shall have given written notice pursuant to this Section 9.2 6.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed registration statement Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof. (d) All expenses (other than underwriting discounts and commissions) incurred in connection with registration, filings or qualification pursuant to the first registration request made pursuant to subsection (a) of this Section 6.2, including, without limitation, all registration, listing, filing, and qualification fees, printers and accounting fees and the fees and disbursements of counsel for the Holders shall be borne by the Company.

Piggyback Registration. IfIf the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Company Common Stock for (a) the Company’s own account (other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (ii) a Registration Statement filed in connection with an offering of securities solely to the Company’s existing security holders) or (b) the account of any holder of Company Common Stock (other than Tengelmann) pursuant to a demand registration requested by such holder, then the Company will give written notice of such proposed filing to Tengelmann as soon as practicable (but in no event less than 20 days before the anticipated filing date), and upon the written request, given within 10 days after delivery of any such notice by the Company, of Tengelmann to include Registrable Securities in such registration (which request shall specify the number of Registrable Securities proposed to be included in such registration), the Company will, subject to Section 3.03, include all such Registrable Securities in such registration on the same terms and conditions as the Company’s or such holder’s Company Common Stock (a “Piggyback Registration”); provided, however, that if at any time commencing after giving written notice of such proposed filing and prior to the business day prior to the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities under the Act (other than filed in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford such Holders determine for any reason not to proceed with the proposed registration of the Warrant Shares securities, then the opportunity Company may, at its election, give written notice of such determination to have Tengelmann and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company will control the determination of the form of any offering contemplated by this Section 3.02, including whether any such Warrant Shares registered under such registration statement. In offering will be in the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number form of securities requested to be included in such registration exceeds the number which can be sold in an Underwritten Offering and, if any such offering without causing a diminution is in the offering price or otherwise adversely affecting the offeringform of an Underwritten Offering, (i) the Company will include select the lead Underwriter and any additional Underwriters in connection with such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, offering and (dii) fourth, other securities requested Tengelmann’s right to participate shall be included conditioned on Tengelmann entering into an underwriting agreement in such registration. Notwithstanding customary form and acting in accordance with the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5a) years thereafter, Whenever the Company proposes to register any of its securities under the Act (Securities Act, which registration includes a secondary component for the account of existing securityholders, other than a registration statement (i) on Forms S-4 or S-8 or their successors; (ii) on another form not available for registering the Registrable Securities for sale to the Public; (iii) covering only securities issued or proposed to be issued in exchange for securities or assets of another corporation or business; or (iv) on Forms S-1 or S-3 or another form solely to register securities in connection with a merger or pursuant financing of the Company and with respect to Form S-4 or Form S-8 or successor form thereto) it will which no shares are included for the account of any party other than the Company and/or participants in such financing (such as investors, placement agents and their transferees), the Company shall give the Holder prompt written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention intent to do so. If any Upon the written request of the Holders of the Warrant Shares notify the Company Holder given within twenty (20) 10 days after mailing receipt of any such notice of its or their desire to include any such securities in such proposed registration statementnotice, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested will cause to be included in the secondary component of such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis all of the number of Underwriter's Warrant Shares requested to be registered by Registrable Securities that such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, holder requests; provided that the Company shall have the right at to withdraw, reduce, postpone, delay or cancel any time after it registration made under this Section 2 without liability, obligation or notice to the Holder or otherwise; and provided further that, in the event that all securities that existing securityholders request to be included in the secondary component of such registration cannot be so included, the number of Registrable Securities and other securities of existing securityholders electing to participate in such secondary component shall have given written be determined by the relative proportionate ownership of the shares of Common Stock outstanding on the date of the Company’s notice (assuming conversion, exercise or exchange, directly or indirectly, of all outstanding securities of the Company into shares of Common Stock) held by all existing securityholders electing to participate in such secondary component (“Proportionate Registration”). (b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to this Section 9.2 (irrespective 2, the Company shall not be required to include any of whether a written request for inclusion the Registrable Securities in such underwriting unless the Holder accepts the terms of any the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by securityholders to be include in such offering exceeds the number of securities to be sold in the secondary component of the registration that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall have been made) be required to elect include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering, and in such event the number of Registrable Securities to file any be included in such proposed registration statement or offering shall be reduced to withdraw the same after the filing but prior to the effective date thereofachieve Proportionate Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafterEffective Date, the Company proposes shall determine to register for sale for cash any of its securities under Common Stock, for its own account or for the Act account of others (other than the Holders) (including, without limitation, a registration statement for the Qualified IPO), other than (x) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (y) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger merger, acquisition, divestiture, reorganization or pursuant similar event, then the Company shall promptly give to Form S-4 or Form S-8 or successor form thereto) it will give the Holders written notice by registered mail, at least thirty thereof (30and in no event shall such notice be given less than twenty (20) calendar days prior to the filing of each such registration statementRegistration Statement), and shall, subject to Section 3(b), include as a Piggyback Registration all of the Registrable Securities specified in a written request delivered by the Holder thereof within ten (10) calendar days after delivery to the Holders Holder of such written notice from the Company. However, the Company may, without the consent of the Warrant Shares of Holders, withdraw such Registration Statement prior to its intention to do so. If any of the Holders of the Warrant Shares notify becoming effective if the Company within twenty (20) days after mailing or such other selling stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. Notwithstanding the foregoing, in the event that the Commission staff should limit the number of any Registrable Securities that may be sold pursuant to the Registration Statement, the Company may remove from the Registration Statement such notice number of its or their desire to include any Registrable Securities as specified by the Commission on behalf of all selling securityholders therein on a pro-rata basis. In such securities in such proposed registration statementevent, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among give the Holders of Warrant Shares on the basis prompt notice of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofRegistrable Securities excluded therefrom.

Piggyback Registration. If, at any time commencing one (1) year after the effective date of the Registration Statement Effective Date and expiring five (5) years thereafter, the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, 3.1. If at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any (including for this purpose a registration effected by the Company for shareholders of its the Company other than the Holders) securities under the Securities Act (other than in connection with a merger the public offering solely for cash on Form ▇-▇, ▇-▇ or pursuant to Form S-4 S-3 (or Form S-8 any replacement or successor form thereto) it will forms), the Company shall promptly give each Holder of Registrable Securities written notice by registered mail, at least thirty of such registration (30) days prior to a “Piggyback Registration”). Upon the filing written request of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company Holder given within twenty (20) days after mailing following the date of any such notice of its or their desire to include any such securities in such proposed registration statementnotice, the Company shall afford cause to be included in such Holders of the Warrant Shares the opportunity registration statement and use its best efforts to have any such Warrant Shares be registered under the Securities Act all the Registrable Securities that each such Holder shall have requested to be registered. The Company shall have the absolute right to withdraw or cease to prepare or file any registration statementstatement for any offering referred to in this Section 3 without any obligation or liability to any Holder. 3.2. In If the event that the managing underwriter for said offering advises Underwriters’ Representative or Agent shall advise the Company in writing that (with a copy to each Selling Holder) that, in its opinion opinion, the number amount of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in would materially adversely affect such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, or the timing thereof, then the Company will include in such registration (a) firstregistration, to the securities extent of the amount and class which the Company proposes is so advised can be sold without such material adverse effect in such offering: First, all securities proposed to sell, (b) be sold by the Company for its own account; second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares Registrable Securities requested to be included in such registration which by Holders pursuant to this Section 3, and all other securities being registered pursuant to the exercise of contractual rights comparable to the rights granted in the opinion of such underwriter can be soldthis Section 3, pro rata among the Holders of Warrant Shares based on the basis of estimated gross proceeds from the number of Underwriter's Warrant Shares requested to be registered by such Holders, sale thereof; and (d) fourth, third all other securities requested to be included in such registration. 3.3. Notwithstanding the provisions Except as set forth in Section 3.2, each Holder shall be entitled to have its Registrable Securities included in an unlimited number of this Section 9.2, the Company shall have the right at any time after it shall have given written notice Piggyback Registrations pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof3.

Piggyback Registration. If, at any time within the period commencing after the effective date of the Registration Statement one (1) year and expiring five (5) years thereafterafter the Effective Date, the Company proposes to register any of its securities should file a registration statement with the Commission under the Securities Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-4 or Form S-8 or successor form theretoS-8) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Warrant Shares Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If any of the Holders of the Warrant Shares Registrable Securities notify the Company within twenty (20) calendar days after mailing receipt of any such notice of its or their desire to include any such securities Registrable Securities in such proposed registration statement, the Company shall afford such the Holders of the Warrant Shares Registrable Securities the opportunity to have any such Warrant Shares registered under Registrable Securities included in such registration statement, unless the underwriter for each proposed objects to the inclusion of the Registrable Securities in such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included However, in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offeringevent, the Company will include will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as to permit a public offering and sale of the Registrable Securities so excluded for a period of nine (9) months, which shall be in such addition to any registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested statement required to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested filed pursuant to be registered by such Holders, and (d) fourth, other securities requested to be included in such registrationSection 7(b). Notwithstanding the provisions of this Section 9.27(c) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 7(c) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (a) If, at any time commencing after time, through and including the effective third anniversary date of the Registration Statement and expiring five (5) years thereafterissuance of this Debenture, the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to a Form S-4 Registration Statement or an employee stock compensation plan pursuant to a Form S-8 or successor form thereto) Registration Statement), it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares Rights Holder of its intention to do so. If any of the Holders of the Warrant Shares notify Rights Holder notifies the Company within twenty (20) days after mailing receipt of any such notice of its or their desire to include any such securities Registrable Securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares Rights Holder the opportunity to have any such Warrant Shares of the Registrable Securities registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be statement and included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, any underwriting involved with respect thereto. (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, 9 hereof: (i) the Company shall have the right at any time after it shall have given written notice pursuant to this said Section 9.2 9 (irrespective of whether a written request for inclusion of any such securities Registrable Securities shall have been made) to elect not to file any such proposed registration statement statement, or to withdraw the same after the filing but prior to the effective date thereof; and (ii) in the event a registration under Section 9 hereof relates to an underwritten public offering which does not include any securities being offered and sold on behalf of selling shareholders, the inclusion of any Registrable Securities may, at the election of the Company, be conditioned upon the Rights Holder agreement that the public offering of such Registrable Securities shall not commence until ninety (90) days after the effective date of such registration. (c) The rights of the Rights Holder pursuant to Section 9 hereof shall be conditioned upon such Rights Holder's participation in the underwriting with respect thereto and the inclusion of such Rights Holder's Registrable Securities in such underwriting (unless otherwise mutually agreed by the Company, the managing underwriter or, if none, a majority of the underwriters, and such Rights Holder) to the extent provided herein. (d) Notwithstanding any other provision of this Debenture, if the managing underwriter or, if none, a majority of the underwriters, determines that marketing factors require a limitation of the number of shares to be underwritten or a complete exclusion of such shares, such underwriter or underwriters may limit the number of Registrable Securities that may be included in the registration and underwriting or exclude all of the Registrable Securities, as appropriate. In the case of an underwritten registration in which the number of Registrable Securities that may be included is limited, the Company shall advise the Rights Holder of the limited number of Registrable Securities that may be included in the registration, and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Rights Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration held by such Rights Holders at the time of filing the registration statement. (e) The Company shall (together with all Rights Holders proposing to distribute their securities through an underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting. (f) If, after the third anniversary date of the issuance of this Debenture, the Registrable Securities owned by the Holder continue to be subject to a legend or other transfer restriction which treats the Holder as having affiliate status as that term is used in Rule 144 of the Act, then the Holder shall continue to have a one-time right to include any Registrable Securities in a proposed registration statement subject to the procedures described in Section 9.2 hereof. This registration right shall expire on the earlier of: (i) the conclusion of the Holder's affiliate status; or (ii) the sixth anniversary date of the issuance of this Debenture.

Piggyback Registration. If, (i) If the Corporation shall at any time commencing after the effective date of the propose to effect (whether pursuant to an existing Registration Statement and expiring five or a new Registration Statement to be filed pursuant to the Securities Act, but excluding any Demand Registration) a public offering of Common Stock for cash (5) years thereafter, the Company proposes to register any of its securities under the Act (other than whether in connection with a merger public offering of Common Stock by the Corporation, a public offering of Common Stock by stockholders, or pursuant both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or Form S-8 or successor an offering on any registration statement form thereto) it will give written notice by registered mailthat does not permit secondary sales), the Corporation shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least thirty (30five Business Days before) days prior to the commencement of the offering or the filing of the Registration Statement, as applicable (the “Piggyback Notice”). The Piggyback Notice shall offer the Holders the opportunity to include for offer and sale or registration, as applicable, in any such Registration Statement the number of Registrable Securities as they may request (a “Piggyback Registration”). The Corporation shall use commercially reasonable efforts to include in each such registration statement, Piggyback Registration such Registrable Securities for which the Corporation has received written requests within three Business Days after sending the Piggyback Notice (“Piggyback Request”) for inclusion therein. If a Holder decides not to the Holders of the Warrant Shares include all of its intention Registrable Securities in any Piggyback Registration, such Holder shall nevertheless continue to do so. If any of have the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire right to include any such securities Registrable Securities in such proposed any subsequent offering or registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to statement as may be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held filed by the entities that made Corporation with respect to offerings of Common Stock, all upon the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, terms and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofconditions set forth herein.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5i) years thereafter, If the Company proposes to register any of its securities under the Securities Act (by registration on any form other than in connection with a merger or pursuant to Form S-4 or Form S-8 (or any successor form thereto) or similar form(s)), whether pursuant to registration rights granted to other holders of its securities or for sale for its own account, then it will give prompt written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares Investor of its intention to do so. If any so and of the Holders Investor’s rights under this Section 7(c), which notice, in any event, will be given at least 30 days prior to such proposed registration. Upon the written request of the Warrant Shares notify the Company Investor made within twenty (20) 15 days after mailing the Investor’s receipt of any such notice of its or their desire to include any such securities in such proposed registration statementfrom the Company, which request will specify the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested intended to be included in such registration exceeds disposed of by the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offeringInvestor, the Company will include in such effect the registration (a) first, under the securities Securities Act of all Shares that the Company proposes has been so requested to sell, (b) second, the securities held register by the entities that made the demand for registration, Investor; provided that: (cA) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofof the registration statement filed in connection with such registration and promptly following receipt of notification by the Company from the managing underwriter (if an underwritten offering) of the price at which such securities are to be sold, the Company will advise the Investor of such price, and the Investor will then have the right, exercisable in its sole discretion by delivery of written notice to the Company within five business days of the Investor being advised of such price, irrevocably to withdraw its request to have its Shares included in such registration statement; (B) 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 determines for any reason not to register or to delay registration of such securities, then the Company may, at its election, give written notice of such determination to the Investor and (1) in the case of a determination not to register, will be relieved of its obligation to register any Shares in connection with such registration (but not from any obligation of the Company to pay the Expenses in connection therewith), and (2) in the case of a determination to delay registering, will be permitted to delay registering any Shares for the same period as the delay in registering such other securities; and (C) if such registration was initiated by the Company for its own account and involves an underwritten offering, then the Investor will sell its Shares on the same terms and conditions as those that apply to the Company, and the managing underwriter of each such underwritten public offering will be a nationally-recognized investment bank selected by the Company. (ii) No registration effected under this Section 7(c) will relieve the Company of its obligation to effect any demand registration under Section 7(a), and no registration effected pursuant to this Section 7(c) will be deemed to have been effected pursuant to Section 7(a).

