Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If the Company If, at any time within two during the seven years following the effective date of the Public Offering, the Company proposes to 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 shareholders (2in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) years after complete exercise (for purposes of this WarrantArticle 7, but no more than seven (7) years from collectively, the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 "Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesStatement"), it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so andby registered mail ("Notice"), on at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of any such Holder given a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any such notice (which request shall specify of the Warrant Shares intended to be sold or disposed of by such Holder and describe Requesting Holder's Registrable Securities in the nature of any proposed sale or other disposition thereof)Registration Statement, the Company will shall, as to each such Requesting Holder, use its best efforts to cause all such Warrant Shareseffect the registration under the Act of the Registrable Securities which it has been so requested to 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 Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Holders of which Company shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion right at any time after it shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement have given written notice pursuant to this Section 9(a), the selling Holders 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable have already been made) to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but elect not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of file any such registrationproposed Registration Statement, qualification, notification or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If the Company at any time If, within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from following the effective date of this Warrantthe Public Offering, the Company proposes to register under prepare and file one or more post-effective amendments to the 1933 Act 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 shareholders (except by in any such case, other than in connection with a Form S-4 merger, acquisition or pursuant to Form S-8 or successor form)(for purposes of this Article 7, collectively, the “Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesStatement”), it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and(“Notice”), on at least thirty (30) days prior to the filing of each such Registration Statement, to all Holders of the Registrable Securities. Upon the written request of any such a Holder given (a “Requesting Holder”), made within twenty (20) days after receipt by the Holder of the Notice, that the Company include any such notice (which request shall specify of the Warrant Shares intended to be sold or disposed of by such Holder and describe Requesting Holder’s Registrable Securities in the nature of any proposed sale or other disposition thereof)Registration Statement, the Company will shall, as to each such Requesting Holder, use its best commercially reasonable efforts to cause all such Warrant Shareseffect the registration under the Act of the Registrable Securities which it has been so requested to 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 Article 7.5(b) hereof). Notwithstanding the provisions of this Article 7.3, the Holders of which Company shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion right at any time after it shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement have given written notice pursuant to this Section 9(a), the selling Holders Article 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable have already been made) to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but elect not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of file any such registrationproposed Registration Statement, qualification, notification or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof, without incurring any liability to any Holder of Registrable Securities.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrantproposes, but no more than seven (7) years from the date of this Warrantfor any reason, proposes to register any Primary Shares or Other Shares (or ADSs representing Primary Shares or Other Shares) under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities), it will shall promptly give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares each Shareholder of its intention so to do so register such Primary Shares or Other Shares (or such ADSs) and, on upon the written request of any such Holder request, given within twenty (20) 20 days after receipt delivery of any such notice by the Company, of any such Shareholder to include in such registration Registrable Shares (and/or ADSs representing such Registrable Shares) owned by such Shareholder (which request shall specify the Warrant number of the Registrable Shares intended (and/or ADSs) proposed to be sold or disposed of by included in such Holder and describe the nature of any proposed sale or other disposition thereofregistration), the Company will shall use its best commercially reasonable efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Registrable Shares (and ADSs) to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the securities otherwise being sold in such registration; provided, however, that if a greater number of Warrant Shares such registration is offered for participation in the proposed an underwritten offering than in the reasonable opinion of and the managing underwriter advises the Company that the inclusion of all Primary Shares, Registrable Shares and Other Shares (or ADSs representing such Primary Shares, Registrable Shares and Other Shares) proposed to be included in such registration would interfere with the successful marketing (including pricing) of the preferred shares (and/or ADSs representing such preferred shares) proposed offering (which opinion shall to be in writing and delivered to registered by the Holders) can be accommodated without adversely affecting the proposed offeringCompany, then the amount number of Warrant Primary Shares, Registrable Shares and Other Shares (and ADSs representing the foregoing) proposed to be offered included in such registration shall be included in the following order: (a) first, Primary Shares (or ADSs representing Primary Shares); (b) second, Registrable Shares (or ADSs representing Registrable Shares) held by the Shareholders requesting that Registrable Shares (or ADSs representing Registrable Shares) be included in such Holders for registration, as well as pro rata based upon the number of securities Registrable Shares owned by each such Shareholder at the time of any other selling such registration; and (c) third, Other Shares (or ADSs representing such Other Shares) held by shareholders participating in the registration, shall not requesting that Other Shares (or ADSs representing such Other Shares) be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not pro rata based on the number of Other Shares owned by each such shareholder at the request time of the Holders, more than six such registration of Other Shares (6) months following the effective date thereofor among such shareholders in such other proportion as they shall otherwise agree).

Piggyback Registration. If the Company If, at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes to register any of its securities under the 1933 Act (except by other than in connection with a merger or pursuant to Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesS-8), it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any the Financial Advisor's Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Financial Advisor's Warrants and/or Warrant Shares notify the Company within twenty (20) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts to cause all shall afford such Warrant Shares, the Holders of which shall the Financial Advisor's Warrants and/or Warrant Shares the opportunity to have any such Financial Advisor's Warrants and/or 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 the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) FIRST, the securities the Company proposes to be offered sell, (b) SECOND, the securities held by such Holders the entities that made the demand for registration, as well as (c) THIRD, the Financial Advisor'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 Financial Advisor's Warrants and/or Warrant Shares on the basis of the number of Financial Advisor's Warrants and/or Warrant Shares requested to be registered by such Holders, and (d) FOURTH, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If In the event that the Company shall propose a Registration at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by when a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued is not effective pursuant to Section 2 above, then the Company shall give to each Holder written notice (the “Registration Notice”) of such proposed Registration (which notice shall include a statement of the proposed filing date thereof, the underwriters and/or Section 3(a) hereofmanaging underwriters of the subject offering, and any Warrant Shares of its intention other known material information relating to do so and, on the written request of any such Holder given within proposed Registration) not less than twenty (20) or more than sixty (60) days prior to the filing of the subject Registration Statement, and shall, subject to the limitations provided in this Section 3, include in such Registration Statement all or a portion of the Registrable Shares owned by and/or issuable to each Holder, as and to the extent that such Holder may request same to be so included by means of written notice given to the Company within ten (10) days after receipt the Company’s giving of the Registration Notice. Each Holder shall be permitted to withdraw all or any part of its Registrable Shares from a Registration Statement by written notice to the Company given at any time prior to the effective date of the Registration Statement. The Company shall bear all of the Costs and Expenses of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included Registration described in such registration statement proposed to be filed by the Companythis Section 3; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion each Holder shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringpay, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as pro rata based upon the number of its Registrable Shares included therein, the underwriters’ discounts, commissions and compensation attributable solely to the inclusion of such Registrable Shares in the overall public offering. Notwithstanding anything to the contrary contained herein, the Company’s obligation to include a Holder’s Registrable Shares in any such Registration Statement shall be subject, at the option of the Company, to the following further conditions: (a) The distribution for the account of such Holder shall be underwritten by the same underwriters (if any) who are underwriting the distribution of the securities for the account of the Company and/or any other selling shareholders participating in the registrationpersons whose securities are covered by such Registration Statement, shall not be included or and shall be proportionately reduced to a number deemed satisfactory by made at the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts same underwriter discount or commissions and transfer taxes commission applicable to the selling Holders’ sharesdistribution of the securities for the account of the Company and/or any other persons whose securities are covered by such Registration Statement; and such Holder shall enter into an agreement with such underwriters containing customary indemnification and other provisions; (b) If at any time after giving the Registration Notice, and prior to the effective date of the Registration Statement filed in connection with such Registration Notice, the Company shall pay all other costs and expenses determine for any reason not to proceed with the subject Registration, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, shall be relieved of its obligation to register any of the registrationHolders’ Registrable Shares in connection with such Registration; (c) In connection with an underwritten public offering pursuant to a Registration Statement under this Section 3, including but not limited if and only if the managing underwriter(s) thereof shall advise the Company in writing that, due to all registration, filing and NASD fees, printing expenses, fees and disbursements adverse market conditions or the potential adverse impact on the offering to be made for the account of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are included in such Registration will not include all of the Registrable Shares requested to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of so included by the Holders, more than six then the Company will promptly furnish each such Holder with a copy of such written statement and may require, by written notice to each such Holder accompanying such written statement, that the distribution of all or a specified portion of such Registrable Shares be excluded from such distribution (6with any such “cutback” to be allocated among the subject Holders (and, if applicable, any other holders of Common Stock to be included in such Registration) months following in proportion to the effective date thereofrelative number of shares of Common Stock requested by such Persons to be included in such Registration); and (d) The Company shall not be obligated to effect any registration of Shares incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans.

Piggyback Registration. (i) If the Company shall at any time within two propose to conduct a registered offering of Common Stock (2) years after complete exercise whether a registered offering of this WarrantCommon Stock by the Company or a registered offering of Common Stock by the Company’s stockholders (including a Requested Underwritten Offering), or both, but no more than seven (7) years from the date of this Warrantexcluding an offering pursuant to Section 2(b), proposes an offering relating solely to register under the 1933 Act (except by an employee benefit plan, an offering relating to a transaction on Form S-4 or Form S-8 Registration Statement (or any successor similar forms theretoadopted after the date hereof as replacements therefor) or qualify for a public distribution under Section 3(b) of the 1933 Act, an offering on any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereofregistration statement form that does not permit secondary sales), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five (5) Business Days before) the commencement of such offering, which notice will use its best efforts to cause all such Warrant Sharesset forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the Holders anticipated filing date of which shall have requested the registration statement (if not yet filed) and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or qualification thereofmanaging underwriters of an Underwritten Offering (other than a Requested Underwritten Offering) advise the Company that in their reasonable opinion that the inclusion of a Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed to be included in such registration statement proposed Underwritten Offering, the Company shall have no obligation to be filed by provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Piggyback Notice shall offer the CompanyHolders the opportunity to include in such offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that in the event that the Company proposes to effectuate the subject offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of Holders which are subject to such effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests for inclusion within three (3) Business Days (or within one (1) Business Day in the case of an “overnight” offering or “bought deal”) after sending the Piggyback Notice, provided that such written request sets forth such information regarding the Selling Stockholder as is required to be disclosed in connection with the offering (and any related registration, if applicable) pursuant to Regulation S-K promulgated under the Securities Act. (ii) If a greater Holder decides not to include for registration in an offering contemplated by this Section 2(c) (and any related registration, if applicable) such Holder’s Registrable Securities following the receipt of a Piggyback Notice, such Holder shall nevertheless continue to have the right to include any of such Holder’s Registrable Securities in any subsequent offering contemplated by this Section 2(c) (and any related registration, if applicable) in accordance with this Section 2(c). (iii) If the managing underwriter or managing underwriters of an Underwritten Offering advise the Company and the Holders that in their reasonable opinion that the inclusion of all of the Registrable Securities requested for inclusion in an Underwritten Offering (other than a Requested Underwritten Offering) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed to be included in such offering, the Company shall include in such Underwritten Offering only that number of Warrant Shares is offered for participation shares of Common Stock proposed to be included in the proposed offering than such Underwritten Offering that, in the reasonable opinion of the managing underwriter of the proposed offering or managing underwriters, will not have such effect, with such number to be allocated as follows: (which opinion shall be in writing and delivered A) first, to the HoldersCompany, (B) can be accommodated without adversely affecting the proposed offeringsecond, then the amount if there remains availability for additional shares of Warrant Shares proposed Common Stock to be offered included in such Underwritten Offering following the allocation to the Company under (A), pro rata among the Parties (other than the Company) that (prior to any cutback) would participate in such Underwritten Offering based on the relative number of Registrable Securities that would be held by each such Holders Party following any related resale distribution, if any, and (C) if there remains availability for registrationadditional shares of Common Stock to be included in such registration following the allocation to the Parties under (B), as well as third pro rata among all other Persons holding Common Stock who may be seeking to register such Common Stock pursuant to incidental or piggyback registration rights based on the number of securities Common Stock such Person is entitled to include in such registration. (iv) Any Holder or Limited Partner shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the effectiveness of such Registration Statement and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder or Limited Partner shall no longer have any other selling shareholders participating right to include Registrable Securities in the registration, Piggyback Registration as to which such withdrawal was made. (v) The Company shall not be included have the right to terminate or shall be proportionately reduced suspend any registered offering as to which Holders have a right to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement Piggyback Registration pursuant to this Section 9(a2(c) (other than any registered offering initiated by a Holder pursuant to Section 2(a) or 2(b), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders) at any time in its sole discretion, and underwriting discounts or commissions and transfer taxes applicable without any obligation to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, Party (whether or not at the request of the Holders, more than six (6) months following the effective date thereofsuch Party has elected to exercise its right to a Piggyback Registration pursuant to this Section 2(c)).

Piggyback Registration. (i) If the Company shall at any time within two propose to conduct a registered offering of Common Stock (2) years after complete exercise whether a registered offering of this WarrantCommon Stock by the Company or a registered offering of Common Stock by the Company’s stockholders (including a Requested Underwritten Offering), or both, but no more than seven (7) years from the date of this Warrantexcluding an offering pursuant to Section 2.1(b), proposes an offering relating solely to register under the 1933 Act (except by an employee benefit plan, an offering relating to a transaction on Form S-4 or Form S-8 Registration Statement (or any successor similar forms theretoadopted after the date hereof as replacements therefor) or qualify for a public distribution under Section 3(b) of the 1933 Act, an offering on any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereofregistration statement form that does not permit secondary sales), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five (5) Business Days before) the commencement of such offering, which notice will use its best efforts to cause all such Warrant Sharesset forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the Holders anticipated filing date of which shall have requested the registration statement (if not yet filed) and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or qualification thereofmanaging underwriters of an Underwritten Offering (other than a Requested Underwritten Offering) advise the Company that in their reasonable opinion that the inclusion of a Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed to be included in such registration statement proposed Underwritten Offering, the Company shall have no obligation to be filed by provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Piggyback Notice shall offer the CompanyHolders the opportunity to include in such offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that in the event that the Company proposes to effectuate the subject offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of Holders which are subject to such effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests for inclusion within three (3) Business Days (or within one (1) Business Day in the case of an “overnight” offering or “bought deal”) after sending the Piggyback Notice, provided that such written request sets forth such information regarding the Selling Stockholder as is required to be disclosed in connection with the offering (and any related registration, if applicable) pursuant to Regulation S-K promulgated under the Securities Act. If, following the receipt of a greater Piggyback Notice, Eclipse Holdings elects to undertake a Resale Distribution to permit its Limited Partners to participate in such Piggyback Registration, Eclipse Holdings shall send written notice to the Limited Partners participating in such Resale Distribution that (i) specifies the amount of Registrable Securities that Eclipse Holdings anticipates distributing to such Limited Partner in the Resale Distribution and (ii) sets forth the information contained in the Piggyback Notice, and the Limited Partners may thereafter include such Registrable Securities in the Piggyback Registration if written notice is provided by the Limited Partners to the Company within the time periods, and with the required information, set forth in the previous sentence. (ii) If a Holder decides not to include for registration in an offering contemplated by this Section 2(c) (and any related registration, if applicable) such Holder’s Registrable Securities following the receipt of a Piggyback Notice, such Holder shall nevertheless continue to have the right to include any of such Holder’s Registrable Securities in any subsequent offering contemplated by this Section 2(c) (and any related registration, if applicable) in accordance with this Section 2(c). (iii) If the managing underwriter or managing underwriters of an Underwritten Offering advise the Company and the Holders that in their reasonable opinion that the inclusion of all of the Registrable Securities requested for inclusion in an Underwritten Offering (other than a Requested Underwritten Offering) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed to be included in such offering, the Company shall include in such Underwritten Offering only that number of Warrant Shares is offered for participation shares of Common Stock proposed to be included in the proposed offering than such Underwritten Offering that, in the reasonable opinion of the managing underwriter of the proposed offering or managing underwriters, will not have such effect, with such number to be allocated as follows: (which opinion shall be in writing and delivered A) first, to the HoldersCompany, (B) can be accommodated without adversely affecting the proposed offeringsecond, then the amount if there remains availability for additional shares of Warrant Shares proposed Common Stock to be offered included in such Underwritten Offering following the allocation to the Company under (A), pro rata among the Parties (other than the Company) that (prior to any cutback) would participate in such Underwritten Offering based on the relative number of Registrable Securities that would be held by each such Holders Party following any related Resale Distribution, if any, and (C) if there remains availability for registrationadditional shares of Common Stock to be included in such registration following the allocation to the Parties under (B), as well as third pro rata among all other Persons holding Common Stock who may be seeking to register such Common Stock pursuant to incidental or piggyback registration rights based on the number of securities Common Stock such Person is entitled to include in such registration. (iv) Any Holder or Limited Partner shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the effectiveness of such Registration Statement and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder or Limited Partner shall no longer have any other selling shareholders participating right to include Registrable Securities in the registration, Piggyback Registration as to which such withdrawal was made. (v) The Company shall not be included have the right to terminate or shall be proportionately reduced suspend any registered offering as to which Holders have a right to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement Piggyback Registration pursuant to this Section 9(a2(c) (other than any registered offering initiated by a Holder pursuant to Section 2(a)–(b), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders) at any time in its sole discretion, and underwriting discounts or commissions and transfer taxes applicable without any obligation to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, Party (whether or not at the request of the Holders, more than six (6) months following the effective date thereofsuch Party has elected to exercise its right to a Piggyback Registration pursuant to this Section 2(c)).

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiessecurities under the Securities Act for sale to the public (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to all Holders each holder of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares Registrable Securities of its intention to do so and, on so. Upon the written request of any of such Holder holders of the Registrable Securities, given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature Person of any proposed sale or other disposition thereof)such notice, the Company will will, subject to the limits contained in this Section 4, use its reasonable best efforts to cause all such Warrant Shares, the Holders Registrable Securities of which shall have requested the registration or qualification thereof, said requesting holders to be included in registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such registration statement proposed to be filed by the Companysale or other disposition of said Registrable Securities; provided, however, that if a greater number of Warrant Shares the Company is offered for participation advised in the proposed offering than writing in the reasonable opinion of the good faith by any managing underwriter of the proposed Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which opinion shall be in writing and delivered to the Holders) can be accommodated offered without adversely affecting the proposed offering, then the Company may reduce the amount offered for the accounts of Warrant Shares proposed to be offered by Selling Stockholders (including such Holders for registration, as well as the number holders of securities shares of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced Registrable Securities) to a number deemed satisfactory by the such managing underwriter. With respect to each inclusion ; provided, further, that (a) in no event shall the amount of Registrable Securities of Selling Stockholders be reduced below twenty-five percent (25%) of the total amount of securities included in a such offering, unless such offering is the initial public offering of the Company’s securities; and (b) any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration statement rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling HoldersAgreement, and underwriting discounts or commissions and transfer taxes applicable to (iii) the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities Registrable Securities sought to be offered are to be registered or qualified. The Company need not maintain included by the effectiveness holders thereof as determined on a pro rata basis (based upon the aggregate number of any Registrable Securities held by such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofholders).