Piggyback Registration. If, If the Company at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its Common Stock or any equity securities exercisable for, convertible into or exchangeable for Common Stock under the Act Securities Act, whether or not for sale for its own account (other than the "COMPANY SECURITIES"), in connection with a merger or pursuant manner which would permit registration of Registrable Securities for sale to Form S-4 or Form S-8 or successor form thereto) the public under the Securities Act, each such time it will give written notice by registered mailpromptly deliver a Registration Notice to each Holder, which Registration Notice will describe the rights of each Holder under this Section 5.2, at least thirty (30) 20 days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer each Holder the opportunity to include in such registration statement, to statement such number of Registrable Securities held by such Holder as such Holder may request. Upon the Holders of the Warrant Shares of its intention to do so. If any written request of the Holders requesting Registrable Securities to be registered pursuant to such registration statement (collectively, the "PIGGYBACK SECURITIES"), made within 10 days after the receipt of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statementCompany's Registration Notice, the Company which request shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion specify the number of securities requested Piggyback Securities intended to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offeringdisposed of, the Company will include use its best efforts to effect, in such connection with the registration (a) firstof the Company Securities, the securities registration under the Company proposes Securities Act of all Piggyback Securities, to sell, the extent required to permit the disposition (bin accordance with such intended methods thereof) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such HoldersPiggyback Securities, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.provided that:

Piggyback Registration. IfSubject to Section 1.7 hereof, if at any time GEC proposes to register its shares of its Common Stock under the Securities Act, either for its own account or for the account of others, in connection with the Public Offering of such shares of Common Stock solely for cash, on a registration form that would also permit the registration of Registrable Securities (other than (i) a registration statement on Form S-8 or any successor form, (ii) for the purpose of offering such securities to another business entity, or a registration on Form S-4 for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity or (iii) a resale shelf registration filed in connection with an acquisition, reorganization, recapitalization, rights offering, merger, consolidation or similar transaction), GEC shall, each such time, give each Northern Right Capital Party written notice of such proposal no later than 15 days prior to the filing of the Registration Statement relating thereto (a “Piggyback Registration Notice”). Within 10 days after the Piggyback Registration Notice is given, the Northern Right Capital Parties shall give notice as to the number of shares of Registrable Securities, if any, which such Northern Right Capital Parties request to be registered simultaneously with such registration by GEC (“Piggyback Registration”). GEC shall include any Registrable Securities in such Registration Statement which the Northern Right Capital Parties request to be registered under the Securities Act, subject to and in accordance with the terms, conditions, procedures and limitations contained in this Agreement. Notwithstanding the foregoing, GEC shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 at any time in its sole discretion whether or not any Northern Right Capital Party has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by GEC in accordance with Section 1.6 hereof. Each Northern Right Capital Party requesting inclusion in a registration made pursuant to this Section 1.3 may, at any time commencing after before the effective date of the Registration Statement and expiring five (5) years thereafterrelating to such registration, the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give revoke such request by providing written notice by registered mailof such revocation to GEC, at least thirty (30) days prior in which case GEC shall cause such Northern Right Capital Party’s Registrable Securities to be withdrawn from such Registration Statement. For the filing avoidance of each such registration statementdoubt, there shall be no limit to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested times a Northern Right Capital Party may exercise its rights to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofPiggyback Registration hereunder.

Piggyback Registration. If, 3.1. If at any time commencing after the effective date third anniversary of the Registration Statement and expiring five (5) years thereafterClosing Date, or after such earlier date as the Holder shall be entitled to transfer shares of Class B Stock pursuant to the provisions of Section 9.1.2 of the Investment Agreement, the Company proposes to register any (including for this purpose a registration effected by the Company for shareholders of its the Company other than the Holder) securities under the Securities Act (other than in connection with a merger the public offering solely for cash on Form S-1, ▇-▇ ▇▇ S-3 (or pursuant to Form S-4 or Form S-8 any replacement or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statementforms), the Company shall afford promptly give the Holder written notice of such Holders registration (a "Piggyback Registration"). Upon the written request of the Warrant Shares Holder given within 20 days following the opportunity date of such notice, the Company shall cause to have any be included in such Warrant Shares registration statement and use its reasonable efforts to be registered under such registration statement. In the event Securities Act all the Registrable Securities that the managing underwriter Holder shall have requested to be registered; provided, however, that such right of inclusion shall not apply to any registration statement covering an underwritten offering of convertible debt securities. The Company shall have the absolute right to withdraw or cease to prepare or file any registration statement for said any offering advises referred to in this Section 3 without any obligation or liability to the Holder. 3.2. If the Underwriters' Representative or Agent shall advise the Company in writing that (with a copy to the Holder) that, in its opinion opinion, the number amount of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in would materially adversely affect such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, or the timing thereof, then the Company will include in such registration (a) firstregistration, to the securities extent of the amount and class which the Company proposes is so advised can be sold without such material adverse effect in such offering: First, all securities proposed to sell, (b) be sold by the Company for its own account; and second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares Registrable Securities requested to be included in such registration which in by the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice Holder pursuant to this Section 9.2 3 and third, any other securities being registered other than on behalf of the Company or the Holder. 3.3. The Holder shall be entitled to have its Registrable Securities included in up to five (irrespective of whether a written request for inclusion of any such securities shall have been made5) Piggyback Registrations pursuant to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofthis Section 3.

Piggyback Registration. If, If the Company at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities under the Securities Act for sale to the public (other than in connection except with a merger respect to registration statements on Forms ▇-▇, ▇-▇ or pursuant another form not available for registering the Registrable Securities for sale to Form S-4 or Form S-8 or successor form thereto) the public), each such time it will give written notice by registered mail, at least thirty (30) days prior the applicable address of record to the filing each holder of each such registration statement, to the Holders of the Warrant Shares Registrable Securities of its intention to do so. If Upon the written request of any of the Holders such holders of the Warrant Shares notify the Company Registrable Securities, given within twenty (20) days after mailing receipt by such Person of any such notice of its or their desire to include any such securities in such proposed registration statementnotice, the Company shall afford will, subject to the limits contained in this Section 4, use its best efforts to cause all such Holders Registrable Securities of said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the Warrant Shares the opportunity Company’s securities being offered in a public offering pursuant to have any such Warrant Shares registered under such registration statement. In the event statement that the managing underwriter for said offering advises amount to be sold by Persons other than the Company in writing that in its opinion (collectively, “Selling Stockholders”) is greater than the number of securities requested to be included in such registration exceeds the number amount which can be sold in such offering offered without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided, further, that any shares to be excluded shall be determined in such registration the following order of priority: (ai) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registrationany Persons not having any such contractual, incidental registration rights, (cii) thirdsecurities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and (iii) the Warrant Shares requested Registrable Securities sought to be included in such registration which in by the opinion of such underwriter can be sold, holders thereof as determined on a pro rata among basis (based upon the Holders of Warrant Shares on the basis of the aggregate number of Underwriter's Warrant Shares requested to be registered Registrable Securities held by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofholders).

Piggyback Registration. If, If at any time during the period commencing after on the effective date that is six months following the closing date of an initial public offering of the Registration Statement Common Stock and expiring five (5) years thereafterending on the Expiration Date, the Company proposes to register any shares of its securities Common Stock under the Securities Act on any form for registration thereunder (the “Registration Statement”) for its own account or the account of shareholders (other than a registration relating to (i) shares of Common Stock underlying a stock option, restricted stock, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or pursuant consolidation with, another corporation or other entity; or (iii) a registration of securities proposed to Form S-4 or Form S-8 or successor form thereto) be issued in exchange for other securities of the Company), it will at such time give prompt written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares Holder of its intention to do soso (the “Section 9.1 Notice”). If any Upon the written request of the Holders of the Warrant Shares notify Holder given to the Company within twenty ten (2010) days after mailing the giving of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion Section 9.1 Notice setting forth the number of securities requested shares of Warrant Stock intended to be included in such registration exceeds disposed of by the number which can be sold in such offering without causing a diminution in Holder and the offering price or otherwise adversely affecting the offeringintended method of disposition thereof, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested or cause to be included in such registration which in the opinion of such underwriter can be sold, pro rata among Registration Statement the Holders shares of Warrant Shares on Stock which the basis of the number of Underwriter's Warrant Shares Holder has requested to be registered by such Holdersregister, and to the extent provided in this Section 9 (d) fourth, other securities requested to be included in such registrationa “Piggyback Registration”). Notwithstanding the provisions of this Section 9.2foregoing, the Company shall have the right may, at any time after it shall have given written notice time, withdraw or cease proceeding with any registration pursuant to this Section 9.2 (irrespective 9.1 if it shall at the same time withdraw or cease proceeding with the registration of whether a written request for inclusion of any such securities the Common Stock originally proposed to be registered. The Company shall have been made) to elect not be obligated to file any such proposed registration statement or to withdraw and cause the same after the filing but prior to the effective date thereof.effectiveness of only one (1)

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, If the Company proposes to register any file a registration statement under the Securities Act with respect to an offering of its securities under common stock for its own account or for the Act account of another Person (other than in connection with a merger registration statement on Form S-4 or S-8 or pursuant to Form S-4 Rule 415 (or Form S-8 any substitute form or successor form thereto) it will rule, respectively, that may be adopted by the Commission)), the Company shall give written notice by registered mail, at least thirty (30) days prior to the of such proposed filing of each such registration statement, to the Holders at the address set forth in the share register of the Warrant Shares Company as soon as reasonably practicable (but in no event less than 10 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register on the same terms and conditions such number of its intention to do soshares of Registrable Securities as such Holder may request (a "Piggyback Registration"). If any of the Holders of the Warrant Shares notify the Company within twenty (20) Each Holder will have five business days after mailing receipt of any such notice of its or their desire to include notify the Company as to whether it wishes to participate in a Piggyback Registration; provided that should a Holder fail to provide timely notice to the Company, such Holder will forfeit any such securities rights to participate in the Piggyback Registration with respect to such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statementoffering. In the event that the managing underwriter for said offering advises registration statement is filed on behalf of a Person other than the Company, the Company will use its best efforts to have the shares of Registrable Securities that the Holders wish to sell included in writing that the registration statement. If the Company shall determine in its opinion sole discretion not to register or to delay the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the proposed offering, the Company will include in may, at its election, provide written notice of such registration determination to the Holders and (ai) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion case of such underwriter can a determination not to effect the proposed offering, shall thereupon be sold, pro rata among the Holders of Warrant Shares on the basis relieved of the number of Underwriter's Warrant Shares requested obligation to be registered by register such HoldersRegistrable Securities in connection therewith, and (dii) fourthin the case of a determination to delay a proposed offering, other securities requested shall thereupon be permitted to be included delay registering such Registrable Securities for the same period as the delay in such registrationrespect of the proposed offering. Notwithstanding As between the provisions of this Section 9.2Company and the Selling Holders, the Company shall have be entitled to select the right at Underwriters in connection with any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofPiggyback Registration.

Piggyback Registration. (a) If, during the term of this Agreement, the Company at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register file a registration statement with respect to any class of equity securities, other than for the registration of securities for sale on a continuous or delayed basis pursuant to Rule 415, whether (i) for its securities under the Act own account (other than in connection with a merger or pursuant to registration statement on Form S-4 or Form S-8 (or any successor form theretoor substantially similar form), and other than in connection with (x) it will an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (y) a dividend reinvestment plan), or (ii) for the account of a holder of securities of the Company pursuant to demand registration rights granted by the Company (a "Requesting Securityholder"), then the Company shall in each case give written notice by registered mail, of such proposed filing to all Holders of Registrable Securities at least thirty (30) days prior to before the anticipated filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing date of any such registration statement by the Company, and such notice of its or their desire shall offer to include any such securities in such proposed registration statement, the Company shall afford such all Holders of the Warrant Shares the opportunity to have any or all of the Registrable Securities held by such Warrant Shares registered under Holders included in such registration statement. In the event that the managing underwriter for said offering advises Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 3 shall so advise the Company in writing within fifteen (15) days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall use its best efforts to include in such registration statement all such Registrable Securities so requested to be included therein. (b) Notwithstanding Section 3(a), if the managing underwriter or underwriters of any such proposed public offering reasonably advises the Company that in its opinion the number total amount or kind of securities requested which the Company, the Holders of Registrable Securities and any other Persons or entities intended to be included in such registration exceeds proposed public offering is sufficiently large to adversely affect the number which can success of such proposed public offering, then the amount or kind of securities to be sold in such offering without causing a diminution offered for the accounts of any person intended to be included in the offering price or otherwise adversely affecting the proposed offering, other than the Company will include in such registration (a) firstCompany, the Requesting Securityholders and the Greenwich Funds pursuant to the Greenwich Registration Rights Agreement, but including the Holders of Registrable Securities, shall be reduced (to zero if necessary) to the extent necessary to reduce the total amount or kind of securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in proposed public offering to the opinion of amount or kind recommended by such managing underwriter can or underwriters, provided, however that such reduction will be sold, on a pro rata among the Holders of Warrant Shares basis, based on the basis of the aggregate number of Underwriter's Warrant Shares requested securities to be registered by such Holders, and (d) fourth, offered for the accounts of all other securities requested persons intended to be included in such registration. Notwithstanding the provisions proposed offering and all Holders of this Section 9.2Registrable Securities, before any reduction in the number or kind of securities to be offered by Requesting Securityholders, the Company shall have or the right Greenwich Funds pursuant to the Greenwich Registration Rights Agreement. (c) Anything to the contrary in this Agreement notwithstanding, the Company may withdraw or postpone a registration statement referred to in this Section 3 at any time before it becomes effective or withdraw, postpone or terminate the offering after it shall have given written notice pursuant becomes effective without any obligation to this Section 9.2 (irrespective any Holder or Holders of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofRegistrable Securities.

Piggyback Registration. IfIf the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of Equity Securities of the Company for the Company’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)), then the Company will give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable (but in no event less than 30 days before the anticipated filing date), and upon the written request, given within 15 days after delivery of any such notice by the Company, of any holder of Registrable Securities to include in such registration Registrable Securities (which request shall specify the number of Registrable Securities proposed to be included in such registration), the Company will cause all such Registrable Securities to be included in such registration on the same terms and conditions as the Company’s Equity Securities to be registered (a “Piggyback Registration”); provided, however, that if at any time commencing after giving written notice of such proposed filing and prior to the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities under the Act (other than filed in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford such Holders determine for any reason not to proceed with the proposed registration of the Warrant Shares securities, the opportunity Company may, at its election, give written notice of such determination to have the Participating Stockholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company will control the determination of the form of any offering contemplated by this Section 6.02, including whether any such Warrant Shares registered under such registration statement. In offering will be in the event that the managing underwriter for said form of an underwritten offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in and, if any such offering without causing a diminution is in the offering price or otherwise adversely affecting the form of an underwritten offering, the Company will include select the lead Underwriter and any additional Underwriters in connection with such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofoffering.

Piggyback Registration. IfIf Parent proposes to file a Registration Statement under the Securities Act with respect to an offering of Parent Common Stock for (a) Parent’s own account (other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (ii) a Registration Statement filed in connection with an offering of securities solely to Parent’s existing security holders) or (b) the account of any holder of Parent Common Stock (other than Stockholder) pursuant to a demand registration requested by such holder, then Parent will give written notice of such proposed filing to Stockholder as soon as practicable (but in no event less than 20 days before the anticipated filing date), and upon the written request, given within 10 days after delivery of any such notice by Parent, of Stockholder to include Registrable Securities in such registration (which request shall specify the number of Registrable Securities proposed to be included in such registration), Parent will, subject to Section 2.03, include all such Registrable Securities in such registration, on the same terms and conditions as Parent’s or such holder’s Parent Common Stock (a “Piggyback Registration”); provided, however, that if, at any time commencing after giving written notice of such proposed filing and prior to the business day prior to the effective date of the Registration Statement and expiring five (5) years thereafterfiled in connection with such registration, Parent shall determine for any reason not to proceed with the Company proposes proposed registration of the securities, then Parent may, at its election, give written notice of such determination to Stockholder and, thereupon, will be relieved of its obligation to register any of its securities under the Act (other than Registrable Securities in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding Parent will control the provisions determination of the form of any offering contemplated by this Section 9.22.02, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of including whether a written request for inclusion of any such securities shall have been made) to elect not to file offering will be in the form of an underwritten offering and, if any such proposed registration statement or to withdraw offering is in the same after form of an underwritten offering, Parent will select the filing but prior to the effective date thereoflead Underwriter and any additional Underwriters in connection with such offering.

Piggyback Registration. If, (a) If at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, or from time to time the Company proposes shall determine to register any of its securities under equity securities, either for its own account or for the Act account of security holders (other than (1) in connection with a merger or pursuant registration relating solely to employee benefit plans, (2) a Registration Statement on Form S-4 or S-4, Form F-4, Form S-8 or Form F-8 (or any successor form theretoforms), (3) it will give written notice by registered maila registration pursuant to which the Company is offering to exchange its own securities for other securities, at least thirty (304) days prior a Registration Statement relating solely to dividend reinvestment or similar plans, (5) a Shelf Registration Statement pursuant to which only the filing initial purchasers and subsequent transferees of each such registration statement, to the Holders debt securities of the Warrant Shares of its intention Company or any Subsidiary that are convertible for Share Equivalents and that are initially issued pursuant to do so. If Rule 144A and/or Regulation S (or any successor provision) of the Holders Securities Act may resell such notes and sell the Share Equivalents into which such notes may be converted, (6) a Registration Statement relating solely to shares of the Warrant Shares notify Class V Stock or (7) a registration pursuant to Section 2.1, Section 2.2, Section 2.3 or Section 2.4 hereof), the Company will: (i) promptly (but in any event within twenty ten (2010) days after mailing of any such the date the relevant Registration Statement is initially filed) give to each Holder written notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will thereof; and (ii) include in such registration (aand any related qualification under state securities laws or other compliance), and in any underwritten offering involved therein, all the Registrable Securities specified in a written request or requests made within five (5) first, the securities days after receipt of such written notice from the Company proposes by any Holder or Holders, except as set forth in Section 2.5(b) below. Notwithstanding the foregoing, this Section 2.5 shall not apply in respect of any Holder (other than a Sponsor Holder or Management Holder) in an IPO, unless (x) one or more of the Sponsor Holders elect to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included participate in such registration which in for such IPO or (y) the opinion of such underwriter can be sold, pro rata among MD Holders and the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such SLP Holders, and (d) fourthin their sole discretion, provide advanced written consent to the Company to include the Registrable Securities of any one or more other securities requested to be included Holders specified in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice consent in a registration for such IPO pursuant to this Section 9.2 (irrespective 2.5. For the avoidance of whether a written request for doubt, the inclusion of the Registrable Securities of any Holder in such securities registration pursuant to this Section 2.5 shall have been made) in all cases be subject to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofSection 2.10(c).

Piggyback Registration. If, at any time commencing after During the effective date of period beginning _____(__) months following the Registration Statement Effective Date and expiring five ending twenty-four (524) years thereaftermonths following the Effective Date (the "Piggyback Period"), the Company proposes to register any of its securities under will notify the Act (other than Holders in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, writing at least thirty (30) days prior to filing its first registration statement under the filing Securities Act during the Piggyback Period for purposes of each effecting a public offering of the Company's common stock whether or not for its own account (excluding any registration statement on Form S-8 or Form S-4 or any successor forms) and will afford the Holder(s) an opportunity to include in such registration statement, to the Holders statement all or any part of the Warrant Shares of its intention Registrable Securities not previously sold by the Holder(s), subject to do sounderwriter's cutbacks, if any, pursuant to Section 1.02(b) below. If a Holder desires to include in any such registration statement all or any part of the Holders of the Warrant Shares notify the Company such Registrable Securities, such Holder will, within twenty (20) days after mailing receipt of any such the foregoing notice from the Company, so notify the Company in writing. The Holder's notice will inform the Company of its or their desire the number of shares the Holder wishes to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company Notwithstanding anything in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.21.02 to the contrary, the Company shall have the right if at any time after it shall have given giving written notice pursuant of its intention to this Section 9.2 (irrespective of whether a written request for inclusion of register any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to all Holders and thereupon shall be relieved of its obligations to register any Registrable Securities in connection with such abandoned registration without prejudice to the rights of Holders under this Section 1.02.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, If the Company proposes to register any of its securities under at any time after the Act (other than date hereof, the Company shall notify the Holder in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, writing at least thirty (30) days prior to the filing of each any such registration statementstatement under the Securities Act or 1933, as amended (the "Securities Act"), for purposes of effecting a public offering of securities of the Company (excluding registration statements relating to any employee benefit plan or a corporate reorganization, including securities issued by the Holders Company in an acquisition transaction). The Holder shall have the right to include in such registration statement all or any part of the Holder's Warrant Shares or other securities into which the Warrant Shares of its intention to do sohave been or may be converted ("Registrable Securities"). If the Holder elects to include in any such registration statement all or any part of the Holders of Holder's Registrable Securities, then the Warrant Shares notify the Company Holder shall, within twenty (20) days after mailing receipt of any the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of its or their desire the number of Registrable Securities the Holder wishes to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In If the event that Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offeringCompany, the Company will include in such registration (a) first, the securities the Company proposes Holder shall nevertheless continue to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at to include any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of Registrable Securities in any such securities shall have been made) to elect not to file any such proposed subsequent registration statement or registration statements as may be filed by the Company on or before the date set forth above with respect to withdraw offerings of its securities, all upon the same after the filing but prior to the effective date thereofterms and conditions set forth herein.

Piggyback Registration. If(a) At any time that the Company proposes to file a Registration Statement within three (3) years from the date hereof, the Company shall give the Holders written notice of its intention to do so and of the intended method of sale (the "Registration Notice") within a reasonable time prior to the anticipated filing date of the Registration Statement effecting such registration. Each Holder may request inclusion of any Restricted Securities in such Registration Statement by delivering to the Company, within ten (10) Business Days after receipt of the Registration Notice, a written notice (the "Piggyback Notice") stating the number of Restricted Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Registration Statement. The Company shall use its reasonable efforts to cause all Restricted Securities specified in the Piggyback Notice to be included in the Registration Statement and any related offering, all to the extent requisite to permit the sale by the Holders of such Restricted Securities in accordance with the method of sale applicable to the other shares of Common Stock included in such Registration Statement; provided, however, that if, at any time commencing after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities under the Act (other than filed in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford determine for any reason not to register or to delay registration of such Holders securities, the Company may, at its election, give written notice of such determination to each Holder of Restricted Securities and, thereupon: (i) in the Warrant Shares the opportunity case of a determination not to have register, shall be relieved of its obligation to register any such Warrant Shares registered under Restricted Securities in connection with such registration statement. In (but not from its obligation to pay the event that Registration Expenses, as defined in Section 2.6, in connection therewith), and (ii) in the case of a delay in registering, shall be permitted to delay registering any Restricted Securities for the same period as the delay in registering such other securities. (b) The Company's obligation to include Restricted Securities in a Registration Statement pursuant to Section 2.2(a) shall be subject to the following limitations: (i) The Company shall not be obligated to include any Restricted Securities in a Registration Statement filed on Form S-4, Form S-8 or ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ccessor forms then in effect under the Securities Act. (ii) If a Registration Statement involves an underwritten offering and the managing underwriter for said offering advises the Company in writing that that, in its opinion opinion, the number of securities the Restricted Securities requested to be included in such registration Registration Statement exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will not include any Restricted Securities in such registration Registration Statement, or if some of the requested Restricted Securities can be included in such Registration Statement, the Company will only include such number of Restricted Securities which the Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows: (aA) first, the all securities proposed by the Company proposes to sell, be sold for its own account shall be included in the Registration Statement; (bB) second, any securities proposed to be sold pursuant to the securities held by the entities that made the demand for registration, Fahnestock Registration Rig▇▇▇ ▇▇▇▇▇▇ents; and (cC) third, the Warrant Shares any Restricted Securities requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the a pari passu basis with any ---- ----- other securities of the number of Underwriter's Warrant Shares requested to be registered Company which have been afforded registration rights by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company prior to, or as of the date hereof. (iii) The Company shall have the right at any time after it shall have given written notice pursuant not be obligated to this Section 9.2 include Restricted Securities in more than two (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.2)

Piggyback Registration. If, (a) If at any time commencing after the effective date completion of the Registration Statement and expiring five (5) years thereafter, Initial Public Offering the Company proposes to register any of its securities Company Securities under the Securities Act (other than (i) a Shelf Registration, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a merger direct or pursuant to Form S-4 indirect acquisition by the Company of another Person), whether or Form S-8 or successor form thereto) it will not for sale for its own account, the Company shall each such time give written prompt notice by registered mail, at least thirty ten (3010) days Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration statementunder the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the Holders extent required to permit the disposition of the Warrant Shares Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholders, as applicable, and (B) if, at any time after giving notice of its intention to do so. If register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any registration statement filed in connection with such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford determine for any reason not to register such Holders securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Warrant Shares Company of its obligations to effect a Demand Registration to the opportunity extent required by Section 2.01 or a Shelf Registration to have the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. (b) If a Piggyback Registration involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such Warrant Shares registered under such registration statement. In the event that offering set forth in Section 2.01(e) shall apply) and the managing underwriter for said offering advises the Company in writing that that, in its opinion view, the number of securities Shares that the Company and such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Company Securities proposed to be registered for the account of the Company (or, if such registration is pursuant to a demand by a Person that is not a Shareholder, for the account of such other Person) as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in by any Shareholders pursuant to this Section 2.02 (allocated, if necessary for the offering price or otherwise adversely affecting not to exceed the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be soldMaximum Offering Size, pro rata among the Holders of Warrant Shares such Shareholders on the basis of the relative number of Underwriter's Warrant Shares requested Registrable Securities held by each such Shareholder, or in such other proportion as shall mutually be agreed to by all such Registering Shareholders), and (iii) third, any securities proposed to be registered by for the account of any other Persons with such Holderspriorities among them as the Company shall determine; provided that, and (d) fourthnotwithstanding the foregoing, other in no event shall the number of Registrable Securities included in the underwritten Public Offering be reduced below 25% of the total number of securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofPublic Offering.

Piggyback Registration. IfIf the Company proposes to file a registration statement under the Securities Act with respect to an offering for its own account of any class of its equity securities (other than a registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, at a transaction to which Rule 145 under the Securities Act applies or an offering of securities solely to the Company's existing stockholders), then the Company shall in each case give written notice of such proposed filing to the Holders of Restricted Stock as soon as practicable (but no later than five business days) before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of shares of Restricted Stock as each such Holder may request. Each Holder of Restricted Stock desiring to have such Holder's Restricted Stock included in such registration statement shall so advise the Company in writing within five business days after the date of Company's notice, setting forth the amount of such Holder's Restricted Stock for which registration is requested. If the Company's offering is to be an underwritten offering, the Company shall, subject to the further provisions of this Agreement, use its reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of the Restricted Stock, requested to be included in the registration for such offering, to include such securities in such offering on the same terms and conditions as any similar securities of the Company included therein. Moreover, if the registration of which the Company gives notice does involve an underwriting, the right of each Holder to registration pursuant to this Section 3 shall, unless the Company otherwise assents, be conditioned upon such Holder's participation as a seller in such underwriting and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Holders of Restricted Stock that either because of (A) the kind of securities which the Holders, the Company and any other person or entities intend to include in such offering or (B) the size of the offering which the Holders, the Company and other persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares to be offered for the accounts of Holders of Restricted Stock shall be reduced pro rata or to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number or kind of securities intended to be offered by Holders of Restricted Stock than the fraction of similar reductions imposed on such other persons or entities over the amount of securities of such kind they intended to offer; and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriter's opinion, (x) the Restricted Stock to be included in such offering shall be reduced as described in clause (i) above (subject to the proviso in clause (i)) or, (y) if the actions described in clause (x) would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will be excluded from such offering. Any Restricted Stock excluded from an underwriting shall be withdrawn from registration and shall not, without the consent of the Company and the manager of the underwriting, be transferred in a public distribution prior to the earlier of 90 days (or such other shorter period of time commencing as the manager of the underwriting may require) after the effective date of the Registration Statement and expiring five (5) years thereafter, registration statement or 150 days after the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to date the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion Restricted Stock are notified of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofexclusion.

Piggyback Registration. If, at any time commencing after within seven (7) years following the effective date of the Registration Statement and expiring five (5) years thereafterPublic Offering, the Company proposes to register prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its securities under the Act shareholders (in any such case, other than in connection with a merger or merger, acquisition, pursuant to Form S-4 or Form S-8 or successor form, or on any form theretowhich does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities) (for purposes of this Article 7, collectively, the “Registration Statement”), it will give written notice of its intention to do so by registered certified mail, return receipt requested (“Notice”), at least thirty (30) days prior to the filing of each such registration statementRegistration Statement, to the all Holders of the Warrant Shares Registrable Securities. Upon the written request of its intention to do so. If any of the Holders of the Warrant Shares notify the Company such a Holder (a “Requesting Holder”), made within twenty (20) days after mailing receipt by the Holder of any such notice of its or their desire to the Notice, that the Company include any such securities of the Requesting Holder’s Registrable Securities in such the proposed registration statementRegistration Statement, the Company shall afford shall, as to each such Holders Requesting Holder, use its best efforts to effect the registration under the Act of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities Registrable Securities which it has been so requested to be included register (“Piggyback Registration”), at the Company’s sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (aSection 6.5(b) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registrationhereof). Notwithstanding the provisions of this Section 9.26.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 6.3 (irrespective of whether a any written request for inclusion of any such securities Registrable Securities shall have already been made) to elect not to file any such proposed registration statement Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any holder of Registrable Securities.

Piggyback Registration. If, at any time commencing after on the effective date of the Registration Statement Initial Exercise Date and expiring five (5) years thereafteron the Expiration Date, the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares Securities of its intention to do so; provided, however, in accordance with the NASD rules and regulations, in no event shall the right contained in this Section 7.2 continue for more than seven (7) years from the date hereof. If any of the Holders of the Warrant Shares Securities notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares Securities the opportunity to have any such Warrant Shares Securities registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) firstFIRST, the securities the Company proposes to sell, (b) secondSECOND, the total number of securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be soldsold by holders of the Warrant Securities and the holders of securities with registration rights granted by the Company prior to the date hereof, pro rata among the Holders of Warrant Shares on the basis of provided, however, if the number of Underwriter's Warrant Shares shares to be included in the registration in accordance with the foregoing is less than the total number of shares which such holders have requested to be registered by included, then the holders of such Holdersshares who have requested registration shall participate in the registration pro rata based upon their total ownership of shares of Class B Common Stock (giving effect to the conversion or exercise into Class B Common Stock of all securities convertible or exercisable thereinto) and if any such holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among the other requesting holders pro rata in the manner described in this subsection (b), and (dc) fourthTHIRD, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.27.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If TeraComm at any time commencing after proposes to file a registration statement with respect to any class of its equity securities, whether for its own account (other than a registration statement on Form S-4 or S-8, or any successor or substantially similar form, or a registration statement covering (A) an employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to any such plan, or (B) a dividend reinvestment plan) or for the effective account of one or more holders of securities of TeraComm (other than the Holders) pursuant to demand registration rights granted by TeraComm (each such holder, a "Requesting Securityholder"), then TeraComm shall in each case give written notice of the proposed filing to all Holders at least 20 Business Days before the anticipated filing date of the Registration Statement and expiring five (5) years thereafterregistration statement by TeraComm, the Company proposes which notice must offer to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the all Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares or all of the Registrable Securities included in that registration statement, subject to the terms of this agreement. Each Holder that wishes to have any of its Registrable Securities registered under such registration statement. In this Section 4 must so advise TeraComm within 10 Business Days after the date of its receipt of that notice, specifying how many of its Registrable Securities it wishes to have so registered, and subject to Section 4(b) TeraComm shall include in that Registration Statement all Registrable Securities that Holders have requested be included therein, except that in the event that Registration Statement is for an Underwritten Offering, the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be Holders included in such registration exceeds the number which can be sold in such offering without causing a diminution therein must join in the offering price underwriting on the same terms and conditions as TeraComm or otherwise adversely affecting the offering, the Company will include in such registration Requesting Securityholders (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities except that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on will not be required to give any representations relating to TeraComm in their capacity as the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders), and (d) fourthshall execute any underwriting agreement, "lock-up" letters or other securities requested to be included customary agreements or documents executed by TeraComm or the Requesting Securityholders in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofconnection with that Underwritten Offering.

Piggyback Registration. If, If Millennium at any time commencing after from the effective date of this Agreement through the Registration Statement and expiring five (5) years thereafterfifth anniversary of the Closing Date, the Company proposes to register any of its 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 (other than in connection except with a merger or pursuant respect to Form S-4 or Form S-8 or registration statements on Forms ▇-▇, ▇-▇ and any successor form forms thereto) ), each such time it will give written notice by registered mail, to such effect to all holders of outstanding Registrable Securities at least thirty (30) 30 days prior to such filing. Upon the filing written request of each any such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company holder received by Millennium within twenty (20) 20 days after mailing the giving of any such notice by Millennium to register any of its or their desire Registrable Securities, Millennium will cause the Registrable Securities as to include any such securities in such proposed which registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities been so requested to be included in the securities to be covered by the registration statement proposed to be filed by Millennium, all to the extent required to permit the sale or other disposition by the holder of such Registrable Securities so registered. Notwithstanding the foregoing, in the event that any registration exceeds pursuant to this Section 8(a) shall be, in whole or in part, an underwritten public offering of Common Stock, the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested of Registrable Securities to be included in such registration which in the opinion of such underwriter can an underwriting may be sold, reduced (pro rata among the Holders of Warrant Shares on requesting holders) and the basis of other BCA Shareholders (based upon the number of Underwriter's Warrant Shares Registrable Securities requested to be registered by them)) if and to the extent that the managing underwriter shall be of the good faith opinion that such Holdersinclusion would adversely affect the success of such an underwriting, and (d) fourthprovided, other securities requested that such number of Registrable Securities shall not be reduced if any shares of Common Stock are to be included in such registrationunderwriting for the account of any person other then Millennium or requesting holders of Registrable Securities. Notwithstanding the provisions of foregoing provisions, Millennium may withdraw any registration statement referred to in this Section 9.2, the Company shall have the right at 8 without thereby incurring any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior liability to the effective date thereofholders of Registrable Securities.