Piggyback Registration. If (a) The Company agrees that if, at any time, and from time to time, after the earlier to occur of (i) an IPO and (ii) a Trading Event, the Board of Directors of the Company at any time within two (2the “Board”) years after complete exercise shall authorize the filing of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register a registration statement under the 1933 Securities Act (except by other than the IPO or a registration statement on Form S-4 or Form S-8 Registration Statement ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms theretoother form that does not include substantially the same information as would be required in a form for the general registration of securities) or qualify for a public distribution under Section 3(b) in connection with the proposed offer of the 1933 Act, any of its securities, securities by it will give written notice to all Holders of this Warrant, or any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so andstockholders, on the written request of any Company shall: (A) promptly notify each Holder that such Holder given within twenty (20) days after receipt of any such notice (which request shall specify registration statement will be filed and that the Warrant Shares intended to be sold or disposed of Registrable Securities then held by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed at such Holder’s request; (B) cause such registration statement to cover all of such Registrable Securities issued to such Holder for which such Holder requests inclusion; (C) use best efforts to cause such registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Securities that have been issued to such Holder to be filed sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holder to promptly effect the proposed sale or other disposition. (b) Notwithstanding any other provision of this Section 5.2, the Company may at any time, abandon or delay any registration commenced by the Company; provided. In the event of such an abandonment by the Company, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, Company shall not be included or shall be proportionately reduced required to a number deemed satisfactory continue registration of shares requested by the managing underwriter. With respect Holder for inclusion, the Holder shall retain the right to each request inclusion of securities shares as set forth above and the withdrawn registration shall not be deemed to be a registration request for the purposes of Section 5.2(c) below. (c) Each Holder shall have the right to request inclusion of any of its Registrable Securities in a registration statement pursuant to as described in this Section 9(a)5.2, the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable up to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofthree times.

Piggyback Registration. If the Company If, at any time within two commencing after the effective date of the Registration Statement and expiring five (25) years after complete exercise of this Warrantthereafter, but no more than seven (7) years from the date of this Warrant, Company proposes to register any of its securities under the 1933 Act (except by other than in connection with a merger or pursuant to Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesS-8), it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any the Representative's Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Representative's Warrants and/or Warrant Shares notify the Company within twenty (20) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts to cause all shall afford such Warrant Shares, the Holders of which shall the Representative's Warrants and/or Warrant Shares the opportunity to have any such Representative's Warrants and/or 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 the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) FIRST, the securities the Company proposes to be offered sell, (b) SECOND, the securities held by such Holders the entities that made the demand for registration, as well as (c) THIRD, 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 Representative's Warrants and/or Warrant Shares requested to be registered by such Holders, and (d) FOURTH, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If the Company If, at any time within two (2) commencing after October , 2000 and expiring five years after complete exercise of this Warrantthereafter, but no more than seven (7) years from the date of this Warrant, Company proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiessecurities under the Securities Act of 1933, as amended (the "Securities Act") (other than pursuant to a Form ▇-▇, ▇▇▇▇ ▇-▇ or any other successor form of limited purpose), it will give written notice by registered mail at least 30 days prior to all Holders the filing of this Warranteach such registration statement, any to the Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares Securities Holder of its intention to do so and, on so. If the written request of any such Warrants and Warrant Securities Holder given notifies the Company within twenty (20) 20 business days after receipt of any such notice (which request shall specify the of its or their desire to include any of their respective Warrant Shares intended to be sold or disposed of by Securities in such Holder and describe the nature of any proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford such Holders of Warrants and Warrant Securities the opportunity to cause all have any such Warrant SharesSecurities registered under such registration statement, provided, however, that if the managing Holder advises the Company in writing that the inclusion of all Warrant Securities that Holders have proposed be included in such registration statement would interfere with the successful marketing of which shall have requested the registration or qualification thereofsecurities proposed to be registered by the Company, then the securities to be included in such registration statement shall be included in the following order: (a) first, the securities proposed to be filed included in such registration by the Company; providedCompany or, however, that if a greater number such registration is for securities of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion specified security holders of the managing underwriter of Company, by such holders; (b) second, the proposed offering (which opinion shall be in writing and delivered to Warrant Securities held by the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed Holders requested to be offered by included in such Holders for registration; and (c) third, as well as all other holders of Common Stock entitled to be included in such registration statement (pro rata among the holders requesting such registration based upon the number of securities shares of Common Stock requested by each such holder to be registered). Notwithstanding the provisions of this Section 8.1, the Company shall have the right at any other selling shareholders participating in the registration, time after it shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 8.1 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification Warrant Securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under (including for this purpose a registration effected by the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms theretoCompany for Persons other than the Holders) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesequity securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8, it will or a registration on Form S-4), the Company shall, at such time, promptly give each Holder written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on such registration. Upon the written request of any such each Holder given within twenty (20) days after receipt mailing of any such notice (which request shall specify by the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)Company, the Company will shall, subject to the provisions of this Section 1, use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in registered under the Securities Act all of the Registrable Securities that each such registration statement proposed Holder has requested to be filed by registered. Notwithstanding any other provision of this Section 1.2, if the Company; providedunderwriter advises the Company in writing that, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion good faith judgment of the managing underwriter underwriter, marketing factors require a limitation of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities underwritten, then (i) the Company shall so advise all Holders of any other selling shareholders participating Registrable Securities which would otherwise be underwritten pursuant hereto, (ii) the number of shares that may be included in the registration, shall not be included or underwriting shall be proportionately reduced allocated first to a number deemed satisfactory by the managing underwriter. With respect Company and second to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling such Holders, and (iii) the aggregate number of Registrable Securities held by the Holders that may be included in the underwriting discounts or commissions and transfer taxes applicable shall be allocated (as nearly as practicable) among all requesting Holders thereof under this Agreement in proportion to the selling Holders’ shares, and the Company shall pay all other costs and expenses amount of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities Registrable Securities sought to be offered are to be registered or qualifiedsold by each such Holder. The Company need not maintain shall have no obligation under this Section 1.2 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder for its failure to do so (except for the effectiveness payment of Registration Expenses in connection with any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofcompleted).

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under file a registration statement with respect to any class of its equity securities, whether for its own account (other than in connection with the 1933 Act (except Registration Statement contemplated by Section 6.1 or a registration statement on Form S-4 or Form S-8 Registration Statement (or any successor forms theretoor substantially similar form), or the registration of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (B) a dividend reinvestment plan) or qualify for the account of an Other Approved Holder (a public distribution under Section 3(b) of "Requesting Securityholder"), then the 1933 Act, any of its securities, it will Company shall in each case give written notice of such proposed filing to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within at least twenty (20) days prior to the anticipated filing date of any such registration statement by the Company, and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement. Each Holder desiring to have its Registrable Securities registered under this Section 6.2 shall so advise the Company in writing within fifteen (15) days after the date of receipt of any such notice (which request shall specify set forth the Warrant Shares intended 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 sold included therein on the same terms and conditions as the securities being registered by the Company. Any Holder's request for such inclusion may be withdrawn, in whole or disposed in part, at any time prior to the effective date of by such Holder and describe Registration Statement. Notwithstanding the nature foregoing, if the Managing Underwriter of any such proposed sale public offering advises the Company in writing that the total amount or other disposition thereof)kind of securities which the Holders, the Company will use its best efforts to cause all such Warrant Shares, and the Other Approved Holders of which shall have requested the registration or qualification thereof, intend to be included in such registration statement proposed public offering is sufficiently large to be filed by materially adversely affect the Company; provided, however, that if a greater number success of Warrant Shares is offered for participation in the such proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed public offering, then the amount or kind of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are for the accounts of Holders and the Other Approved Holders (other than the Requesting Securityholder) shall be reduced pro rata to the extent necessary to reduce the total amount or kind of securities to be registered included in such proposed public offering to the amount or qualified. The kind recommended by such Managing Underwriter before the securities offered by the Company need not maintain the effectiveness of or any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofRequesting Securityholder are so reduced.

Piggyback Registration. If (a) Whenever the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to publicly sell or register for sale any of its securities in an underwritten offering pursuant to a registration statement (a “Piggyback Registration Statement”) under the 1933 Securities Act (except by other than a registration statement on Form S-8 or on Form S-4 or Form S-8 Registration Statement or any similar successor forms thereto) or qualify for (a public distribution under Section 3(b) of “Piggyback Registration”), the 1933 Act, any of its securities, it will Company shall give prompt written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares Amneal Group of its intention to do so effect such sale or registration (the “Piggyback Registration Notice”) and, on subject to Section 5.4(b), shall include in such transaction all Registrable Securities with respect to which the Company has received a written request of from any such Holder given Amneal Group Member for inclusion therein within twenty fifteen (2015) days after the receipt of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any such notice time in its sole discretion, without prejudice to any Amneal Group Member’s right to immediately request a Demand Underwritten Offering hereunder. (which request shall specify b) If the Warrant Shares intended to be sold managing underwriter or disposed of by such Holder and describe the nature underwriters of any proposed sale underwritten offering of Registrable Shares included in a Piggyback Registration informs the Company and the Amneal Group Members that have requested to participate in such offering that, in its or other disposition thereof)their opinion, the Company will use its best efforts number of Registrable Shares which such Amneal Group Members and any other Persons intend to cause all include in such Warrant Sharesoffering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the Holders of which shall have requested securities offered or the registration or qualification thereofmarket for the Registrable Shares offered, then the Registrable Shares to be included in such registration statement proposed to underwritten offering shall be filed (i) first, if requested by the Company; providedCompany on behalf of TPG, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of shares of Company Common Stock TPG proposes to sell equal to at least the lesser of (A) 50% of the dollar value of the shares of Company Common Stock to be sold in the Demand Underwritten Offering or $150,000,000 of shares of Company Common Stock, (ii) second, and only if all the shares referred to in clause (i) have been included, the shares of Class A Common Stock that the Company proposes to sell, (iii) third, and only if all the shares referred to in clause (ii) have been included, the number of Registrable Shares that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata (A) first, among purchasers of Company Common Stock in any Company-Assisted PIPE Transaction and (B) second, among the Amneal Group Members, in each of (A) and (B), that have requested to participate in such offering based on the relative number of Registrable Shares then held by each such holder (provided, that any securities thereby allocated to an Amneal Group Member that exceed such Amneal Group Member’s request shall be reallocated among the remaining requesting Amneal Group Members in like manner) and (iv) fourth, and only if all of the Registrable Shares referred to in clause (iii) have been included in such Registration, any other selling shareholders participating securities eligible for inclusion in the registration, such offering. (c) No registration of Registrable Shares effected pursuant to a request under this Section 5.4 shall not be included deemed to have been effected pursuant to Section 5.3 or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and relieve the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofits obligations under Sections 5.1 through 5.3.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes for any reason to register Primary Shares or Other Shares under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities), it will shall give written notice to all Holders the holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Registrable Shares of its intention to do so register such Primary Shares or Other Shares at least thirty (30) days before the initial filing of such registration statement and, on upon the written request of any such Holder given request, delivered to the Company within twenty (20) days after receipt delivery of any such notice by the Company, of the holders of Registrable Shares to include in such registration Registrable Shares (which request shall specify the Warrant number of Registrable Shares intended proposed to be sold or disposed included in such registration and shall state that such holder of by Registrable Shares desires to sell such Holder and describe Registrable Shares in the nature of any proposed sale or other disposition thereofpublic securities markets), the Company will shall use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Registrable Shares to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the securities otherwise being sold in such registration; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter advises the Company that the inclusion of some or all Registrable Shares requested to be included in such registration would interfere with the successful marketing (including pricing) of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Primary Shares or Other Shares proposed to be offered registered by such Holders for registrationthe Company, as well as then the number of securities of any other selling shareholders participating Primary Shares and Registrable Shares and Other Shares proposed to be included in such registration shall be included in the registrationfollowing order: (i) first, shall not the Primary Shares; (ii) second, the Series B Registrable Shares (or, if necessary, such Series B Registrable Shares will be cutback pro rata among the holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such holder (or Series B Registrable Shares issued in respect thereof)); (iii) third, the Non-Series B Registrable Shares (or, if necessary, such Non-Series B Registrable Shares will be cutback pro rata among the holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such holder (or Non-Series B Registrable Shares issued in respect thereof), provided, however, that in no event will Registrable Shares be cut back pursuant to this clause (iii) or clause (ii) above to the point that Registrable Shares in aggregate constitute less than thirty five percent (35%) of the total number of shares registered in any registration under this Section 3); and (iv) fourth, the Other Shares requested to be included in such registration (or, if necessary, such Other Shares pro rata among the holders thereof based upon the number of Other Shares requested to be registered by each such holder); provided, however, that no Registrable Shares or Other Shares shall be proportionately reduced required to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities be included in a any registration statement pursuant to this Section 9(a), 3 in connection with the selling Holders shall pay Company’s initial public offering if the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, Company and the Company shall pay all underwriters determine, in their sole discretion, not to include any shares other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofPrimary Shares.