Piggyback Registration. If, at any time commencing after From the effective date of this Agreement until the Registration Statement and expiring five (5) years thereaftersecond anniversary of the issuance of the Shares to Buyer, if the Company proposes to register any of its securities file a registration statement under the Securities Act ("Registration Statement") with respect to an offering for its own account of any class of security (other than a registration statement on Form S-4 or S-8 or successor forms thereto or filed in connection with a merger an exchange offer or pursuant business combination or an offering of securities solely to Form S-4 or Form S-8 or successor form thereto) it will the Company's existing stockholders), then the Company shall in each case give written notice by registered mail, of such proposed filing to Buyer at least thirty (30) days prior before the anticipated filing date, and such notice shall offer Buyer the opportunity to the filing register such number of each such registration statement, to the Holders shares of Underlying Common Stock (and none of the Warrant Shares of its intention to do so. If any Shares) of the Holders Company as Buyer may request. Upon the written request of the Warrant Shares notify the Company Buyer made within twenty (20) days after mailing of any receipt of such notice of its or their desire to include any such securities in such proposed registration statementnotice, the Company shall afford such Holders use its best efforts to register the Underlying Common Stock on the Registration Statement, provided however, that if, in the written opinion of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the Company's managing underwriter or underwriters, if any, for said offering advises such offering, the inclusion of the Underlying Common Stock, when added to the securities being registered by the Company or the selling stockholder(s), 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 materially and adversely affecting the entire offering, the Company shall nevertheless register all or any portion of the Underlying Common Stock required to be so registered but such Underlying Common Stock shall not be sold by Buyer until one hundred and eighty (180) days after the registration statement for such offering has become effective and provided further that, if any securities are registered for sale on behalf of other stockholders in writing that in its opinion such offering and such stockholders have not agreed to defer such sale until the expiration of such one hundred and eighty (180) day period, the number of securities requested to be included sold by all stockholders in such registration exceeds the number which can public offering during such one hundred and eighty (180) period shall be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, apportioned pro rata among all such selling stockholders, including Buyer, according to the Holders total amount of Warrant Shares on the basis securities of the number of Underwriter's Warrant Shares requested to be registered Company owned by such Holderssaid selling stockholders, and (d) fourth, other securities requested to be included in such registrationincluding Buyer. Notwithstanding the provisions of this Section 9.2, Buyer agrees that the Company shall have may withdraw the right Registration Statement at any time after before it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw is declared effective by the same after the filing but prior to the effective date thereofSecurities and Exchange Commission.

Piggyback Registration. (a) If, at any time commencing after during the Effectiveness Period, there is not an effective date registration statement covering all of the Registration Statement Shares and expiring five (5) years thereafter, the Company proposes to register any of its securities Equity Securities under the Securities Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it an underwritten public offering of such shares of such Equity Securities, then the Company will promptly give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares Holder of its intention to do so. If Upon the request of any of the Holders of the Warrant Shares notify the Company Holder received within twenty ten (2010) days after mailing receipt of any such notice from the Company, the Company will, in each instance, cause such Holder’s Shares to be registered under the Securities Act and registered or qualified, as the case may be, under any state securities laws; provided, however, that the obligation to give such notice and to cause such registration shall not apply to any registration (i) on Form S-8 (or any successor form), (ii) of its solely a dividend reinvestment plan or their desire (iii) for the sole purpose of offering registered securities to include another Person in connection with the acquisition of assets or Equity Securities of such Person or in connection with a merger, consolidation, combination or similar transaction with such Person. (b) In connection with any such underwritten offering of securities in such proposed registration statementon behalf of the Company or any Stockholder, the Company shall afford such Holders not be required to include any Shares held by a Holder unless the Holder agrees to the reasonable and customary terms of the Warrant underwriting; provided, however, that (i) such Holder shall not be required to make any representation other than that it is the owner of the applicable Shares that are being included in the opportunity offering and that it has full power and authority to have transfer them pursuant such offering, and (ii) the total indemnification or other liability of such Holder thereunder shall be limited to the aggregate net cash proceeds received by such Holder from the sale of such Shares in such offering. (c) The Company will include in any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises effected pursuant to this Section 1.3 (i) first, securities offered to be sold by the Company and by any holder of demand registration rights that is exercising such rights in writing that connection with such registration, (ii) second, the Piggyback Shares, in its opinion each case pro rata based on the number of Shares held thereby (in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering), and (iii) third, any other securities requested to be included in such registration exceeds the number which can be sold (in such offering without causing a diminution quantity as will not, in the offering price or otherwise adversely affecting written opinion of the underwriters, jeopardize the success of the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof).

Piggyback Registration. If, (a) If the Company at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes for any reason to register any of its securities Primary Shares or Other Shares under the Securities Act (other than in connection with a merger or pursuant to on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor form forms thereto) )), it will shall give written notice by registered mail, at least thirty (30) days prior to the filing each Shareholder of each such registration statement, to the Holders of the Warrant Registrable Shares of its intention to do so. If any so register such Primary Shares or Other Shares at least 15 days before the initial filing of the Holders of registration statement related thereto and, upon the Warrant Shares notify request, delivered to the Company within twenty (20) 7 days after mailing delivery of any such notice by the Company, of its or their desire the Shareholders to include any such securities in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed registration statementto be included in such registration), the Company shall afford include all such Holders of the Warrant Registrable Shares the opportunity to have any that are requested by such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested Shareholders to be included in such registration exceeds on the number which can be same terms and conditions as the securities otherwise being sold in such offering without causing a diminution in registration; provided, however, that (x) with respect to the offering price or otherwise adversely affecting the offeringIPO, the Company will include Board, in its discretion, shall have the right to exclude all Shareholders from participating in such IPO or limit the participation by such Shareholders pro rata to a specified percentage of their respective Registrable Shares and (y) with respect to any registration (a) firstincluding the IPO), if the securities managing underwriter advises the Company proposes to sell, (b) second, that the securities held by the entities that made the demand for registration, (c) third, the Warrant inclusion of all Registrable Shares requested to be included in such registration which would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the opinion of following order: (i) first, the Primary Shares; (ii) second, the Registrable Shares (or, if necessary, such underwriter can be sold, Registrable Shares pro rata among the Holders of Warrant Shares on the basis of Shareholders thereof based upon the number of Underwriter's Warrant Registrable Shares requested to be registered by each such HoldersShareholder); and (iii) third, and the Other Shares (d) fourthor, other securities if necessary, such Other Shares pro rata among the Shareholders thereof based upon the number of Other Shares requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the registered by each Shareholder thereof or otherwise being registered). (b) The Company shall have the right at to terminate or withdraw any time after registration initiated by it shall have given written notice pursuant to under this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but 4 prior to the effective date thereofeffectiveness of such registration, whether or not any Shareholder has elected to include securities in such registration.

Piggyback Registration. If, at any time commencing after the Resale Shelf Registration Expiration Date, and while any Registrable Shares or Units are outstanding and a Registration Statement applicable to Holder under Sections 3(a), 3(b) or 3(c) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), for its own account, the Company shall give prompt written notice of such proposed filing to the Holders. The notice referred to in the preceding sentence shall offer Holder the opportunity to register such amount of Registrable Shares as each Holder may request (a “Piggyback Registration”). Subject to the provisions of Section 4 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith all Registrable Shares for which the Company has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of the such Piggyback Registration. If a Piggyback Registration Statement and expiring five (5) years thereafter, is an underwritten primary registration on behalf of the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that and the managing underwriter for said offering advises the Company in writing that in its opinion the total number of securities Common Shares requested to be included in such registration exceeds the number which of Common Shares that can be sold in such offering without causing a diminution in impairing the offering price pricing or otherwise adversely affecting the other commercial practicality of such offering, the Company will include in such registration in the following priority: (ai) first, the securities all Common Shares the Company proposes to sell, (bii) second, up to the securities held by the entities that made the demand for registration, (c) third, the Warrant full number of Common Shares requested to be included in such registration which by the holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to time, by and among Boston Properties, Inc. and such holders, and (iii) third, up to the full number of Common Shares requested to be included in such registration by the Holders and any other holders of Common Shares or of Units that may be exchanged for Common Shares who are parties to similar Registration Rights and Lock-Up Agreements with the Company (other than the Agreement referred to in clause (ii)), provided that, in the case of clauses (ii) and (iii) the number of Common Shares to be included will be based on the number of Common Shares that can be sold in the opinion of such managing underwriter can without adversely affecting the price range or probability of success of such offering. The number of Common Shares that the managing underwriter determines is available for purposes of clause (iii) shall be sold, allocated pro rata among the Holders of Warrant Shares and the other holders described in clause (iii) on the basis of the number of Underwriter's Warrant Common Shares requested to be registered included by such Holders, and (d) fourth, other securities requested to be included them in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If at any time commencing after 90 days following the date hereof and prior to two years following the date hereof, while any Registrable Shares or Units are outstanding, the Company (without any obligation to do so) proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock solely for cash pursuant to a "firm commitment" underwritten offering (other than a registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company, the Operating Partnership or subsidiaries of either, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act or any other "business combination" transaction), whether or not for its own account, the Company shall give prompt written notice of such proposed filing to the Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register all of the Registrable Shares of any requesting Holder (a "Piggyback Registration"). Subject to the provisions of Section 3 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith, all Registrable Shares for which the Company has received written requests for inclusion therein within 15 calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of the such Piggyback Registration. If a Piggyback Registration Statement and expiring five (5) years thereafter, is an underwritten primary registration on behalf of the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that and the managing underwriter for said offering advises the Company in writing that in its opinion the total number of securities shares of Common Stock requested to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration in the following priority: (ai) first, the securities all Common Stock the Company proposes to sell, and (bii) second, up to the securities held by the entities that made the demand for registration, (c) third, the Warrant full number of applicable Registrable Shares requested to be included in such registration which by any Holders, but only to the extent that, in the opinion of such underwriter managing underwriter, such number of Registrable Shares can be sold, pro rata among sold without adversely affecting the Holders price range or probability of Warrant Shares on the basis success of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registrationoffering. Notwithstanding the provisions of this Section 9.2foregoing, the Company shall have the right at not be obligated to take any time after it shall have given written notice action to effect any such registration, qualification or compliance pursuant to this Section 9.2 2(b)(i) in any particular jurisdiction in which either the Company or the Operating Partnership would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company or the Operating Partnership is already subject to service in such jurisdiction and except as may be required by the Securities Act, (irrespective ii) unless Holders holding at least 25% of whether the aggregate number of Units issued to the Holders as of the date hereof submit a written request request, in accordance with the procedures set forth above, for inclusion of any such securities shall have been made) to elect not the Company to file a Registration Statement relating to all of such Holders' Registrable Shares, or (iii) in connection with any such proposed offering of securities by the Company pursuant to its existing registration statement or to withdraw on Form S-3 (File No. 33-97794), as declared effective by the same after the filing but prior to the effective date thereofSEC on February 16, 1996.

Piggyback Registration. If, at any time commencing after the Resale Shelf ---------------------- Registration Expiration Date, and while any Registrable Shares or Units are outstanding and a Registration Statement applicable to Holder under Sections 3(a), 3(b) or 3(c) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), for its own account, the Company shall give prompt written notice of such proposed filing to the Holders. The notice referred to in the preceding sentence shall offer Holder the opportunity to register such amount of Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the provisions of Section 4 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith all Registrable Shares for which the Company has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of the such Piggyback Registration. If a Piggyback Registration Statement and expiring five (5) years thereafter, is an underwritten primary registration on behalf of the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that and the managing underwriter for said offering advises the Company in writing that in its opinion the total number of securities Common Shares requested to be included in such registration exceeds the number which of Common Shares that can be sold in such offering without causing a diminution in impairing the offering price pricing or otherwise adversely affecting the other commercial practicality of such offering, the Company will include in such registration in the following priority: (ai) first, the securities all Common Shares the Company proposes to sell, (bii) second, up to the securities held by the entities that made the demand for registration, (c) third, the Warrant full number of Common Shares requested to be included in such registration which by the holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to time, by and among Boston Properties, Inc. and such holders, and (iii) third, up to the full number of Common Shares requested to be included in such registration by the Holders and any other holders of Common Shares or of Units that may be exchanged for Common Shares who are parties to similar Registration Rights and Lock-Up Agreements with the Company (other than the Agreement referred to in clause (ii)), provided that, in the case of clauses (ii) and (iii) the number of Common Shares to be included will be based on the number of Common Shares that can be sold in the opinion of such managing underwriter can without adversely affecting the price range or probability of success of such offering. The number of Common Shares that the managing underwriter determines is available for purposes of clause (iii) shall be sold, allocated pro rata among the Holders of Warrant Shares and the other holders described in clause (iii) on the basis of the number of Underwriter's Warrant Common Shares requested to be registered included by such Holders, and (d) fourth, other securities requested to be included them in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If at any time commencing after during the effective date Term of the Registration Statement and expiring five (5) years thereafterthis Agreement, the Company proposes to register for sale for cash any of its securities under Common Stock, for its own account or for the Act account of others (other than the Holders), under the Securities Act on any form for registration thereunder (the “Registration Statement”), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger merger, acquisition, divestiture, reorganization or pursuant to Form S-4 or Form S-8 or successor form theretosimilar event, the Company shall promptly (and in no event less than twenty (20) it will give written notice by registered mail, at least thirty (30) calendar days prior to the filing of each such registration statement, Registration Statement) give written notice thereof to the Holders of (the Warrant Shares of its intention to do so“Company Notice”). If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire a Holder wishes to include any Registrable Securities as a Piggyback Registration in the subject Registration Statement, such securities in such proposed registration statementHolder shall provide written notice to the Company specifying the number of Registrable Securities desired to be included (an “Inclusion Notice”) within ten (10) calendar days of the date of the Company Notice (the “Inclusion Period”). Provided that, during the Inclusion Period, the Company receives Inclusion Notices requesting the Piggyback Registration of at least a majority of the Registrable Securities, the Company shall afford such Holders include as a Piggyback Registration all of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution Registrable Securities specified in the offering price or otherwise adversely affecting Inclusion Notices. Notwithstanding the offeringforegoing, the Company will include in may, without the consent of any of the Holders, withdraw such registration (a) first, Registration Statement prior to its becoming effective if the Company or such other shareholders have elected to abandon the proposal to register the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested proposed to be registered by such Holders, and (d) fourth, other securities requested to be included in such registrationthereby. Notwithstanding the provisions of this Section 9.2, the The Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not be obligated to file any such proposed registration statement or to withdraw and cause the same after the filing but prior to the effective date thereofeffectiveness of only one (1) Piggyback Registration.

Piggyback Registration. If, (a) If at any time commencing after the effective date IPO Closing Date the Company shall propose to file a Registration Statement under the Securities Act relating to a public offering of the Registration Statement and expiring five (5) years thereafter, Common Stock or other equity securities of the Company proposes to register any of its securities under the Act (other than in connection with an Excluded Registration) for the Company’s own account or for the account of any holder of the Company’s equity securities (other than any Holder), in each case, on a merger or pursuant registration form and in a manner that would permit the registration of Registrable Securities for sale to Form S-4 or Form S-8 or successor form theretothe public under the Securities Act, the Company shall (i) it will give written notice by registered mail, at least thirty (30) days ten Business Days prior to the filing of thereof to each such registration statementHolder, to specifying the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number approximate date on which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sellfile such Registration Statement and advising such Holder of its right to have any and all of the Registrable Securities of such Holder included among the securities to be covered thereby, subject to reduction in accordance with Section 6(b), and (ii) at the written request of any such Holder given to the Company within five Business Days after written notice from the Company has been given to such Holder, include among the securities covered by such Registration Statement the number of Registrable Securities which such Holder shall have requested to be so included, subject to reduction in accordance with Section 6(b). (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included Nothing in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares this Section 5 shall create any liability on the basis part of the number of Underwriter's Warrant Shares requested Company to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, any Holder if for any reason the Company shall have decide not to file, or to delay the right at any time after it shall have given written notice filing of, a Registration Statement proposed to be filed pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made5(a) to elect not to file any such proposed registration statement or to withdraw the same after such Registration Statement subsequent to the filing but prior thereof, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise; provided, however, that the Company shall not be relieved of its obligation hereunder to pay the effective date thereofRegistration Expenses in connection with any such filing or proposed filing.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5a) years thereafter, If the Company proposes to register any of its securities Shares under the Securities Act for sale for cash (other than in connection with a merger registration of Shares issuable pursuant to an employee share option, share purchase or similar plan or pursuant to Form S-4 a merger, amalgamation, exchange offer or Form S-8 or successor form thereto) it will a transaction of the type specified in Rule 145 of the Securities Act), the Company shall, each such time, give each Holder written notice by registered mail, of such proposed registration at least thirty (30) days prior to the filing of each such a registration statement, . At the written request of any Shareholder delivered to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty fifteen (2015) business days after mailing the receipt of the notice from the Company (any such notice request stating the number of its Registrable Securities that such holder wishes to sell or their desire distribute publicly under the registration statement proposed to include any such securities in such proposed registration statementbe filed by the Company), the Company shall afford such Holders shall, subject to the provisions of Clause 2.5, use its best efforts to cause to be registered all of the Warrant Shares the opportunity to have any Registrable Securities that each such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities holder has requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offeringregistered, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities provided that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration in full effected pursuant to this Section 9.2 Clause 2.3 without any obligation to any Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (irrespective b) In connection with any offering involving an underwriting of whether shares of the Company under this Clause 2.3, the Company shall not be required to include any of the Shareholders’ Shares in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the underwriter determines that market factors require a written request for inclusion limitation of the number of securities to be underwritten, the underwriter may (subject to the allocation priority set forth in the next sentence) exclude some or all of the Registrable Securities from such registration and underwriting. Notwithstanding anything to the contrary herein, if the underwriter determines in good faith that market factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first to the Company or to such Holder on whose behalf the Company proposes to effect the registration, then to any other Holder on a pro rata basis based on the total number of Class A Shares (on an as-converted basis) held by such Holder. If any Holder disapproves of the terms of any such securities shall have been made) to underwriting he may elect not to file any such proposed registration statement or to withdraw the same after the filing but prior therefrom by written notice to the effective date thereofCompany and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, Whenever the Company proposes to register the offer and sale of any shares of its securities Common Stock under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) 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), or (iii) in connection with a merger any dividend or pursuant distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Company, then the Company shall promptly give to Form S-4 or Form S-8 or successor form thereto) it will give each Holder written notice by registered mail, at least thereof (the “Registration Rights Notice”) (and in no event shall such notice be given less than thirty (30) calendar days prior to the filing of each such registration statement), and shall, subject to the Holders Section 3(d), include as a Piggyback Registration all of the Warrant Registrable Shares (including any Registrable Shares that are removed from the Long-Form Registration as a result of its intention to do so. If any of a requirement by the Holders of Staff) specified in a written request delivered by the Warrant Shares notify the Company Holder thereof within twenty (20) calendar days after mailing delivery to the Holder of any such written notice of its or their desire to include any such securities in such proposed registration statementfrom the Company. However, the Company shall afford may, without the consent of such Holders Holders, withdraw such registration statement prior to its becoming effective if the Company or such other selling stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that Company and the managing underwriter for said offering advises the Company and the Holders of Registrable Shares and any Other Holders in writing that in its reasonable and good faith opinion the number of securities requested shares of Common Stock proposed to be included in such registration or takedown, including all Registrable Shares and all other shares of Common Stock proposed to be included in such underwritten offering (including shares offered by Other Holders), exceeds the number of shares of Common Stock which can be sold in such offering without causing a diminution and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the offering price or otherwise adversely affecting per share of the Common Stock to be sold in such offering, the Company will shall include in such registration or takedown (ai) first, the securities shares of Common Stock that the Company proposes to sell, sell for its own account; and (bii) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares shares of Common Stock requested to be included in such registration which in therein by both the opinion Holders of such underwriter can be soldRegistrable Shares and Other Holders, allocated pro rata among the all Holders of Warrant Registrable Shares and Other Holders on the basis of the number of Underwriter's Warrant Registrable Shares requested and the number of shares of Common Stock owned by each such Holder or in such manner as they may otherwise agree; provided, that in any event, as between the Holders of Registrable Shares and the Other Holders, the Holders of Registrable Shares shall be entitled to register the offer and sale or distribute at least 45% of the shares of Common Stock to be registered included in any such registration or takedown. No Registrable Shares or shares of Common Stock owned by such Holders, and (d) fourth, other securities requested to Other Holders that are excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. Notwithstanding If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Shares therefrom by delivering a written notice to the Company and the underwriter. The Registrable Shares so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable Shares, a greater number of Registrable Shares held by other Holders of Registrable Shares may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Shares in the registration the right to include additional Registrable Shares pursuant to the terms and limitations set forth herein in the same proportion used above in determining the underwriter limitation. Except as set forth on Exhibit 1 annexed hereto, as at the date of this Agreement there are no Other Holders entitled to registration rights, and the granting of any further registration rights by the Company to any Other Holders shall be subject to the provisions of this Section 9.2, 3.2 of the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofStockholders Agreement.

Piggyback Registration. If, at any time commencing after If the effective date of the Registration Statement and expiring five (5) years thereafter, the Company Corporation proposes to register any of its securities file a registration statement under the Securities Act with respect to an offering of Common Stock for its own account or for the account of another Person (other than in connection with a merger registration statement on Form S-4 or S-8 or pursuant to Form S-4 Rule 415 (or Form S-8 any substitute form or successor form thereto) it will rule, respectively, that may be adopted by the Commission)), the Corporation shall give written notice by registered mail, at least thirty (30) days prior to the of such proposed filing of each such registration statement, to the Holders at the address set forth in the share register of the Warrant Shares Corporation as soon as reasonably practicable (but in no event less than 10 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register on the same terms and conditions such number of its intention to do soshares of Registrable Securities as such Holder may request (A PIGGYBACK REGISTRATION). If any of the Holders of the Warrant Shares notify the Company within twenty (20) Each Holder will have five business days after mailing receipt of any such notice of its or their desire to include notify the Corporation as to whether it wishes to participate in a Piggyback Registration; provided that should a Holder fail to provide timely notice to the Corporation, such Holder will forfeit any such securities rights to participate in the Piggyback Registration with respect to such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statementoffering. In the event that the managing underwriter for said offering advises registration statement is filed on behalf of a Person other than the Company Corporation, the Corporation will use its best efforts to have the shares of Registrable Securities that the Holders wish to sell included in writing that the registration statement. If the Corporation shall determine in its opinion sole discretion not to register or to delay the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the proposed offering, the Company will include in Corporation may, at its election, provide written notice of such registration determination to the Holders and (ai) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion case of such underwriter can a determination not to effect the proposed offering, shall thereupon be sold, pro rata among the Holders of Warrant Shares on the basis relieved of the number of Underwriter's Warrant Shares requested obligation to be registered by register such HoldersRegistrable Securities in connection therewith, and (dii) fourthin the case of a determination to delay a proposed offering, other securities requested shall thereupon be permitted to be included delay registering such Registrable Securities for the same period as the delay in such registrationrespect of the proposed offering. Notwithstanding As between the provisions of this Section 9.2Corporation and the Selling Holders, the Company Corporation shall have be entitled to select the right at Underwriters in connection with any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofPiggyback Registration.

Piggyback Registration. If, at any 2.1 Each time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes shall determine to register proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its securities under the Act by it or any of its security holders (other than in connection with a merger registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or pursuant other limited purpose form and expressly excluding a post-effective amendment to Form S-4 or Form S-8 or successor form thereto) it registration statement), the Company will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention determination to do soall record holders of Registrable Securities. If Upon the written request of a record holder of any of the Holders of the Warrant Shares notify the Company Registrable Securities given within twenty (20) 30 days after mailing the date of any such notice of its or their desire to include any such securities in such proposed registration statementfrom the Company, the Company shall afford such Holders will, except as herein provided, cause all Registrable Securities the registration of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities which is requested to be included in such registration exceeds statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. 2.2 If any registration pursuant to Section 2.1 is underwritten in whole or in part, the Company may require that the Registrable Securities included in the registration be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of the Public Offering, the inclusion of all of the Registrable Securities originally covered by requests for registration would reduce the number which can of shares to be sold in such offering without causing a diminution offered by the Company or interfere with the successful marketing of the shares offered by the Company, the number of Registrable Securities to be included in the Public Offering may be reduced pro rata, among the requesting holders thereof in proportion to the number of Registrable Securities included in their respective requests for registration. The Registrable Securities which are thus excluded from the underwritten Public Offering shall be withheld from the market by the holders thereof for a period which the managing underwriter reasonably determines is necessary in order to effect the Public Offering. If the managing underwriter of an public offering price or otherwise adversely affecting the of Common Shares requests that Registrable Securities be excluded from such offering, the Company will shall not be required to include any Registrable Securities in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofstatement.

Piggyback Registration. IfSubject to Section 9, if at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its equity securities under the Act Act, either for its own account or for the account of others (unless already covered by Section 2 hereof) or pursuant to a request under Section 4 hereof, in connection with the public offering of such equity securities solely for cash, on a registration form that would also permit the registration of Registrable Securities (other than registration statement on Form S-8 or any successor form, or a registration in connection with a merger any stock option, stock purchase or pursuant other benefit plan or for the purpose of offering such securities to Form S-4 another business entity or Form S-8 the shareholders of such entity in connection with the acquisition of assets or successor form thereto) it will shares of capital stock, respectively, of such entity), the Company shall, each such time, promptly give each Holder written notice by registered mail, at least of such proposal (a "Piggyback Registration Notice"). Within thirty (30) days prior after the Piggyback Registration Notice is given, the Holders shall give notice as to the filing number of each shares of Registrable Securities, if any, which such Holders request be registered simultaneously with such registration statement, by the Company ("Piggyback Registration"). The Company shall use its best efforts to include any Registrable Securities in such registration statement (or in a separate registration statement concurrently filed) which the Holders of thereof request to be so included and to cause such registration statement to become effective with respect to such Registrable Securities in accordance with the Warrant Shares registration procedures set forth in Section 5 hereof. Notwithstanding the foregoing, if at any time after giving written notice of its intention to do so. If any register equity securities and before the effectiveness of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any registration statement filed in connection with such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford such Holders of the Warrant Shares the opportunity determines for any reason either not to have any such Warrant Shares registered under effect such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested or to be included in delay such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offeringregistration, the Company will include may, at its election, by delivery of prior written notice to each Holder, (i) in the case of a determination not to effect registration, relieve itself of its obligation to register the Registrable Securities in connection with such registration or (aii) first, in the securities the Company proposes case of a determination to sell, (b) second, the securities held by the entities that made the demand for delay registration, (c) third, delay the Warrant Shares requested to be included in registration of such registration which Registrable Securities for the same period as the delay in the opinion registration of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included equity securities. Each Holder requesting inclusion in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice a registration pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of 3 may, at any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to time before the effective date thereofof the registration statement relating to such registration, revoke such request by delivering written notice of such revocation to the Company (which notice shall be effective only upon receipt by the Company, notwithstanding the provisions of Section 18 hereof); provided, however, that if the Company, in consultation with its financial and legal advisors, determines that such revocation would require a recirculation of the prospectus contained in the registration statement, then such Holder shall have no right to revoke its request.

Piggyback Registration. If(i) If the Company proposes to file a registration statement under the Securities Act with respect to an underwritten offering of equity securities (A) for the Company's own account or (B) for the account of any of the holders of its equity securities, at then the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in no event less than 20 business days before the anticipated filing date), and such notice shall offer such Holder the opportunity to register such number of shares of Registrable Securities as such Holder may request on the same terms and conditions as the Company's or such holder's equity securities (a "Piggyback Registration"). Each Holder desires to have its Registrable Securities included in such registration statement, shall so advise the Company in writing (stating the number of shares of Common Stock desired to be registered) within 15 business days after the date of such notice from the Company. Any Holder shall have the right to withdraw such request for inclusion of such Holder's Registrable Securities in any time commencing after registration statement pursuant to this section by giving written notice to the Company of such withdrawal prior to the effective date of the Registration Statement and expiring five (5Statement. Subject to Section 2(c)(ii) years thereafter, the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statementbelow, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under include in such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities statement all such Registrable Securities requested to be included in therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration exceeds if it shall at the same time withdraw or cease proceeding with the registration of all other securities originally proposed to be registered. (ii) Notwithstanding anything contained herein, if the managing Underwriter of an offering described in Section 2(c)(i) above delivers a written opinion to the Company that marketing considerations require a limitation on the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offeringof shares offered pursuant to any registration statement, then the Company will shall include in such registration (aA) first, the securities being offered for the Company proposes to sellaccount of the Company, and (bB) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares number of Registrable Securities requested to be included in such registration which that, in the opinion of such underwriter Underwriter, can be sold, pro rata among by the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofHolder.

Piggyback Registration. If(a) If the Company, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereaftertime, the Company proposes for any reason to register any of its securities Securities (in any event either for its own account or for the account of other security holders) under the Securities Act (other than in connection with a merger or pursuant to on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor form forms thereto) )), it will shall give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Stockholder that holds Registrable Shares of its intention to do so. If any so register such Securities at least 30 days before the initial filing of the Holders of registration statement related thereto and, upon the Warrant Shares notify request, delivered to the Company within twenty (20) 20 days after mailing delivery of any such notice by the Company, of its or their desire each such Stockholder to include any such securities in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed registration statementto be included in such registration), the Company shall afford use its best efforts to cause all such Holders of the Warrant Registrable Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds on the number which can be same terms and conditions as the Securities otherwise being sold in such offering without causing a diminution in registration; provided, however, that if the offering price or otherwise adversely affecting the offeringmanaging underwriter, if any, advises the Company will include in such registration (a) first, that the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant inclusion of all Primary Shares and Registrable Shares requested to be included in such registration which in would interfere with the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis successful marketing (including pricing) of the number shares of Underwriter's Warrant Shares requested Common Stock proposed to be registered by such Holdersthe Company, then the number of Primary Shares, Registrable Shares and (d) fourth, other securities requested Other Shares proposed to be included in such registration. Notwithstanding registration shall be included in the provisions order set forth below: (i) first, the Primary Shares; (ii) second, the Registrable Shares owned by Stockholders requesting that their Registrable Shares be included in such registration pursuant to the terms of this Section 9.25.2, pro rata based upon the number of Registrable Shares owned by each such Stockholder at the time of such registration; and (iii) third, the Company shall have the right at any time after it shall have given written notice Other Shares. (b) No registration effected pursuant to this Section 9.2 (irrespective 5.2 shall relieve the Company of whether a written its obligation to effect any registration upon request for inclusion of under Section 5.1, nor shall any such securities shall registration under this Section 5.2 be deemed to have been madeeffected pursuant to Section 5.1. The Company will pay all expenses of registration in connection with each registration pursuant to this Section 5.2. (c) The number of requests permitted by the applicable Stockholders pursuant to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofthis Section 5.2 shall be unlimited.

Piggyback Registration. If, 3.1. If at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any (including for this purpose a registration effected by the Company for shareholders of its the Company other than the Holders) securities under the Securities Act (other than in connection with a merger the public offering solely for cash on Form S-▇, ▇-▇ or pursuant to Form S-4 S-3 (or Form S-8 any replacement or successor form thereto) it will forms), the Company shall promptly give each Holder of Registrable Securities written notice by registered mail, at least thirty of such registration (30) days prior to a “Piggyback Registration”). Upon the filing written request of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company Holder given within twenty (20) days after mailing following the date of any such notice of its or their desire to include any such securities in such proposed registration statementnotice, the Company shall afford cause to be included in such Holders of the Warrant Shares the opportunity registration statement and use its best efforts to have any such Warrant Shares be registered under the Securities Act all the Registrable Securities that each such Holder shall have requested to be registered. The Company shall have the absolute right to withdraw or cease to prepare or file any registration statementstatement for any offering referred to in this Section 3 without any obligation or liability to any Holder. 3.2. In If the event that the managing underwriter for said offering advises Underwriters’ Representative or Agent shall advise the Company in writing that (with a copy to each Selling Holder) that, in its opinion opinion, the number amount of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in would materially adversely affect such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, or the timing thereof, then the Company will include in such registration (a) firstregistration, to the securities extent of the amount and class which the Company proposes is so advised can be sold without such material adverse effect in such offering: First, all securities proposed to sell, (b) be sold by the Company for its own account; second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares Registrable Securities requested to be included in such registration which by Holders pursuant to this Section 3, and all other securities being registered pursuant to the exercise of contractual rights comparable to the rights granted in the opinion of such underwriter can be soldthis Section 3, pro rata among the Holders of Warrant Shares based on the basis of estimated gross proceeds from the number of Underwriter's Warrant Shares requested to be registered by such Holders, sale thereof; and (d) fourth, third all other securities requested to be included in such registration. 3.3. Notwithstanding the provisions Except as set forth in Section 3.2, each Holder shall be entitled to have its Registrable Securities included in an unlimited number of this Section 9.2, the Company shall have the right at any time after it shall have given written notice Piggyback Registrations pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof3.