Piggyback Registration. If the Company (a) Subject to Section 4.6 hereof, if, at any time within two (2) years after complete exercise of this Warrantwhile there still remain Registrable Securities, but the Company is no more than seven (7) years from longer eligible to use or, notwithstanding its obligations under Section 4.1(a), otherwise the date of this WarrantRegistration Statement is not effective, the Company proposes to register file a new registration statement under the 1933 Securities Act with respect to an offering of Common Stock for (except by i) the Company’s own account (other than a registration statement on Form S-4 or Form S-8 Registration Statement (or any successor forms theretosubstitute form that may be adopted by the Commission) or qualify for with respect to a public distribution under Section 3(bCompany at-the-market offering program (“ATM Program”) or Company dividend reinvestment plans) or (ii) the account of any holder of Common Stock (other than the 1933 ActHolders), any of its securities, it will then the Company shall give written notice of such proposed filing to all the Holders as soon as reasonably practicable (but in no event less than ten (10) Business Days before the anticipated filing date of this Warrantsuch new registration statement). Upon a written request, any Warrants issued pursuant given by Holders to Section 2 and/or Section 3(athe Company within five (5) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days Business Days after receipt delivery of any such notice by the Company, to include Registrable Securities in such Registration (which request shall specify the Warrant Shares intended number of Registrable Securities proposed to be sold or disposed of by included in such Holder and describe the nature of any proposed sale or other disposition thereofnew registration statement if such registration statement is not a “pay as you go” Automatic Shelf Registration Statement), the Company will use its best efforts shall, subject to cause Section 4.6 hereof, include all such Warrant Sharesrequested 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 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 shall have requested 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 registration Company, and the managing underwriter(s) advise the Company that in its or qualification thereof, their reasonable opinion the number of securities proposed to be included in such registration statement proposed to be filed by exceeds the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringUnderwriters’ Maximum Number, then the amount Company shall include in such registration (i) first, the number of Warrant Shares securities proposed to be offered by such Holders for registrationthe Company, as well as (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 Holder and (iii) third, any other selling shareholders participating 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 managing underwriter(s) advise the Company 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 requested to be included therein by the holder(s) originally requesting such registration, (ii) second, the number of securities proposed to be offered 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 on the basis of the aggregate number of Registrable Securities requested to be included by each such Holder 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 to select the managing underwriter(s) for such registration. (f) The Company shall not be included or shall be proportionately reduced grant to a number deemed satisfactory by any Person the managing underwriter. With respect right to each inclusion request the Company to register any shares of Company securities in a registration statement pursuant to Piggyback Registration unless such rights are consistent with the provisions of this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof4.2.

Piggyback Registration. If (a) After the First Year Lock-Up Expiration Date, if the Company at any time within two proposes to effect an Underwritten Public Offering of its Class A Common Stock for its own account or the account of any Stockholder (2other than (i) years after complete exercise pursuant to the IPO Follow-On Underwritten Offering, any Exchange Registration or Demand Registration or (ii) pursuant to a registration on Form S-4 or S‑8 or any successor or similar forms) (a “Piggyback Registration”), the Company will give written notice at least ten (10) business days prior to the anticipated launch of such Underwritten Public Offering to each of the H&F Holders and, following an AIC Demand Event, AIC, which notice shall set forth the Company’s intention to effect the Underwritten Public Offering and the rights of each of the H&F Holders and AIC, as applicable, under this Section 3.12 and shall offer each of the H&F Holders and AIC, as applicable, the opportunity to sell in such Underwritten Public Offering the number of shares of Class A Common Stock as each may request, subject to the restrictions on Transfers herein, the provisions of this WarrantSection 3.12 and, but no more than with respect to the H&F Holders, Section 2.01(d)(v). Upon the request of any H&F Holder or, following an AIC Demand Event, AIC, made within seven (7) years business days after the receipt of notice from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice Company (which request shall specify the Warrant Shares number of shares of Class A Common Stock intended to be sold by or disposed for the benefit of by such Holder and describe the nature of any proposed sale or other disposition thereofStockholder), the Company will shall use its reasonable best efforts to cause include in the Underwritten Public Offering all such Warrant Sharesshares that any H&F Holder or AIC have requested to be sold. Notwithstanding anything to the contrary herein, the H&F Holders of which shall have requested and AIC must sell their Registrable Securities pursuant to this Section 3.12 to the registration or qualification thereof, to be included in such registration statement proposed to be filed underwriters selected by the Company and on the same terms and conditions as apply to the Company; provided. (b) The Company shall be liable for and pay all Registration Expenses in connection with any Piggyback Registration. (c) In connection with a Piggyback Registration, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the sole or managing underwriter of the proposed offering (which registration advises the Company that in its opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not Registrable Securities requested to be included or shall be proportionately reduced to a number deemed satisfactory by exceeds the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a)Maximum Offering Size, the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses include Registrable Securities in such registration up to the Maximum Offering Size in accordance with the priority established by Section 3.05(a) with respect to the IPO Follow-On Underwritten Offering. -29- SC1:3469153.8 (d) No registration of the registration, including but not limited Registrable Securities effected pursuant to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to a request under this Section 3.12 shall be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofcounted as a Demand Registration.

Piggyback Registration. If the Company If, at any time within two (2) years from and after complete exercise the date hereof and subject to the terms and conditions hereof, and until the termination of this WarrantShareholders’ Agreement in accordance with Section 8.3 hereof, but no more than seven (7) years from the date Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of this Warrant, proposes to register others under the 1933 Securities Act of any of its equity securities (except by a other than on Form S-4 F-4, or any successor form thereto, or Form S-8 Registration Statement if then available to the Company, or any successor forms form thereto) , or qualify for a public distribution under Section 3(b) of the 1933 Act, their then equivalents relating to equity securities to be issued solely in connection with any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request acquisition of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold entity or disposed of by such Holder and describe the nature of any proposed sale business or other disposition thereofequity securities issuable in connection with stock option or bona fide, employee benefit plans), the Company will use its best efforts shall send to cause SOF written notice of such determination (the “Piggyback Notice”) and, if within ten (10) days after the delivery of the Piggyback Notice, SOF shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities that SOF requests to be registered, except that if, in connection with any Underwritten Offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of Shares which may be included in the Registration Statement because, in such Warrant underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement (i) all Shares, if any, that the Holders Company proposes to sell for its own account and (ii) the number of which shall have Shares, including the Registrable Securities, that the managing underwriter(s) advise(s), allocated pro rata among the holders of such Shares who are then entitled to exercise piggyback registration rights on the basis of the number of Shares requested the registration or qualification thereof, to be included therein by each holder of such Shares. If an offering in such connection with which SOF is entitled to registration statement proposed to be filed under this Section 6.3 is an Underwritten Offering, then SOF, unless otherwise agreed by the Company; provided, howevershall offer and sell such Registrable Securities in an Underwritten Offering using the same underwriter or underwriters and, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered subject to the Holders) can be accommodated without adversely affecting provisions of this Shareholders’ Agreement, on the proposed offering, then the amount of Warrant same terms and conditions as other Shares proposed to be offered by included in such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofUnderwritten Offering.

Piggyback Registration. If (a) If, at any time, the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiessecurities under the Securities Act (other than in connection with an IPO or pursuant to Section 2.2 hereof or on Forms ▇-▇, it ▇-▇ or comparable forms of registration statements), the Company will give written notice by registered mail, at least thirty (30) business days prior to all the filing of each such registration statement, to the Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Registrable Securities of its intention to do so and, on so. If any Holder notifies the written request of any such Holder given Company within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended of its desire to be sold or disposed of by include any Registrable Securities in such Holder and describe the nature of any proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford such Holder of the Registrable Securities the opportunity to cause all have any such Warrant SharesRegistrable Securities registered under such registration statement. (b) Notwithstanding the provisions of this Section 2.3, (i) the Company shall have the right any time after it shall have given written notice pursuant to this Section 2.3 (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, or to withdraw the same after filing but prior to the effective date thereof and (ii) if the underwriter or underwriters, if any, of any such proposed public offering shall be of the reasonable opinion that the total amount or kind of securities held by the Holders of which shall have requested the registration and any other persons or qualification thereof, entities entitled to be included in such registration statement proposed to be filed by public offering would adversely affect the Company; provided, however, that if a greater number success of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed such public offering, then the amount of Warrant Shares proposed securities to be offered by for the accounts of Holders shall be reduced pro rata with all other selling stockholders included on any such Holders for registration, as well as registration based upon the number relative holdings of shares of Common Stock of such entities to the extent necessary to reduce the total amount of securities of any other selling shareholders participating in the registration, shall not to be included or shall be proportionately reduced in such public offering to a number deemed satisfactory the amount reasonably recommended by the managing underwriter. With underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such reduced portion (which may be none) of the Registrable Securities with respect to each inclusion of securities in a registration statement which such Holder has provided notice pursuant to this Section 9(a), the selling Holders 2.3. In no event shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses be required pursuant to this Section 2.3 to reduce the amount of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are registered by it. Notwithstanding the foregoing, the Company may withdraw any registration statement referred to be registered or qualified. The Company need not maintain the effectiveness of in this Section 2.3 without thereby incurring any such registration, qualification, notification or approval, whether or not at the request of liability to the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If the Company (a) If, at any time within two (2) years after complete exercise of this Warrantthe Mandatory Registration Termination Date, but no more than seven (7) years from the date of this Warrant, Company proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesCommon Stock under the Securities Act, it will give written notice whether as a result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other securities of the Company (but excluding in all Holders of this Warrant, cases any Warrants issued registration pursuant to Section 2 and/or Section 3(a2A hereof or any registrations to be effected on Forms S-4 or S-8 or other applicable successor Forms), the Company shall, each such time, give to the Investors twenty (20) hereofdays' prior written notice of its intent to do so, and any Warrant such notice shall describe the proposed registration and offer such holders the opportunity to register such number of Registrable Shares of its intention to do so and, on as each such holder may request. Upon the written request of any such Holder Investor given within twenty ten (2010) days after receipt the giving of any such notice (which request shall specify by the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)Company, the Company will shall use its reasonable best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed the Registrable Shares of such selling Investor, to the extent requested to be filed by registered, among all holders of Registrable Shares and other persons entitled to the Company; providedinclusion of their shares in such registration, however, that if a greater pro rata on the basis of the number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion shares of Common Stock that owned or held by such selling Investor to all of the managing underwriter shares of Common Stock owned or held by all holders and other persons entitled to be included within such registration; provided that (i) the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount number of Warrant Registrable Shares proposed to be offered sold by such Holders selling Investor is equal to at least twenty-five percent (25%) of the total number of Registrable Shares then held by such selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the registration is to include shares of Common Stock to be sold for registrationthe account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, as well as the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such selling Registrable Shares (without any reduction in the number of securities shares to be sold for the account of the Company or such party exercising demand registration rights) is likely to affect materially and adversely the success of the offering or the price that would be received for any other shares of Common Stock offered, in which case the rights of such selling shareholders participating Investor shall be as provided in Section 3(b) hereof. (b) If a registration pursuant to Section 3 hereof involves an underwritten offering and the managing underwriter shall advise the Company in writing that, in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered in such offering, then, notwithstanding anything in this Section 3 to the contrary, the Company shall only be required to include in such registration, to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering, (i) first, the number of shares of Common Stock proposed to be included in such registration for the account of the Company and/or any stockholders of the Company (other than the Investors) that have exercised demand registration rights, in accordance with the priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other than the Investors), and (ii) second, the shares of Common Stock requested to be included in such registration by all other stockholders of the Company (including, without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be included in such registration. (c) In connection with any offering involving an underwriting of shares, the Company shall not be included required under this Section 3 or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be proportionately reduced to a number deemed satisfactory reasonable and customary, as agreed upon between the Company and the underwriters selected by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register file a registration statement under the 1933 Securities Act with respect to an offering of its Ordinary Shares (except by i) for its own account (other than a registration statement on Form S-4 F-▇, ▇-▇ or Form S-8 Registration Statement (or any successor forms theretosubstitute form that may be adopted by the Commission)) or qualify (ii) for the account of any holders of its Ordinary Shares (including any pursuant to a Demand Registration), on a form and in a manner that would permit registration of Registrable Shares for sale to the public distribution under Section 3(b) of the 1933 Securities Act, any of its securities, it will the Company shall give written notice of such proposed filing to all Holders of this Warrant, each Holder as soon as practicable (but in any Warrants issued pursuant to Section 2 and/or Section 3(a) hereofevent not less than 30 days before the anticipated filing date), and any Warrant such notice shall offer each Holder the opportunity to register such number of Registrable Shares of its intention to do so and, on as the Holder shall request. Upon the written request direction of any Holder, given within 20 days following the receipt by such Holder of any such Holder given within twenty (20) days after receipt of any such written notice (which request direction shall specify the Warrant number of Registrable Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereofHolder), the Company will use its best efforts shall include in such registration statement (a "Piggyback Registration" and, collectively with a Demand Registration, a "Registration'") such number of Registrable Shares as shall be set forth in such notice. (b) Notwithstanding anything contained in this Section 3.02, if the lead underwriter of an offering involving a Piggyback Registration advises the Company that the inclusion of such Registrable Shares (i) would materially and adversely affect the price of the Ordinary Shares to cause all be offered or (ii) result in a greater amount of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered by each party requesting Piggyback Registration shall be reduced such Warrant Sharesthat the total number of Registrable Shares being registered is not larger than such number which, in the Holders opinion of which shall have requested such underwriters, can be sold without (i) materially and adversely affecting the registration price of the Ordinary Shares to be offered or qualification thereof, (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration statement proposed Registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be filed registered by each of them. Nothing contained herein shall require the Company; provided, however, that if a greater Company to reduce the number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Ordinary Shares proposed to be offered issued by such Holders for registrationthe Company. (c) Subject to Section 3.01 (e) (ii) hereof, no Piggyback Registration effected under this Section 3.02 shall be deemed to have been effected pursuant to Section 3.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as well as the number of securities of any other selling shareholders participating in the registration, provided under Section 3.01 hereof (d) The Company shall not be included obligated to effect any registration of Registrable Shares under this Section 3.02 that is incidental to the registration of any of its securities in connection with any merger, acquisition, exchange offer, dividend reinvestment plan or stock option or other employee benefit plan. (e) Notwithstanding anything contained in this Section 3.02, if at any time after giving notice of its intention to register any of its securities and prior to the effective date of the registration statement fled 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 the Holders participating in such registration and thereupon the Company shall be proportionately reduced relieved of its obligation to a number deemed satisfactory by register any Registrable Shares in connection with such registration (but not from its obligation to pay expenses incurred in connection with such registration to the managing underwriter. With respect to each inclusion of securities extent provided in a Section 3.05). (f) No Holder may participate in any underwritten registration statement pursuant to this Section 9(a), 3.02 unless such Holder (i) agrees to sell such Holder's Registrable Shares on the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and basis provided in any underwritten arrangements approved by the Company shall pay and (ii) completes and executes all other costs and expenses questionnaires, powers of the registrationattorney, including but not limited to all registrationindemnities, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements underwriting agreements and other expenses documents required under the terms of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofunderwriting arrangements.

Piggyback Registration. If the Company at any time within two (2) years from and after complete exercise the expiration of this Warrantthe Standstill Period, but no more than seven (7) years from the date of this Warrant, Gaiam proposes for any reason to register Primary Shares or Other Shares under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities), it will shall promptly give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares Revolution Living of its intention so to do so register the Primary Shares or Other Shares and, on upon the written request of any such Holder request, given within twenty (20) 15 days after receipt delivery of any such notice by Gaiam, of Revolution Living to include in such registration Registrable Shares (which request shall specify the Warrant number of Registrable Shares intended proposed to be sold or disposed of by included in such Holder and describe the nature of any proposed sale or other disposition thereofregistration), the Company will Gaiam shall use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Registrable Shares to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the Securities otherwise being sold in such registration; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter advises Gaiam that the inclusion of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant all Registrable Shares or Other Shares proposed to be offered included in such registration would interfere with the successful marketing (including pricing) of Primary Shares proposed to be registered by such Holders for registrationGaiam, as well as then the number of securities of any other selling shareholders participating Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the registrationfollowing order: (i) first, shall not the Primary Shares or, if the registration is a registration on behalf of holders of Other Shares holding demand registration rights, the Other Shares requested to be included or shall in such registration; (ii) second, the Registrable Shares held by Revolution Living and requested by Revolution Living to be proportionately reduced included in such registration pursuant to the terms of this Section 6.2 and the Other Shares (if such holders are not exercising demand registration rights), on a pari passu basis based on the number deemed satisfactory by of shares sought to be registered; and (iii) third, the managing underwriter. With respect to each inclusion of securities in Primary Shares (if the registration is a registration statement pursuant to this Section 9(aon behalf of holders of Other Shares holding demand registration rights), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register Common Stock under the 1933 Securities Act for sale to the public (including registrations pursuant to Section 2 or 3 hereof), whether for its own account or for the account of other security holders or both (except by a registration statements on Form S-4 ▇-▇, ▇-▇ or Form S-8 Registration Statement or any successor forms thereto) or qualify another form not available for a public distribution under Section 3(b) of registering the 1933 ActEligible Securities for sale to the public), any of its securities, each such time it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on so. Upon the written request of any such Holder (a "Piggyback Request"), given within twenty (20) 20 days after receipt of any such notice (which request shall specify the Warrant Shares intended notice, to be sold or disposed register any of by such Holder and describe the nature of any proposed sale or other disposition thereof)its Eligible Securities, the Company will use its best efforts to cause all such Warrant Shares, the Holders of Eligible Securities as to which registration shall have been so requested the registration or qualification thereof, to be included in such covered by the registration statement proposed to be filed by the Company; provided. (b) In the event that any registration statement described in this Section 4 shall relate, howeverin whole or in part, that if to an underwritten public offering of shares of Common Stock, the Eligible Securities to be registered must be sold through the same underwriters as have been selected by the Company or agreed to pursuant to Section 2(b) hereof. Otherwise, the method of distribution of the Eligible Securities to be sold by any Holder making a greater Piggyback Request shall be as specified therein. Except in the case of a registration statement filed pursuant to a Registration Request under Section 2 hereof or a Form S-3 Request made under Section 3 hereof, the number of Warrant Shares is offered for participation shares of Common Stock to be included in such registration statement on account of any person (other than the proposed offering than in Company) may be reduced if and to the reasonable opinion extent that the underwriter or underwriters shall be of the managing underwriter opinion that such inclusion would materially adversely affect the marketing of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount total number of Warrant Shares shares of Common Stock proposed to be offered by such Holders for registrationsold, as well as and the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are shares to be registered or qualifiedand sold by each person (other than the Company) shall be reduced pro rata according to the relative number of fully diluted shares owned by such person. The Notwithstanding the foregoing provisions of this Section 4, the Company need not maintain the effectiveness of may withdraw any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofregistration statement referred to in this Section 4 without thereby incurring any liability to any requesting Holder.