Piggyback Registration. If, (a) If at any time commencing after the effective date completion of the Registration Statement and expiring five (5) years thereafter, First Public Offering the Company proposes to register any of its securities Company Securities under the Securities Act (other than (i) a Shelf Registration, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown will be subject to this Section 2.02, or (ii) a registration on Form S-8, F-4 or S-4, or any successor or similar forms, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a merger direct or pursuant to Form S-4 indirect acquisition by the Company of another Person), whether or Form S-8 or successor form thereto) it will not for sale for its own account, the Company shall each such time give written prompt notice by registered mail, at least thirty (30) days ten Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within five Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration statementunder the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the Holders extent required to permit the disposition of the Warrant Shares Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Company or the Requesting Shareholders, as applicable, and (B) if, at any time after giving notice of its intention to do so. If register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any registration statement filed in connection with such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford determine for any reason not to register such Holders securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Warrant Shares Company of its obligations to effect a Demand Registration to the opportunity extent required by Section 2.01 or a Shelf Registration to have the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. (b) If a Piggyback Registration involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such Warrant Shares registered under such registration statement. In the event that offering set forth in Section 2.01(e) shall apply) and the managing underwriter for said offering advises the Company in writing that that, in its opinion view, the number of securities Shares that the Company and such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Company Securities proposed to be registered for the account of the Company (or, if such registration is pursuant to a demand by a Person that is not a Shareholder, for the account of such other Person) as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in by any Shareholders pursuant to this Section 2.02 (allocated, if necessary for the offering price or otherwise adversely affecting not to exceed the offeringMaximum Offering Size, pro rata among such Shareholders on the Company will include in such registration (a) first, basis of the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares relative number of shares of Registrable Securities so requested to be included in such registration which in the opinion of such underwriter can be soldby each), pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested and (iii) third, any securities proposed to be registered by for the account of any other Persons with such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, priorities among them as the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofdetermine.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (cd) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of UnderwriterRepresentative's Warrant Shares requested to be registered by such Holders, and (de) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, If the Company proposes to register any of its securities file a registration statement under the Securities Act with respect to an offering (a "Proposed Offering") of common equity securities for the Company's own account or for the account of other shareholders of the Company (other than in connection with a merger registration statement on Form S-4 or S-8 or pursuant to Form S-4 Rule 415 (or Form S-8 any substitute form or successor form thereto) it will rule, respectively, that may be adopted by the Commission)), the Company shall give written notice of such proposed filing to each Shareholder as soon as reasonably practicable (but in no event less than ten business days before the anticipated filing date), and such notice shall offer each Shareholder the opportunity to register such number of shares of Registrable Securities held by registered mail, at least thirty such Shareholder as such Shareholder may request on the same terms and conditions as the Company's Common Stock (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do soa "Piggyback Registration"). If any of the Holders of the Warrant Shares notify the Company within twenty (20) Each Shareholder will have five business days after mailing receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, notify the Company shall afford such Holders of the Warrant Shares the opportunity as to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company whether it wishes to participate in writing that in its opinion a Piggyback Registration and, if so, the number of securities requested Registrable Securities proposed to be included in such registration exceeds offering; provided that should any Shareholder fail to provide timely notice to the number which can be sold in Company, such offering without causing a diminution Shareholder will forfeit any rights to participate in the offering price Piggyback Registration with respect to such proposed offering. If the Company shall determine in its sole discretion not to register or otherwise adversely affecting to delay the offeringProposed Offering, the Company will include in may, at its election, provide written notice of such registration (a) first, determination to the securities the Company proposes Shareholders who have provided timely notice of their intention to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which participate in the opinion Piggyback Registration and (i) in the case of such underwriter can a determination not to effect the Proposed Offering, shall thereupon be sold, pro rata among the Holders of Warrant Shares on the basis relieved of the number of Underwriterobligation to register such Shareholder's Warrant Shares requested to be registered by such HoldersRegistrable Securities in connection therewith, and (dii) fourthin the case of a determination to delay a Proposed Offering, other securities requested shall thereupon be permitted to be included delay registering such Shareholder's Registrable Securities for the same period as the delay in respect of Common Stock being registered for the Company's account; provided that such registration. Notwithstanding delay will not prevent the Shareholder from exercising their right to request a Demand Registration subject to the provisions of this Section 9.2, the 2.1. The Company shall have be entitled to select the right at Underwriters in connection with any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofPiggyback Registration.

Piggyback Registration. If, If the Company at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register file a registration statement with respect to any of its securities under the Act equity securities, whether for its own account (other than a registration statement on Form S-4 or S-8 (or any successor or substantially similar form), or in connection with a merger (A) an employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to Form S-4 any such plan, or Form S-8 (B) a dividend reinvestment plan) (any of the foregoing, a “Company Registration”), or successor form thereto) it will for the account of a holder of securities of the Company pursuant to demand registration rights granted by the Company (a “Requesting Securityholder” and, such registration, a “Requesting Securityholder Registration”), then the Company shall in each case give written notice by registered mail, of such proposed filing to all Holders of Registrable Securities at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing before the anticipated filing date of any such registration statement by the Company, and such notice of its or their desire shall offer to include any such securities in such proposed registration statement, the Company shall afford such all Holders of the Warrant Shares the opportunity to have any or all of the Registrable Securities held by such Warrant Shares registered under Holders included in such registration statement. In Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 2.2 shall so advise the event that Company in writing within ten (10) days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Securities so requested to be included therein. If the Registration Statement relates to an Underwritten Offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriter, as provided herein. Any Holder shall have the right to withdraw a request to include its Registrable Securities in any public offering pursuant to this Section 2.2 by giving written notice to the Company of its election to withdraw such request at least ten (10) Business Days prior to the effective date of such Registration Statement. Notwithstanding the foregoing, if the managing underwriter for said of any such proposed public offering advises the Company in writing that in its opinion the number total amount or kind of securities requested which the Holders of Registrable Securities, the Company and any other persons or entities intended to be included in such registration exceeds proposed public offering is sufficiently large or of a type which such managing underwriter believes would adversely affect the number which can success of such proposed public offering, then the amount or kind of securities offered for the account of the following groups of holders shall be sold reduced pro rata among members of such group in accordance with such offering without causing a diminution managing underwriter’s recommendation in the offering price or otherwise adversely affecting following order of priority: (i) if a registration under this Section 2.2 is a Company Registration, then the offeringorder of priority shall be (with the securities to be reduced first listed first) (A) subject to the provisions of Section 2.8 hereof, Registrable Securities and securities other than Registrable Securities, on a pro rata basis, and (B) securities offered by the Company; (ii) if a registration under this Section 2.2 is a Requesting Securityholder Registration (and the Requesting Securityholder is not a Holder), then the order of priority shall be (with the securities to be reduced first listed first) (A) Registrable Securities (other than securities of the Requesting Securityholder), (B) securities offered by the Company and (C) securities of the Requesting Securityholder; and (iii) if a registration under this Section 2.2 is a Requesting Securityholder Registration made pursuant to Section 2.1 hereof, then the order of priority shall be as set forth in Section 2.1(c). Anything to the contrary in this Agreement notwithstanding, the Company will include may withdraw or postpone a Registration Statement referred to in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right 2.2 at any time before it becomes effective or withdraw, postpone or terminate the offering after it shall have given written notice becomes effective, without obligation to any Holder of Registrable Securities, unless such registration statement was filed pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof2.1 hereof.

Piggyback Registration. If, (i) If the Company at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes for any reason to register any of its securities Common Stock held by Apollo under the Securities Act (other than in connection with a merger or pursuant to the IPO or on Form S-4 or Form S-8 promulgated under the Securities Act or any successor form forms thereto) pursuant to a Demand Registration under Section 3(a) or Section 3(f), it will shall promptly give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares Historic Holder of its intention to do so. If any of register Common Stock and, upon the Holders of the Warrant Shares notify the Company written request, given within twenty (20) 15 days after mailing delivery of any such notice by the Company, of its or their desire any Historic Holder to include any such securities in such registration Registrable Securities (which request shall specify the number of Registrable Securities proposed registration statementto be included in such registration, which amount shall not exceed such Historic Holder’s Proportionate Percentage), subject to Section 3(g), the Company shall afford cause all such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested Registrable Securities to be included in such registration exceeds on the number which can be same terms and conditions as the Common Stock otherwise being sold in pursuant to such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, Demand Registration. (ii) If the Company will at any time proposes for any reason to register Common Stock under the Securities Act (other than pursuant to the IPO or on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) other than pursuant to a Demand Registration under Section 3(a) or Section 3(f), it shall promptly give written notice to each Stockholder of its intention to register Common Stock and, upon the written request, given within 15 days after delivery of any such notice by the Company, of any Stockholder to include in such registration Registrable Securities (a) firstwhich request shall specify the number of Registrable Securities proposed to be included in such registration, which amount shall not exceed its Company Proportionate Percentage), subject to Section 3(g), the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested shall cause all such Registrable Securities to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of same terms and conditions as the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice Common Stock otherwise being sold pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofregistered offering.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, If the Company proposes for any reason ---------------------- to register any of its securities Primary Shares (as hereinafter defined) under the Securities Act (other than in connection with a merger or pursuant to on Form S-4 or Form S-8 promulgated under the Securities Act or any successor form forms thereto) it will by filing a registration statement with the Securities and Exchange Commission (the "Commission") and such registration, together with any prior registration(s) of Primary Shares (as hereinafter defined) (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), would cause the Company to have registered in excess of $3,000,000 of Primary Shares (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), then the Warrantholders shall be entitled to piggyback registration rights, as set forth herein, with respect to such registration and all subsequent registrations of Primary Shares or Other Shares (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto). If the Company proposes for any reason to register Primary Shares or Other Shares, and such registration is a registration as to which the Warrantholders have piggyback registration rights pursuant to the previous sentence, the Company shall promptly give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares Warrantholders of its intention to do so. If any of so register such Primary Shares or Other Shares and, upon the Holders of the Warrant Shares notify written request, delivered to the Company within twenty (20) 15 days after mailing delivery of any such notice by the Company, of its or their desire the Warrantholders to include any such securities in such registration Warrant Securities (which request shall specify the number of Warrant Securities proposed registration statementto be included in such registration), the Company shall afford use its commercially reasonable best efforts to cause all such Holders Warrant Securities of the Warrant Shares the opportunity Warrantholders delivering such notice to have any such Warrant Shares registered under be included in such registration statement. In on the event same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter underwriter, if any, for said the offering advises the Company in writing that in its opinion the number inclusion of securities all Warrant Securities requested to be included in such registration exceeds would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by the Company, then the number which can of Primary Shares, Warrant Securities and Other Shares proposed to be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include included in such registration shall be included in the following order: (ai) if the Company proposes to register Primary Shares: (A) first, the securities the Company proposes to sell, Primary Shares; and (bB) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Securities and Other Shares requested to be included in such registration which in (or, if necessary, such Warrant Securities and Other Shares pro rata among the opinion holders thereof based upon the number of Warrant Securities and Other Shares requested by each such holder); or (ii) if the Company proposes to register Other Shares pursuant to a request for registration by the holders of such underwriter can Other Shares: (A) first, the Other Shares held by the parties demanding such registration; (B) second, the Warrant Securities and Other Shares (other than shares registered pursuant to Section 11(b)(ii)(A) hereof) requested to be soldregistered by the holders thereof (or, if necessary, pro rata among the Holders of Warrant Shares holders thereof based on the basis of the number of Underwriter's Warrant Securities and Other Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.holders); and

Piggyback Registration. If, If at any time commencing after the effective date expiration of the Registration Statement and expiring five (5) years thereafterany applicable lock-up period to which a Holder’s shares are subject, if any, the Company proposes to register file a registration statement (or a prospectus supplement pursuant to a then-existing shelf registration statement) under the Securities Act with respect to a proposed underwritten equity offering by the Company for its own account or for the account of any of its securities under the Act (respective securityholders of any class of security other than a registration statement on Form F-4 or S-8 (or any substitute form that may be adopted by the Commission) filed in connection with an exchange offer, an offering of securities solely to the Company’s existing securityholders or the adoption of a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will long term incentive plan, then the Company shall give written notice by registered mail, at least thirty (30) days prior to the of such proposed filing of each such registration statement, to the Holders of Registrable Securities as soon as practicable (but in no event less than 10 days before the Warrant Shares of its intention to do so. If any anticipated filing date of the Holders applicable preliminary prospectus or, if applicable, prospectus supplement; provided that in the case of the Warrant Shares notify the Company within twenty a “bought deal” or an offering in which there is no (20or very limited) days after mailing of any marketing, such notice of its or their desire to include any shall be given at least seven days before pricing, and such securities in such proposed registration statement, the Company notice shall afford offer such Holders of the Warrant Shares the opportunity to have any register such Warrant Shares registered under number of shares of Registrable Securities as each such registration statementHolder may request (a “Piggyback Registration”). In the event that The Company shall use commercially reasonable efforts to cause the managing underwriter for said or underwriters of a proposed underwritten offering advises to permit the Company in writing that in its opinion the number of securities Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested Piggyback Registration to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis same terms and conditions as any similar securities of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be Company included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereoftherein.