Piggyback Registration. If In the event the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes shall determine in its sole discretion to register under with the 1933 Commission for sale any Common Stock, for its own account or for the account of others, 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 (except by Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) similar event, the Company shall promptly give to the holders of the 1933 Act, any of its securities, it will give Registrable Securities written notice thereof (and in no event shall such notice be given less than ten (10) calendar days prior to all Holders the filing of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereofsuch registration statement), and any Warrant Shares shall, include all of its intention to do so and, on the Registrable Securities specified in a written request of any such delivered by the Holder given thereof within twenty five (205) calendar days after receipt of any such written notice (which request shall specify from the Warrant Shares intended Company. The Company may, without the consent of the Holders, withdraw such registration statement prior to its becoming effective if the Company or such other stockholders have elected to abandon the proposal to register the securities proposed to be sold registered thereby. Notwithstanding the foregoing, if such registration undertaken by the Company is in connection with an underwritten public offering, and the underwriter in such public offering reasonably determines that inclusion of all of the Registrable Securities in such registration would be detrimental to the successful completion of the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or disposed none of by the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such Holder and describe registration statement shall be reduced pro-rata among such Holders (based upon the nature number of any proposed sale or other disposition thereofRegistrable Securities requested to be included in the registration), if the Company will use its best efforts to cause all such Warrant Sharesafter consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by statement, if the CompanyCompany after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, 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 Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included persons or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all entities (other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for than the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof).

Piggyback Registration. If (i) In the Company at event that (A) there is not an effective Registration Statement covering the total number of Registrable Equity Support Shares that is on file with the SEC and (B) the Issuer or any time within two (2) years after complete exercise shareholder of this Warrant, but no more than seven (7) years from the date of this Warrant, Issuer proposes to register conduct a registered offering of, or if the Issuer proposes to file a Registration Statement under the 1933 Securities Act with respect to the registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities (except by including pursuant to the ATM Agreement), for its own account or for the account of shareholders of the Issuer, other than a Form S-4 or Form S-8 Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor forms rule thereto), or (iii) or qualify for filed in connection with a confidentially marketed public distribution under Section 3(b) offering by the Issuer of primary shares, then the 1933 Act, any of its securities, it will Issuer shall give written notice of such proposed offering to all Holders each Subscriber (a “Piggyback Notice”) as soon as practicable but not less than ten (10) days before the anticipated filing date of this Warrantsuch Registration Statement or, any Warrants issued in the case of a registration in which securities of the Issuer are sold to an underwriter in a firm commitment underwriting for distribution to the public (an “Underwritten Offering”) pursuant to Section 2 and/or Section 3(aa shelf registration, the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used for marketing such offering, which Piggyback Notice shall (A) hereofdescribe the amount and type of securities to be included in such offering, the proposed filing date, the intended method(s) of distribution, the name of the proposed managing underwriter or underwriters, if any, in such offering and to the extent then known a good faith estimate of the proposed minimum offering price, and any Warrant (B) offer to each Subscriber the opportunity to include in such registered offering such number of Registrable Equity Support Shares of its intention to do so and, on the written as such Subscriber may request of any such Holder given in writing within twenty five (205) days after receipt of any such notice Piggyback Notice (which request shall specify the Warrant such registered offering, a “Piggyback Registration”). The Issuer shall, in good faith, cause such Registrable Equity Support Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of cause the managing underwriter or underwriters of such Piggyback Registration to permit the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Registrable Equity Support Shares proposed to be offered requested by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement Subscriber pursuant to this Section 9(a), 7(c) to be included therein on the selling Holders shall pay the fees same terms and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses conditions as any similar securities of the registration, including but not limited Issuer included in such registered offering and to all registration, filing and NASD fees, printing expenses, fees and disbursements permit the sale or other disposition of counsel and accountants for such Registrable Equity Support Shares in accordance with the Company, all internal expenses, and legal fees and disbursements and other expenses intended method(s) of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualifieddistribution thereof. The Company need not maintain inclusion of Registrable Equity Support Shares in a Piggyback Registration shall be subject to each Subscriber’s agreement to enter into an underwriting agreement in customary form with the effectiveness of any underwriter(s) selected for such registrationUnderwritten Offering, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofif applicable.

Piggyback Registration. If (a) Subject to Section 2.2(b), whenever the Company proposes to file a Registration Statement (other than an Excluded Registration) at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years and from the date of this Warrant, proposes time to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiestime, it will will, prior to such filing, promptly give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on if the Company receives the written request of any such Holder given holding Registrable Securities within twenty (20) days after receipt of any the Company provides such notice (which request notice, the Company shall specify cause all Registrable Securities that the Warrant Shares intended to be sold or disposed of Company has been requested by such Holder and describe or Holders to be registered under the nature of any proposed Securities Act to the extent necessary to permit their sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Companydisposition; provided, however, that if a greater number of Warrant Shares is offered for participation the rights set forth in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion this Section 2.2 shall be in writing and delivered not apply to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed Registration Statements to be offered by such Holders for registration, as well as filed pursuant to Section 2.1 hereof; and provided further that the number of securities of Company shall have the right to postpone or withdraw any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement effected pursuant to this Section 9(a)2.2 without obligation to any Holder. The expenses of such withdrawn registration shall be borne by the Company. (b) In connection with any offering under this Section 2.2 involving an underwriting, the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay not be required to include any Registrable Securities in such underwriting unless the holders thereof accept the terms of the underwriting as reasonably agreed upon between the Company and the underwriters selected by it. If the underwriter advises the Company or the holders of Registrable Securities requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the number of Registrable Securities to be underwritten, then the Registrable Securities that are included in such offering shall be allocated among the selling holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling holder or in such other proportions as shall mutually be agreed to by all such selling holders; provided that in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and securities (other expenses of complying with state securities laws of any jurisdictions in which the than securities to be offered sold by the Company) are to first entirely excluded from the offering, or (ii) the amount of Registrable Securities included in the offering be registered reduced below twenty-five percent (25%) of the total amount of securities included in such offering unless such offering is the initial public offering of the Company’s equity securities and no other Holder has included shares in such registration. For purposes of the provision in this Section 2.2(b) concerning apportionment, for any holder that is a partnership, limited liability company, or qualified. The Company need not maintain corporation, the effectiveness partners, members, retired partners, retired members, stockholders, and Affiliates of such holder, or the estates and Family Members of any such registrationpartners, qualificationretired partners, notification or approvalmembers, whether or not at and retired members and any trusts for the request benefit of any of the Holdersforegoing persons, more than six (6) months following shall be deemed to be a single “holder”, and any pro rata reduction with respect to such holder shall be based upon the effective date thereofaggregate number of Registrable Securities owned by all persons included in such “holder”.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes for ---------------------- any reason to register Primary Shares or Other Shares under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms theretothereto and other than with respect to the registration statement originally filed in April 1999 for CVI and others) or qualify for a public distribution under Section 3(b) including, without limitation, any registration pursuant to the exercise of the 1933 Actdemand registration rights of any Person other than the Purchaser or any other Holder, on any form that would also permit the registration of its securitiesPurchaser Shares, it will promptly give written notice to all the Purchaser and the Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so register the Primary Shares or Other Shares and, on upon the written request of any such Holder request, given within twenty (20) 15 days after receipt delivery of any such notice by the Company, of the Purchaser or any Holder to include in such registration Purchaser Shares held by such Person (which request shall specify the Warrant number of Purchaser Shares intended proposed to be sold or disposed of by included in such Holder and describe the nature of any proposed sale or other disposition thereofregistration), the Company will shall use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Purchaser Shares to be included in such registration statement proposed to be filed by on the Company; same terms and conditions as the securities otherwise being sold in such registration provided, however, that if a greater number at any time after giving written notice of Warrant Shares is offered 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 participation in any reason not to proceed with the proposed offering than in the reasonable opinion registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Purchaser Shares and, thereupon, shall be relieved of its obligation to register any Purchaser Shares in connection with such registration; and, provided further, however, that if the ---------------- ------- managing underwriter advises the Company that the inclusion of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant all Purchaser Shares or Other Shares proposed to be offered included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares proposed to be registered by such Holders for registrationthe Company, as well as then the number of securities of any other selling shareholders participating Primary Shares, Purchaser Shares and Other Shares proposed to be included in such registration shall be included in the following order: (b) second, the Other Shares (other than those shares of Common Stock ------ which are not subject to any registration rights agreement) and the Purchaser Shares requested to be included in such registration, pro rata based upon the --- ---- number of shares of Common Stock requested to be included in such registration (assuming conversion of Preferred Shares and exercise of Warrants, as applicable) owned by each such seller at the time of such registration. In connection with any underwritten offering under this Section 9.3, the Company shall not be included or shall be proportionately reduced required to a number deemed satisfactory include Purchaser Shares in such underwritten offering unless the Holders of such Purchaser Shares accept the terms of the underwriting of such offering that have been agreed upon between the Company and the underwriters selected by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a)Company, including without limitation, the selling Holders shall pay underwriting agreement and the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofconnection therewith.

Piggyback Registration. (a) If the Company Partnership at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes for any reason to register Primary Units or Other Units under the 1933 Securities Act (except by a other than the Public Offering, offerings on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act (or any successor forms thereto) ), offerings in connection with any stock option plan, stock purchase plan, savings or qualify for a public distribution under Section 3(b) similar plan or offerings pursuant to registration rights in existence as of the 1933 Act, any of its securitiesdate hereof (to the extent piggyback registration rights are permitted by such registration rights) and other than pursuant to Section 2), it will shall give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Unitholders of its intention to do so register such Primary Units or Other Units at least 30 days before the initial filing of the Registration Statement related thereto and, on upon the written request of any Unitholders to include in such Holder given within twenty (20) days after receipt of any such notice registration Registrable Units (which request shall specify the Warrant Shares intended number of Registrable Units proposed to be sold or disposed of by included in such Holder and describe registration), delivered to the nature Partnership within 15 business days after delivery of any proposed sale or other disposition thereof)such notice by the Partnership, the Company will Partnership shall use its reasonable best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Registrable Units to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the units otherwise being sold in such registration; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter advises the Partnership that the inclusion of all Registrable Units requested to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Units or Other Units proposed offering (which opinion shall to be in writing and delivered to registered by the Holders) can be accommodated without adversely affecting the proposed offeringPartnership, then the amount number of Warrant Shares Primary Units, Registrable Units and Other Units proposed to be offered by included in such Holders for registrationregistration shall be, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holdersmanaging underwriter, more than six excluded from the offering or reduced (6"cutback") months following pro rata among the holders of Registrable Shares and Other Shares, based upon the number of units requested by holders thereof to be registered in such offering; provided, further, that if, at any time after giving written notice of its intention to register any Primary Units or Other Units and prior to the effective date thereofof the Registration Statement filed in connection with such registration, the Partnership shall determine for any reason either not to register or to delay registration of such units, the Partnership may, at its election, give written notice of such determination to each holder of Registrable Units and, thereupon (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Units in connection with such registration (but not from its obligation to pay the expenses of such registration), without prejudice, however, to the rights of any holder or holders of Registrable Units entitled to do so to request that such registration be effected as a Registration Statement pursuant to Section 2 or Section 4 of this Agreement, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Units, for the same period as the delay in registering such Primary Units and/or Other Units. No registration effected pursuant to this Section 3 shall relieve the Partnership of its obligation to effect any registration upon request under Section 2 or Section 4, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2 or Section 4. The Partnership will pay all expenses of registration in connection with each registration pursuant to this Section 3. (b) The number of requests permitted by the Unitholders pursuant to this Section 3 shall be unlimited.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven six (76) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesequity securities or debt with equity features, it will give written notice to all Holders of this Warrant, of any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and of any Warrant Shares Shares, of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount number of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ ' shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six nine (69) months following the effective date thereof.

Piggyback Registration. If the Company If, at any time within two the period commencing one (21) year and expiring six (6) years after complete exercise of this Warrantthe Effective Date, but no more than seven (7) years from the date of this Warrant, proposes to register Company should file a registration statement with the Commission under the 1933 Act (except by other than in connection with a merger or pursuant to Form S-4 or Form S-8 Registration Statement or any successor forms theretoS-8) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice by registered mail, at least twenty (20) days prior to the filing of each such registration statement, to the Underwriters and to all other Holders of this Warrant, any the Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If the written request Underwriters or other Holders of any such Holder given the Warrants and/or the Warrant Shares notify the Company within twenty ten (2010) days after receipt of any such notice (which request shall specify the of its or their desire to include any Warrant Shares intended in such proposed registration statement, the Company shall afford the Underwriters and such Holders of the Warrants and/or Warrant Shares the opportunity to be sold or disposed have any such Warrant Shares registered under such registration statement. Notwithstanding the provisions of by such Holder and describe the nature of any proposed sale or other disposition thereofthis Section 7(c), the Company will use shall have the right at any time after it shall have given written notice pursuant to this Section 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, or to withdraw the same after the filing but prior to the effective date thereof. If the underwriter of an offering to which the above piggyback rights apply objects to such rights, such objection shall preclude such inclusion. However, in such event, the Company will, within six (6) months of completion of such subsequent underwriting, file at its best efforts sole expense, a registration statement relating to cause all such excluded Warrant Shares, the Holders of which shall have requested be in addition to any registration statement required to be filed pursuant to Section 7(b), unless such Holders had refused an opportunity provided with the registration or qualification thereofconsent of the underwriter, to be included in the registration statement on the condition that they agree not to offer the securities for sale without the prior written consent of the underwriter for a period not exceeding 60 days from the effective date of such registration statement. If the underwriter in such underwritten offering shall advise the Company that it declines to include a portion or all of the Warrant Shares requested by the Underwriters and the Holders to be included in the registration statement, then (A) registration of all of the Warrant Shares shall be excluded from such registration statement proposed on the condition that all securities to be filed registered by other selling security holders, if any, are also excluded and (B) registration of a portion of such Warrant Shares shall be allocated among the Underwriters and the Holders and any other selling securityholders in proportion to the respective numbers of securities to be registered by the Company; provided, however, that if a greater Underwriters and each such Holder and other selling securityholder. In such event the Company shall give the Underwriters and the Holders prompt notice of the number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofexcluded.

Piggyback Registration. 9.1 If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes Company shall determine to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiescommon stock other than pursuant to (A) a registration relating solely to the sale of securities to participants in a Company employee benefits plan, it will give written notice (B) a registration on any form which does not include substantially the same information as would be required to all Holders be included in a registration statement covering the sale of this Warrant, any Warrants the Shares issued pursuant to this Subscription Agreement (such shares of the Company’s common stock, for purposes of this Section 2 and/or Section 3(a9 only, "Registrable Shares"), (C) hereofa registration relating to securities issued in connection with an acquisition by the Company, and any Warrant Shares or (D) a registration in which the only the Company’s common stock being registered is common stock issuable upon conversion of its intention debt securities which are also being registered), it shall send to do so the Subscriber written notice of such determination and, on the written request of any such Holder given if within twenty (20) days after receipt of any such notice (which notice, the Subscriber shall so request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)in writing, the Company will shall use its commercially reasonable best efforts to cause include in such registration all or any part of the Registrable Shares that the Subscriber requests to be registered. 9.2 If such Warrant Sharesregistration involves an underwritten public offering and the managing underwriter determines in its sole discretion that marketing factors require a limitation on the number of shares that may be included in the registration, the Holders number of which shall have requested the registration or qualification thereof, shares to be included in such registration statement proposed shall be apportioned as follows: First, the common stock held by officers and directors of the Company shall be excluded to the extent required by such limitation. Second, the Registrable Shares requested to be filed registered by the Subscriber and other subscribers in this private placement shall be excluded to the extent required by such limitation. Third, the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in ’s common stock requested to be registered by selling stockholders with registration rights other than under this Subscription Agreement shall be excluded to the proposed offering than in extent required by such limitation. If the reasonable opinion Subscriber disapproves of the managing underwriter terms of the proposed offering (which opinion shall be in writing and delivered such underwriting, he may elect to withdraw therefrom by written notice to the Holders) can be accommodated without adversely affecting Company and the proposed offering, then the amount underwriter. 9.3 The Subscriber hereby agrees that he will not sell or otherwise transfer or dispose of Warrant Shares proposed (other than to donees who agree to be offered by such Holders for registration, as well as similarly bound) any Registrable Shares during a period not to exceed 90 days following the number effective date of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement in connection with an underwritten public offering of the Company if so requested by the Company or any representative of its underwriters, and the Subscriber shall enter into such underwriter's standard form of "lockup" or "market standoff' agreement in a form satisfactory to the Company and such underwriter. In order to enforce the foregoing covenant, the Company may impose stock transfer restrictions with respect to the Registrable Shares of the Subscriber until the end of the lockup period. 9.4 The obligations of the Company to register any of the Subscriber’s Registrable Shares pursuant to this Section 9(a), 9 shall terminate on the selling Holders shall pay earlier of (i) the fees and disbursements sale of special counsel and accountants for such Registrable Shares pursuant to an effective registration statement under the selling HoldersSecurities Act, and underwriting discounts or commissions and transfer taxes applicable (ii) if the Subscriber is eligible to the selling Holders’ shares, and the Company shall pay sell all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request Subscriber’s Registrable Securities under Rule 144 of the Holders, more than six (6) months following the effective date thereofSecurities Act within any three month period without volume limitations.