Piggyback Registration. If(a) Subject to Section 4.6 hereof, if, at any time commencing after while there still remain Registrable Securities, the effective date of Company is no longer eligible to use or, notwithstanding its obligations under Section 4.1(a), otherwise the Registration Statement and expiring five (5) years thereafteris not effective, the Company proposes to register any of its securities file a new registration statement under the Securities Act with respect to an offering of Common Stock for (i) the Company’s own account (other than in connection with a merger or pursuant to registration statement on Form S-4 or Form S-8 (or successor any substitute form theretothat may be adopted by the Commission) it will or with respect to a Company dividend reinvestment plan) or (ii) the account of any holder of Common Stock (other than the Holders), then the Company shall give written notice by registered mail, at least thirty (30) days prior to the of such proposed filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within as soon as reasonably practicable (but in no event less than twenty (20) days Business Days before the anticipated filing date of such new registration statement). Upon a written request, given by Holders to the Company within ten (10) Business Days after mailing delivery of any such notice of its or their desire by the Company, to include any such securities Registrable Securities in such Registration and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting (which request shall specify the number of Registrable Securities proposed to be included in such new registration statement if such registration statement is not a “pay as you go” Automatic Shelf Registration Statement), the Company shall, subject to Section 4.6 hereof, include all such requested Registrable Securities in such new registration statement on the same terms and conditions as applicable to the Company’s or such holder’s Common Stock (a “Piggyback Registration”). Notwithstanding the foregoing, if at any time after giving written notice of such proposed filing and prior to the effective date of such new registration statement, the Company or such holders shall afford determine for any reason not to proceed with the proposed filing of the new registration statement, then the Company may, at its election, give written notice of such determination to the Holders and, thereupon, will be relieved of its obligation to Register any Registrable Securities in connection with such new registration statement. (b) The Holders of Registrable Securities shall be permitted to withdraw all or any part of their shares from any Piggyback Registration at any time on or before the second (2nd) Business Day prior to the planned effective date of such Piggyback Registration, except as otherwise provided in any written agreement with the Company’s underwriter(s), if any, establishing the terms and conditions under which such Holders would be obligated to sell such securities in such Piggyback Registration. (c) If a Piggyback Registration is an underwritten offering on behalf of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that Company, and the managing underwriter for said offering advises underwriter(s) advise the Company in writing that in its or their reasonable opinion the number of securities proposed to be included in such registration exceeds the Underwriters’ Maximum Number, then the Company shall include in such registration (i) first, the number of securities proposed to be offered by the Company, (ii) second, the number of securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with Section 4.2(a), pro rata on the basis of the aggregate number of Registrable Securities requested to be included by each such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration Holder and (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (ciii) third, any other securities that have been requested to be so included by any other person. (d) If a Piggyback Registration is an underwritten offering on behalf of a holder of Company securities other than Holders, and the Warrant Shares requested managing underwriter(s) advise the Company that in its or their reasonable opinion the number of securities proposed to be included in such registration which exceeds the Underwriters’ Maximum Number, then the Company shall include in such registration (i) first, the opinion number of securities requested to be included therein by the holder(s) originally requesting such underwriter can registration, (ii) second, the number of securities proposed to be soldoffered by the Company, (iii) third, the number of securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with Section 4.2(a), pro rata among the Holders of Warrant Shares on the basis of the aggregate number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities Registrable Securities requested to be included in by each such registration. Notwithstanding the provisions of this Section 9.2Holder and (iv) fourth, any other securities that have been requested to be so included by any other person. (e) In any Piggyback Registration that is an underwritten offering, the Company shall have the right at to select the managing underwriter(s) for such registration provided such managing underwriter(s) shall be acceptable to the Holders. (f) The Company shall not grant to any time after it shall have given written notice Person the right to request the Company to register any shares of Company securities in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.2. (g) If the Company has previously filed a registration statement with respect to Registrable Securities pursuant to this Section 9.2 (irrespective of whether a written request for inclusion 4.2, and if such previous registration has not been withdrawn or abandoned, the Company will not file or cause to be effected any other registration of any of its Registrable Securities (except on Forms S 4 or S 8 or any similar or successor forms), whether on its own behalf or at the request of any holder or holders of such securities shall have been madesecurities, until a period of at least six (6) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to months has elapsed from the effective date thereofof such previous registration, unless the Holders otherwise agree in writing.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Representatives' Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, (a) If at any time, and from time commencing after to time, the effective Company proposes to— (A) file a registration statement under the Securities Act with respect to an underwritten offering of Common Stock of the Company or any securities convertible or exercisable into Common Stock of the Company (other than with respect to a registration statement (i) on Form S-8 or any successor form thereto, (ii) on Form S-4 or any successor form thereto or (iii) another form not available for registering the Registrable Securities for sale to the public), whether or not for its own account; or (B) conduct an underwritten offering constituting a “takedown” of a class of Common Stock or any securities convertible or exercisable into Common Stock registered under a shelf registration statement previously filed by the Company; the Company shall give written notice (the “Piggyback Notice”) of such proposed filing or underwritten offering to the Holders at least ten (10) Business Days before the anticipated filing date (provided that in the case of a “bought deal,” “registered direct offering” or “overnight transaction” (a “Bought Deal”), such Piggyback Notice shall be given not less than two (2) Business Days prior to the expected date of commencement of marketing efforts. Such notice shall include the Registration Statement number and expiring class of securities proposed to be registered or offered, the proposed date of filing of such registration statement or the conduct of such underwritten offering, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the front cover page of such registration statement (or, in the case of an Underwritten Offering, would appear on the front cover page of a registration statement), and shall offer the Holders the opportunity to register such amount of Registrable Securities as each Holder may request on the same terms and conditions as the registration of the Company’s and/or the holders of other securities of the Company securities, as the case may be (a “Piggyback Offering”). Subject to Section 8(b), the Company will include in each Piggyback Offering all Registrable Securities for which the Company has received written requests for inclusion within five (5) years thereafterBusiness Days after the date the Piggyback Notice is given (provided that in the case of a Bought Deal, such written requests for inclusion must be received within two (2) Business Days after the Company proposes to register any date the Piggyback Notice is given); provided, however, that in the case of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such a registration statement, such Registrable Securities are not otherwise registered pursuant to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities an existing and effective Shelf Registration Statement under this Agreement, but in such proposed registration statementcase, the Company shall afford include such Holders Registrable Securities in such underwritten offering if the Shelf Registration Statement may be utilized for the offering and sale of the Warrant Shares Registrable Securities requested to be offered; provided further, however that, in the opportunity to have any such Warrant Shares registered case of an underwritten offering in the form of a “takedown” under such a shelf registration statement. In , such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the event that offering and sale of the Registrable Securities requested to be offered. (b) The Company will cause the managing underwriter for said or underwriters of the proposed offering to permit the Holders that have requested Registrable Securities to be included in the Piggyback Offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advises the Company and the selling Holders in writing that that, in its opinion view, the number total amount of securities that the Company, such Holders and any other holders entitled to participate in such offering (“Other Holders”) propose to include in such offering is such as to materially adversely affect the success of such underwritten offering, then: (A) if such Piggyback Offering is an underwritten primary offering by the Company for its own account, the Company will include in such Piggyback Offering: (i) first, all securities to be offered by the Company; (ii) second, up to the full amount of securities requested to be included in such registration exceeds Piggyback Offering by the number which can Holders; and (iii) third, up to the full amount of securities requested to be sold included in such Piggyback Offering by all Other Holders; (B) if such Piggyback Offering is an underwritten secondary offering without causing for the account of Other Holders exercising “demand” rights (including pursuant to a diminution in the offering price or otherwise adversely affecting the offeringDemand Registration Request), the Company will include in such registration registration: (ai) first, all securities of the securities the Company proposes Other Holder exercising “demand” rights (including pursuant to sell, (ba Demand Registration Request) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in therein; (ii) second, up to the opinion full amount of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding Piggyback Offering by the provisions Holders entitled to participate therein, allocated pro rata among such Holders on the basis of this Section 9.2the amount of securities requested to be included therein by each such Holder; (C) third, up to the full amount of securities proposed to be included in the registration by the Company; and (D) fourth, up to the full amount of securities requested to be included in such Piggyback Offering by the Other Holders entitled to participate therein, allocated pro rata among such Other Holders on the basis of the amount of securities requested to be included therein by each such Other Holder; such that, in each case, the Company shall have total amount of securities to be included in such Piggyback Offering is the right full amount that, in the view of such managing underwriter, can be sold without materially adversely affecting the success of such Piggyback Offering. (c) If at any time after it shall have given written notice giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to this Section 9.2 the Piggyback Offering, the Company determines for any reason not to register or delay the registration of the Piggyback Offering, the Company may, at its election, give notice of its determination to all Holders, and in the case of such a determination, will be relieved of its obligation to register any Registrable Securities in connection with the abandoned or delayed Piggyback Offering, without prejudice. (irrespective d) Any Holder of whether Registrable Securities requesting to be included in a written Piggyback Offering may withdraw its request for inclusion of any such securities shall have been madeby giving written notice to the Company, at least three (3) to elect not to file any such proposed registration statement or to withdraw the same after the filing but Business Days prior to the effective anticipated Effective Date of the Registration Statement filed in connection with such Piggyback Offering, or in the case of a Piggyback Offering constituting a “takedown” off of a shelf registration statement, at least three (3) Business Days prior to the anticipated date thereofof the filing by the Company under Rule 424 of a supplemental prospectus (which shall be the preliminary supplemental prospectus, if one is used in the “takedown”) with respect to such offering, of its intention to withdraw from that registration; provided, however, that (i) the Holder’s request be made in writing and (ii) the withdrawal will be irrevocable and, after making the withdrawal, a Holder will no longer have any right to include its Registrable Securities in that Piggyback Offering.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement February 26, 2000, and expiring five (5) years thereafteron the Expiration Date, the Company proposes to register any of its securities securities, not registered on the date hereof, under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form theretoS-8) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrants and/or the Warrant Shares of its intention to do so. If any of the Holders of the Warrants and/or Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrants and/or Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its the underwriter's opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrants and/or Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrants and/or Warrant Shares on the basis of the number of Underwriter's Warrants and/or Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. IfTo the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, at any time commencing after the effective date or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period of the Registration Statement and expiring five (5) years thereafter, from the Company proposes to register any commencement of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders sales of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statementoffering, the Company shall afford give written notice of such Holders proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the Warrant Shares proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to have any register the sale of such number of shares of Warrant Shares as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds and shall use its commercially reasonable efforts to cause the number which can be sold in such managing underwriter or underwriters of a proposed underwritten offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, permit the Warrant Shares requested to be included in such registration which in a Piggyback Registration on the opinion same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such underwriter can be sold, pro rata among the Holders of Warrant Shares on in accordance with the basis intended method(s) of distribution thereof. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the number of Underwriter's Warrant Shares underwriter or underwriters selected for such Piggyback Registration. Furthermore, each Holder must provide such information as reasonably requested by the Company (which information shall be limited to be registered by such Holdersthat which is required for disclosure under the Securities Act and the forms, rules and (dregulations promulgated thereunder) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, registration statement timely or the Company shall have may elect to exclude such Holder from the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofstatement.

Piggyback Registration. If, at any time commencing after During the effective date of period beginning ______ (__) months following the Registration Statement Effective Date and expiring five ending twenty-four (524) years thereaftermonths following the Effective Date (the "Piggyback Period"), the Company proposes to register any of its securities under will notify the Act (other than Holders in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, writing at least thirty (30) days prior to filing its first registration statement under the filing Securities Act during the Piggyback Period for purposes of each effecting a public offering of the Company's common stock whether or not for its own account (excluding any registration statement on Form S-8 or Form S-4 or any successor forms) and will afford the Holder(s) an opportunity to include in such registration statement, to the Holders statement all or any part of the Warrant Shares of its intention Registrable Securities not previously sold by the Holder(s), subject to do sounderwriter's cutbacks, if any, pursuant to Section 1.02(b) below. If a Holder desires to include in any such registration statement all or any part of the Holders of the Warrant Shares notify the Company such Registrable Securities, such Holder will, within twenty (20) days after mailing receipt of any such the foregoing notice from the Company, so notify the Company in writing. The Holder's notice will inform the Company of its or their desire the number of shares the Holder wishes to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company Notwithstanding anything in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.21.02 to the contrary, the Company shall have the right if at any time after it shall have given giving written notice pursuant of its intention to this Section 9.2 (irrespective of whether a written request for inclusion of register any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to all Holders and thereupon shall be relieved of its obligations to register any Registrable Securities in connection with such abandoned registration without prejudice to the rights of Holders under this Section 1.02.

Piggyback Registration. If, at any time commencing after the ---------------------- effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the ----- ------ securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in ----- the opinion of such underwriter can be sold, pro rata among the Holders of --- ---- Warrant Shares on the basis of the number of UnderwriterRepresentative's Warrant Shares requested to be registered by such Holders, and (de) fourth, other securities ------ requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall ------- have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any ------- such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, (a) If the Company at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes to register file for its own account and/or for the account of any of its securities security holders (the “Demanding Security Holders”) a registration statement under the Securities Act on any form (other than in connection with a merger or pursuant to on Form S-4 or Form S-8 or any successor form theretofor securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or in connection with an exchange offer, or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice by registered mail, to all Holders at least thirty ten (3010) days prior to Business Days before the initial filing with the Commission of each such registration statement, to which notice shall set forth the Holders intended method of disposition of the Warrant Shares of its intention securities proposed to do sobe registered by the Company. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such The notice of its or their desire shall offer to include any such securities in such proposed registration statement, filing the Company shall afford aggregate number of shares of Registrable Securities as such Holders of the Warrant Shares the opportunity may request. (b) Each Holder desiring to have any such Warrant Shares Registrable Securities registered under such registration statement. In the event that the managing underwriter for said offering advises this Section 2.02 shall advise the Company in writing that within five (5) Business Days after the date of such notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in its opinion such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, and shall use its commercially reasonable efforts to effect registration under the Securities Act of such shares. If the managing underwriter of a proposed Public Offering shall advise the Company in writing that, in its opinion, the inclusion of all of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then all selling security holders (including the Demanding Security Holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro-rata basis to such smaller amount of Registrable Securities to be included in such registration exceeds as the number which can managing underwriter shall approve. Except as otherwise provided in Section 2.04, all expenses of such registration shall be sold in such offering without causing a diminution in borne by the offering price or otherwise adversely affecting the offeringCompany or, if applicable, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofDemanding Security Holder(s).

Piggyback Registration. If(a) Except in connection with any Demand Registration pursuant to Section 2.1 hereof, if the Company proposes, at any time commencing after the First Public Offering, to register any Common Stock under the Securities Act (other than a registration on Form F-8 or F-4, or S-8 or S-4, as applicable, or any successor forms, relating to Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least 15 Business Days prior to the effective date of the Registration Statement registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 2.2 and expiring five shall offer such Shareholder the opportunity to include in such registration statement the number of shares of Common Stock as each such Shareholder may request (5a "Piggyback Registration"), subject to the provisions of Section 2.2(b) years thereafter(it being understood that the rights of each Shareholder set forth in this Section 2.2 shall also be applicable to the First Public Offering if the shares of any Shareholder are included in the First Public Offering). Upon the request of any such Shareholder made within 10 Business Days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock intended to be registered by such Shareholder), the Company proposes shall use all reasonable efforts to effect the registration under the Securities Act of all Common Stock that the Company has been so requested to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each all such registration statementShareholders, to the Holders extent requisite to permit the disposition of the Warrant Shares shares of Common Stock so to be registered; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Common Stock to the underwriters selected as provided in Section 2.4(f) on the same terms and conditions as apply to the Company or the Shareholder requesting such registration, as applicable, and (ii) if, at any time after giving notice of its intention to do so. If register any Common Stock pursuant to this Section 2.2(a) and prior to the effective date of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any registration statement filed in connection with such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford determine for any reason not to register such Holders Common Stock, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Common Stock in connection with such registration. The Company shall notify the Participating Shareholders if the price for Common Stock to be registered for sale for the account of the Warrant Shares Company is expected by the opportunity Company to occur outside of any previously publicly announced range; provided that the Company shall not have any such Warrant Shares registered obligation with respect to any registration involving the registration of Common Stock only for the account of parties other than the Company. No registration effected under such registration statement. In the event that the managing underwriter for said offering advises this Section 2.2 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.1. The Company shall pay all Registration Expenses in writing connection with each Piggyback Registration. For the avoidance of doubt, participation in a Piggyback Registration shall not in and of itself be deemed to be an exercise of a Shareholder's Demand Registration rights. (b) In any Piggyback Registration (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.1(e) shall apply), if the Company determines, or if ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated or another investment banking firm of recognized national standing shall advise the Company, that in its opinion the number of securities shares of Common Stock that the Company and such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Common Stock requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in by any Shareholders pursuant to this Section 2.2 (allocated, if necessary for the offering price or otherwise adversely affecting not to exceed the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be soldMaximum Offering Size, pro rata among the Holders of Warrant Shares such Shareholders on the basis of the relative number of Underwriter's Warrant Shares requested to be registered shares of Common Stock owned by such HoldersShareholders), and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions provided that no Shareholder who is an employee of this Section 9.2, the Company or its subsidiaries shall have the right at any time after it shall have given written notice be entitled to sell pursuant to this Section 9.2 2.2 any Common Stock received pursuant to an employment agreement or a long term incentive plan approved by the Board until 180 days following the First Public Offering, and (irrespective of whether a written request iii) third, any securities proposed to be registered for inclusion the account of any other Persons with such securities priorities among them as the Company shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofdetermine.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, If the Company proposes to register file a registration statement under the Securities Act with respect to an offering for its own account or for the account of any of its respective security holders of any class of its equity securities under the Act (other than a registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to an employee benefit plan or filed in connection with an exchange offer, a merger transaction to which Rule 145 under the Securities Act applies or an offering of securities solely to the Company's existing stockholders and other than a registration statement pursuant to Form S-4 or Form S-8 or successor form thereto) it will a "Demand Registration" under the Registration Rights Agreement dated as of June 10, 1998 between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc.), then the Company shall in each case give written notice by registered mail, at least thirty (30) days prior to the of such proposed filing of each such registration statement, to the Holders of Restricted Stock as soon as practicable (but no later than ten (10) business days) before the Warrant Shares anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of its intention shares of Restricted Stock as each such Holder may request; provided, however, that no such notice need be given to do sothe Holders, and the Holders shall have no rights under this Section 2, if the Holders have therefore disposed of the Restricted Stock. Each Holder desiring to have Restricted Stock included in such registration statement shall so advise the Company in writing within ten (10) business days after the date of the Company's notice, setting forth the amount of such Holder's Restricted Stock for which registration is requested. If any the Company's offering is to be an underwritten offering, the Company shall, subject to the further provisions of this Agreement, use its reasonable efforts to cause the managing underwriter or underwriters to permit the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities Restricted Stock requested to be included in the registration for such registration exceeds the number which can be sold offering to include such securities in such offering without causing on the same terms and conditions as any similar securities of the Company included therein. The right of each Holder to registration pursuant to this Section 2 shall, unless the Company otherwise assents, be conditioned upon such Holder's participation as a diminution seller in such underwriting and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering price or otherwise adversely affecting deliver a written opinion to the offeringHolders of Restricted Stock that either because of (A) the kind of securities which the Holders, the Company will and any other persons or entities intend to include in such registration offering or (aB) firstthe size of the offering which the Holders, the securities the Company proposes and other persons intend to sell, (b) secondmake, the securities held success of the offering would be materially and adversely affected by inclusion of the entities that made the demand for registration, (c) third, the Warrant Shares Restricted Stock requested to be included in such registration which included, then (i) in the opinion event that the size of the offering is the basis of such underwriter can managing underwriter's opinion, the number of shares to be sold, offered for the accounts of Holders of Restricted Stock shall be reduced pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares securities requested by such Holders to be registered by such Holders, and (d) fourth, other offered to the extent necessary to reduce the total amount of securities requested to be included in such registrationoffering to the amount recommended by such managing underwriter or underwriters; provided that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders of Restricted Stock than the fraction of similar reductions imposed on such other persons or entities over the amount of securities they intended to offer; and (ii) in the event that the kind of securities to be offered is the basis of such managing underwriter's opinion, (x) the Restricted Stock to be included in such offering shall be reduced as described in clause (i) above (subject to the proviso in clause (i)) or, (y) if such actions would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will be excluded entirely from such offering. Notwithstanding Any Restricted Stock excluded from an underwriting shall be withdrawn from registration and shall not, without the provisions consent of this Section 9.2, the Company shall have and the right at any managing underwriter, be transferred in a public distribution or a sale into the public trading markets prior to the earlier of 120 days (or such other shorter period of time as the managing underwriter may require) after it shall have given written notice pursuant to this Section 9.2 (irrespective the effective date of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed the registration statement or to withdraw the same 180 days after the filing but prior to date the effective date thereofHolders of such Restricted Stock are notified of such exclusion.

Piggyback Registration. IfWithout limiting the obligations set forth in this Agreement, until the sooner of the date whereby an exemption from registration is available under Rule 144 of the rules and regulations of the Securities and Exchange Commission, as amended, promulgated pursuant to the Securities Act or the date that all of the Conversion Shares have been sold if the Company at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, the Company proposes for any reason to register any of its securities Primary Shares, Registrable Shares, Warrant Shares or Other Shares under the Securities Act (other than in connection with a merger or pursuant to on Form S-4 or Form S-8 promulgated under the Securities Act or any successor form forms thereto) ), it will shall give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares Investor of its intention so to do so. If any of the Holders of the register such Primary Shares, Registrable Shares, Warrant Shares notify or Other Shares at least 30 days before the initial filing of such registration statement and, upon the written request, delivered to the Company within twenty (20) 20 days after mailing delivery of any such notice by the Company, of its or their desire the Investor to include any such securities in such proposed registration statement, the Company Registrable Shares (which request shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion specify the number of securities requested Registrable Shares proposed to be included in such registration exceeds and shall state that such Investor desires to sell such Registrable Shares in the number which can public securities markets), the Company shall cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such offering without causing a diminution in registration; provided, however, that if the offering price or otherwise adversely affecting the offering, managing underwriter advises the Company will include in such registration (a) first, that the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant inclusion of all Registrable Shares requested to be included in such registration which would interfere with the successful marketing (including pricing) of the Primary Shares, Registrable Shares or Other Shares proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the opinion following order: (i) if the Company proposes to register Primary Shares, or Primary Shares and Other Shares: First, the Primary Shares; and Second, the Registrable Shares and Other Shares requested to be included in such registration (or, if necessary, such Registrable Shares and Other Shares pro rata among the holders thereof based upon the number of Registrable Shares and Other Shares requested to be registered by each such holder); or (ii) if the Company proposes to register Other Shares pursuant to a request for registration by the holders of such underwriter can Other Shares (other than pursuant to Section 2 hereof): First, the Other Shares held by the parties demanding such registration; and Second, the Registrable Shares and Other Shares (other than shares registered pursuant to Section 2(c)(1) hereof) requested to be soldregistered by the holders hereof (or, if necessary, pro rata among the Holders of Warrant Shares holders thereof based on the basis of the number of Underwriter's Warrant Registrable Shares and Other Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofholders).

Piggyback Registration. If, at any time commencing after the effective date Effective Date of the Registration Statement and expiring five seven (57) years thereafterafter the Effective Date, the Company proposes to register any of its securities under the Act (other than in connection with on Form S-8, ▇-▇ ▇▇ a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Representative's Warrants and/or Warrant Shares of its intention to do so. If any of the Holders of the Representative's Warrants and/or Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold 9 in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after In the effective date of the Registration Statement and expiring five (5) years thereafter, event the Company proposes to register any of its securities under the Securities Act by filing any form of registration statement (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or the successor form theretoof either of them) it will that would legally permit the inclusion of Registrable Securities, the Company shall give the Stockholders written notice by registered mail, at least thirty (30) thereof as soon as practicable but in no event less than 30 days prior to the filing of each such registration statement, and shall provide the Stockholders an opportunity to include in such registration all Registrable Securities requested by the Stockholders in writing to be included therein, subject to the Holders of the Warrant Shares of its intention to do solimitations set forth in this Section 2.2. If any Stockholder chooses to include in any such registration statement all or any part of the Holders of Registrable Securities it holds (a “Piggyback Registration”), such Stockholder shall, within 15 days after the Warrant Shares above-described notice from the Company, so notify the Company within twenty (20) days after mailing in writing. Such notice shall state the intended method of disposition of the Registrable Securities by the Stockholder. If any such notice of its or their desire Stockholder decides not to include any Registrable Securities in a registration statement thereafter filed by the Company, such securities Stockholder shall nevertheless continue to have the right to include any Registrable Securities in such proposed any subsequent registration statementstatement or registration statements as may be filed by the Company, all upon the Company terms and conditions set forth herein. Each Stockholder shall afford such Holders have one Piggyback Registration right pursuant to this Section 2.2 and a registration will not count as a Piggyback Registration until it has become effective and includes at least 75% of the Warrant Shares the opportunity to have any Registrable Securities requested by such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested Stockholder to be included in such the registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offeringstatement. Subject to Section 2.3, the Company will may include in such any registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice statement filed pursuant to this Section 9.2 (irrespective 2.2 any securities that are not Registrable Securities, provided that in the event that an underwriter determines in accordance with Section 2.3 to limit the number of whether a written request for inclusion of any such securities shall have been made) shares in the offering to elect not to file any such proposed which the registration statement or to withdraw relates, the same after the filing but Registrable Securities shall not be reduced prior to the effective date thereofsuch other securities.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and expiring five (5) years thereafter, If the Company proposes to register with the SEC any of its stock or other securities under the 1933 Act (other than in connection with a merger or registration pursuant to a Registration Statement on Form S-4 or Form S-8 or successor form theretoS-8) (a “Piggy-Back Registration”), it will give written notice by registered mail, to Investor and each of the other Bridge Investors at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing before the initial filing with the SEC of any such the related Registration Statement (a “Piggy-Back Registration Statement”). The notice of its or their desire shall offer to include any such securities in such proposed registration statement, filing the Company shall afford aggregate number of shares of Registrable Securities as the Investor and such Holders other Bridge Investors may request. The Investor and each of the Warrant Shares the opportunity other Bridge Investors desiring to have any such Warrant Shares Registrable Securities registered under such registration statement. In the event that the managing underwriter for said offering advises this Section 2(a)(ii) shall advise the Company in writing that in its opinion within ten (10) days after the number date of securities requested to be included in receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the is requested. The Company will shall thereupon include in such filing the number or amount of Registrable Securities for which registration (a) firstis so requested, the securities the Company proposes and shall use its reasonable best efforts to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such effect registration which in the opinion of such underwriter can be soldRegistrable Securities under the 1933 Act. The Piggy-Back Registration Statement shall include the plan of distribution attached hereto as Exhibit A. The Piggy-Back Registration Statement also shall cover, pro rata among to the Holders of Warrant Shares on extent allowable under the basis of the 1933 Act, such indeterminate number of Underwriter's Warrant additional Common Shares requested resulting from share splits, share dividends or similar transactions with respect to be registered by such Holdersthe Registrable Securities. The Piggy-Back Registration Statement (and each amendment or supplement thereto, and (deach request for acceleration of effectiveness thereof) fourthshall be provided in accordance with Section 3(c) to the Investor and its counsel prior to its filing or other submission. The Company will not hereafter enter into any agreement that is inconsistent with the rights of Investor under this Agreement, other securities requested to be included in such registration. Notwithstanding including without limitation any agreement that is inconsistent with the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof2(a)(ii).

Piggyback Registration. (1) If, at any time within the period ---------------------- commencing after on the effective date first anniversary and expiring on the sixth anniversary of the Registration Statement and expiring five (5) years thereafterEffective Date, the Company proposes to register any of its securities should file a registration statement with the Commission under the Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-4 or Form S-8 or successor form thereto) S-8), it will give written notice by registered mail, at least thirty twenty (3020) calendar days prior to the filing of each such registration statement, statement to the Underwriter and to all other Holders of the Underwriters' Warrant Shares and/or the Underwriters' Securities of its intention to do so. If any of the an Underwriter or other Holders of the Underwriters' Warrant Shares and/or the Underwriters' Securities notify the Company within twenty fifteen (2015) calendar days after mailing receipt of any such notice of its or their desire to include any such securities Underwriters' Securities in such proposed registration statement, the Company shall afford the Underwriter and such Holders of the Underwriters' Warrant Shares and/or Underwriters' Securities the opportunity to have any such Warrant Shares Underwriters' Securities registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.27(c)(1) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 7(c)(1) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement statement, or to withdraw the same after the filing but prior to the effective date thereof. (2) If the managing underwriter of an offering to which the above piggyback rights apply, in good faith and for valid business reasons, objects to such rights, such objection shall preclude such inclusion.

Piggyback Registration. If, at any time commencing after the Resale Shelf ---------------------- Registration Expiration Date, and while any Registrable Shares or Units are outstanding and a Registration Statement applicable to Holder under Sections 3(a), 3(b) or 3(c) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act), for its own account, the Company shall give prompt written notice of such proposed filing to the Holders. The notice referred to in the preceding sentence shall offer Holder the opportunity to register such amount of Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the provisions of Section 4 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith all Registrable Shares for which the Company has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of the such Piggyback Registration. If a Piggyback Registration Statement and expiring five (5) years thereafter, is an underwritten primary registration on behalf of the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares of its intention to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that and the managing underwriter for said offering advises the Company in writing that in its opinion the total number of securities Common Shares requested to be included in such registration exceeds the number which of Common Shares that can be sold in such offering without causing a diminution in impairing the offering price pricing or otherwise adversely affecting the other commercial practicality of such offering, the Company will include in such registration in the following priority: (ai) first, the securities all Common Shares the Company proposes to sell, (bii) second, up to the securities held by the entities that made the demand for registration, (c) third, the Warrant full number of Common Shares requested to be included in such registration which by the holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to time, by and among Boston Properties, Inc. and such holders, and (iii) third, up to the full number of Common Shares requested to be included in such registration by the Holders and any other holders of Common Shares or of Units that may be exchanged for Common Shares who are parties to this Agreement and similar Registration Rights and Lock-Up Agreements with the Company (other than the Agreement referred to in clause (ii)), provided that, in the case of clauses (ii) and (iii) the number of Common Shares to be included will be based on the number of Common Shares that can be sold in the opinion of such managing underwriter can without adversely affecting the price range or probability of success of such offering. The number of Common Shares that the managing underwriter determines is available for purposes of clause (iii) shall be sold, allocated pro rata among the Holders of Warrant Shares and the other holders described in clause (iii) on the basis of the number of Underwriter's Warrant Common Shares requested to be registered included by such Holders, and (d) fourth, other securities requested to be included them in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after on the effective date of the Registration Statement Initial Exercise Date and expiring five (5) years thereafteron the Expiration Date, the Company proposes to register any of its securities under the Act (other than in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrant Shares Securities of its intention to do so; provided, however, in accordance with the NASD rules and regulations, in no event shall the right contained in this Section 7.2 continue for more than seven (7) years from the date hereof. If any of the Holders of the Warrant Shares Securities notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders of the Warrant Shares Securities the opportunity to have any such Warrant Shares Securities registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) firstFIRST, the securities the Company proposes to sell, (b) secondSECOND, the any securities held by parties with registration rights granted by the entities that made Company prior to the demand for registrationdate hereof, (c) thirdTHIRD, the Warrant Shares Securities requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata PRO RATA among the Holders of Warrant Shares Securities on the basis of the number of Underwriter's Representative’s Warrant Shares Securities requested to be registered by such Holders, and (d) fourthFOURTH, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.27.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after For a period beginning on the effective date of the Registration Statement this Agreement and expiring five (5) years thereaftercontinuing until set forth herein, if the Company proposes to file a registration statement on Form S-1 (or other appropriate form) to register any of its securities Common Stock under the Securities Act for sale to the public under the Securities Act (other than in connection with a merger or pursuant to registration statement on Form S-4 or Form S-8 or successor form thereto) it will S-4, ▇▇▇▇ ▇-▇ ▇▇ similar form), the Company shall give the Purchaser written notice by registered mail, of such proposed registration at least thirty (30) 30 days prior to the filing of each such a registration statement, to . At the Holders written request of the Warrant Shares of its intention Purchaser delivered to do so. If any of the Holders of the Warrant Shares notify the Company within twenty (20) 15 days after mailing the receipt of any such the notice from the Company, which request shall state the number of its or their desire Shares that the Purchaser wishes to include any such securities in such sell publicly under the registration statement proposed registration statementto be filed by the Company (the "Registration Shares"), the Company shall afford use its best efforts to include in any such Holders registration under the Securities Act (and in any related registration, qualification or compliance under state blue sky laws) such Registration Shares, and to cause such registration (the "Piggyback Registration") to become and remain effective; provided, however, that (i) the Company may, without the consent of the Warrant Shares the opportunity to have any such Warrant Shares registered under Purchaser, withdraw such registration statement. In statement prior to its becoming effective if the event that Company has abandoned its proposal to register its Common Stock; (ii) the Company may, without the consent of the Purchaser, delay the effectiveness of such registration statement if in the opinion of the Board of Directors such delay is in the best interests of the Company, and (iii) if a registration pursuant to this Section 7(c) involves an underwritten offering and the managing underwriter for said offering advises the Company in writing that that, in its written opinion to the Purchaser, the number of securities Registration Shares requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, so as to be likely to have a material adverse affect on such offering as contemplated by the Company (including the price at which the Company proposes to sell such Common Stock), then the Company will include in such registration (ax) first, all of the securities Common Stock to be sold by the Company proposes to sell, and (by) second, to the securities held by extent of the entities that made the demand for registration, (c) third, the Warrant number of Registration Shares requested to be included in such registration which which, in the opinion of such underwriter managing underwriter, can be soldsold without having the adverse effect referred to above, pro rata among the Holders of Warrant Shares on the basis of the number of UnderwriterRegistration Shares which the Purchaser and all other holders of the Company's Warrant Shares requested to be registered by such HoldersCommon Stock who, and (d) fourthas of the date of this Agreement, other securities have contractual rights of registration have requested to be included in such registration, such amount to be allocated pro rata among all such requesting holders on the basis of the relative number of shares of Common Stock then held by each such holder, provided that any such shares thereby allocated to any such holder that exceeds such holder's request will be reallocated among the remaining requesting holders in like manner. Notwithstanding The right to a Piggyback Registration set forth in this Section shall cease when (i) the Shares have been effectively registered under the Securities Act and disposed of in accordance with a registration statement covering them, (ii) the Shares have been distributed to the public pursuant to Rule 144 (or any similar provisions then in force) under the Securities Act, or (iii) the Shares have otherwise been transferred and a new certificate or other evidence of ownership not bearing the legend set forth in Section 5 of this Section 9.2Agreement (or other legend of similar import) has, subject to any stop transfer order, been delivered by or on behalf of the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereofand no other restriction on transfer exist.

Piggyback Registration. (1) If, at any time within the period commencing after on the effective date first anniversary and expiring on the fifth anniversary of the Registration Statement and expiring five (5) years thereafterEffective Date, the Company proposes to register any of its securities should file a registration statement with the Commission under the Act (other than in connection with a merger or other business combination transaction or pursuant to Form S-4 or Form S-8 or successor form thereto) S-8), it will give written notice by registered mail, at least thirty twenty (3020) calendar days prior to the filing of each such registration statement, statement to the Underwriter and to all other Holders of the Underwriter's Warrant Shares and/or the Underwriter's Securities of its intention to do so. If any of the an Underwriter or other Holders of the Underwriter's Warrant Shares and/or the Underwriter's Securities notify the Company within twenty fifteen (2015) calendar days after mailing receipt of any such notice of its or their desire to include any such securities Underwriter's Securities in such proposed registration statement, the Company shall afford the Underwriter and such Holders of the Underwriter's Warrant Shares and/or Underwriter's Securities the opportunity to have any such Warrant Shares Underwriter's Securities registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrant Shares on the basis of the number of Underwriter's Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities requested to be included in such registration. Notwithstanding the provisions of this Section 9.27(c)(1) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 7(c)(1) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement statement, or to withdraw the same after the filing but prior to the effective date thereof. (2) If the managing underwriter of an offering to which the above piggyback rights apply, in good faith and for valid business reasons, objects to such rights, such objection shall preclude such inclusion.