Piggyback Registration. If (x) the Company Corporation at any time within two proposes for any reason to register or offer Primary Shares or Other Shares (2other than in an Excluded Registration) years after complete exercise of this Warrant, but no more than seven or (7y) years from the date of this Warrant, any Holder proposes to register or offer any Registrable Shares pursuant to the terms of this Agreement (including any Underwritten Shelf Takedown), in each case under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Securities Act, any in the case of its securitiesclause (x), it will the Corporation shall give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares each Holder of its intention to do so register or offer such Primary Shares or Other Shares, and in the case of clause (y) the applicable Holder shall give written notice to the Corporation of its intention to so register or offer its Registrable Shares, in each case at least ten (10) days before the initial filing of the registration statement related thereto or any offering thereunder and, on in the case of clause (y) the Corporation shall promptly give written request of any such Holder given notice thereof to each other Holder, and, upon the request, delivered to the Corporation within twenty five (205) days after receipt delivery of any such notice by the Corporation, of any Holder to include in such registration or offering Registrable Shares (which request shall specify the Warrant number of Registrable Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed or offering), the Corporation shall use commercially reasonable efforts to cause all such Registrable Shares to be filed included in such registration or offering on the same terms and conditions as the securities otherwise being sold in such registration or offering; provided that in the event an Underwritten Shelf Takedown is a “bought deal” or overnight transaction, the Corporation shall give written notice of such Underwritten Shelf Takedown to all other Holders of Registrable Shares within one (1) business day of the day the request is received by the CompanyCorporation, and Holders shall provide written requests for inclusion therein within two (2) business days of receiving such notice; provided, further, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter advises the Corporation that the inclusion of all Registrable Shares requested to be included in any registration or offering would interfere with the successful marketing (including pricing) of an offering of the Primary Shares, Other Shares or Registrable Shares, as applicable, proposed offering (which opinion shall to be in writing registered, then, the number of Primary Shares, Registrable Shares and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Other Shares proposed to be offered included in such registration or offering shall be included in the following order: (a) in the case of a registration initiated by the Corporation, for its own account, of Primary Shares: (i) first, the Primary Shares; (ii) second, the Registrable Shares held by the Holders (or, if necessary, such Registrable Shares pro rata among such Holders for registration, as well as based on the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are Registrable Shares requested to be registered or qualifiedoffered by each such Holder); and (iii) third, the Other Shares; provided, that in no event shall the managing underwriter include in such registration or offering less than thirty percent (30%) of Registrable Shares proposed to be included in such registration or offering by the Holders without the consent of each such proposing Holder. The Company need not maintain Corporation shall have the effectiveness right to terminate or withdraw any registration or offering initiated by it for its own account under this Section 3 before the effective date of any such registrationregistration or pricing of such offering, qualification, notification or approvalas applicable, whether or not at any Holder has elected to include Registrable Shares in such registration or offering; (b) in the request case of any registration initiated by the Corporation pursuant to a Holder’s exercise of its rights pursuant to Section 2 or Section 4 (and not undertaken for the Corporation’s account): (i) first, the Registrable Shares of any requesting Holders, pro rata among such Holders based upon the number of Registrable Shares requested to be registered by each such Holder; (ii) second, any Primary Shares proposed to be registered by the Corporation for its own account; and (iii) third, any Other Shares or other securities of the HoldersCorporation proposed to be registered by the Corporation for the account of any other party; and (c) in the case of any registration initiated by the Corporation on behalf of any other holder of securities of the Corporation (other than Holders of Registrable Shares under this Agreement): (i) first, more than six the Registrable Shares of any Holders requesting to be included in such registration pursuant to the terms of this Agreement, pro rata among such Holders based upon the number of Registrable Shares requested to be registered by each such Holder; (6ii) months following second, the effective date thereofsecurities of the holders requesting such registration; (iii) third, any Primary Shares proposed to be registered by the Corporation for its own account; and (iv) fourth, any Other Shares or other securities of the Corporation proposed to be registered by the Corporation for the account of any other party.

Piggyback Registration. If In the event the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes shall determine in its sole discretion to register under with the 1933 SEC for sale any Common Stock, for its own account or for the account of others, 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 (except by Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) similar event, the Company shall promptly give to the holders of the 1933 Act, any of its securities, it will give Registrable Securities written notice thereof (and in no event shall such notice be given less than ten (10) calendar days prior to all Holders the filing of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereofsuch registration statement), and any Warrant Shares shall, include all of its intention to do so and, on the Registrable Securities specified in a written request of any such delivered by the Holder given thereof within twenty five (205) calendar days after receipt of any such written notice (which request shall specify from the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)Company. However, the Company will use may, without the consent of the Holders, withdraw such registration statement prior to its best efforts becoming effective if the Company or such other stockholders have elected to cause abandon the proposal to register the securities proposed to be registered thereby. Notwithstanding the foregoing, if such registration undertaken by the Company is in connection with an underwritten public offering, and the underwriter in such public offering reasonably determines that inclusion of all of the Registrable Securities in such Warrant Sharesregistration would be detrimental to the successful completion of the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of which Registrable Securities requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by statement, if the CompanyCompany after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, 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 Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included persons or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all entities (other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for than the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof).

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Parent proposes to register file a Registration Statement under the 1933 Securities Act with respect to 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 Parent (except or by Parent and by the stockholders of Parent including, without limitation, pursuant to Section 2.2 hereof) on a Form S-4 or Form S-8 form that would permit registration of Registrable Securities, other than a Registration Statement (i) filed in connection with any employee stock option or any successor forms theretoother benefit plan, (ii) for an exchange offer or qualify offering of securities solely to Parent’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of Parent, (iv) for a public distribution under Section 3(bdividend reinvestment plan or (v) of the 1933 Acton Form S-4, any of its securities, it will then Parent shall give written notice of such proposed filing to all Holders of this Warrantthe Investors of Registrable Securities as soon as practicable but not less than ten days before the anticipated filing date of such Registration Statement, any Warrants issued pursuant to Section 2 and/or Section 3(awhich notice shall (A) hereof, and any Warrant Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature amount and type of any proposed sale or other disposition thereof), the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, securities to be included in such registration statement offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Investors the opportunity to register the sale of such number of Registrable Securities as such Investors 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 filed made by the CompanyInvestors within three Business Days after the delivery of any such notice by Parent) (such Registration a “Piggyback Registration”); provided, however, that if a greater number Parent has been advised in writing by the managing Underwriter(s) that the inclusion of Warrant Shares is offered Registrable Securities for participation sale for the benefit of the Investors will have an adverse effect on the price, timing or distribution of the Common Stock in the proposed offering than Underwritten Offering, then (1) if no Registrable Securities can be included in the reasonable Underwritten Offering in the opinion of the managing underwriter Underwriter(s), Parent shall not be required to offer such opportunity to the Investors or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringmanaging Underwriter(s), then the amount of Warrant Shares proposed Registrable Securities to be offered by for the accounts of Investors shall be determined based on the provisions of Section 2.3(b). Subject to Section 2.3(b), Parent shall, in good faith, cause such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or shall be proportionately reduced Underwriters of a proposed Underwritten Offering to a number deemed satisfactory permit the Registrable Securities requested by the managing underwriter. With respect to each inclusion of securities in a registration statement Investors pursuant to this Section 9(a2.3 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Parent included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from an Investor is received within the specified time, each such Investor shall have no further right to participate in such Underwritten Offering. All such Investors proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by Parent. (b) If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises Parent and the Investors of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock that Parent 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 Investors 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 Parent, exceeds the Maximum Number of Securities, then: (i) If the Registration is undertaken for Parent’s account, Parent shall include in any such Registration (A) first, shares of Common Stock or other equity securities that Parent 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), the selling Holders Registrable Securities of Investors exercising their rights to register their Registrable Securities pursuant to Sections 2.2 and 2.3 hereof which can be sold without exceeding the Maximum Number of Securities, allocated pro rata based on the respective number of Registrable Securities that each such Investor has requested be included in such Registration; 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 Parent, 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 Investors, then Parent shall pay 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 fees Investors 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), the Registrable Securities of Investors exercising their rights to register their Registrable Securities pursuant to Sections 2.2 and disbursements 2.3 hereof which can be sold without exceeding the Maximum Number of special counsel Securities, allocated pro rata based on the respective number of Registrable Securities that each such Investor has requested be included in such Registration; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and accountants (B), shares of Common Stock or other equity securities that Parent 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 selling Holdersaccount of other persons or entities that Parent is obligated to register pursuant to separate written contractual piggy-back registration rights of other stockholders of Parent, which can be sold without exceeding the Maximum Number of Securities. (c) Any Investor that indicated an intention to sell Registrable Securities under this Section 2.3 shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to Parent and underwriting discounts the Underwriter or commissions and transfer taxes applicable Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the selling Holders’ shares, and pricing of such Underwritten Offering. Parent (whether on its own good faith determination or as the Company shall pay all other costs and expenses result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the registration, including but not limited Commission in connection with a Piggyback Registration at any time prior to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, Parent 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 such registration, qualification, notification or approval, whether or Registration effected pursuant to Section 2.3 shall not at the request of the Holders, more than six (6) months following the effective date thereofbe counted as a Registration effected under Section 2.2.

Piggyback Registration. If Subject to the terms and conditions of this Agreement, if the Company at any time within two following the Closing Date (2other than pursuant to Section 9.1(a)) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiessecurities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders (the “Triggering Holders”) or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), it will give prompt written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Purchaser of its intention to do so and, on (such notice to be given not less than ten (10) Business Days prior to the anticipated filing date of the related Registration Statement). Upon the written request of any such Holder given the Purchaser, received by the Company within twenty ten (2010) days Business Days after receipt the giving of any such notice (which request shall specify by the Warrant Shares intended Company, to be sold or disposed register any of by such Holder and describe the nature of any proposed sale or other disposition thereof)its Registrable Securities, the Company will use its commercially reasonable best efforts to cause all such Warrant Shares, the Holders of Registrable Securities as to which registration shall have been so requested the registration or qualification thereof, to be included in such registration statement the securities to be covered by the Registration Statement proposed to be filed by the Company; provided, howeverall to the extent required to permit the sale or other disposition by the Purchaser or its Affiliates of such Registrable Securities so registered. In the event that any registration pursuant to this Section 9.1(b) shall be, that if a greater in whole or in part, an underwritten public offering of Common Stock, the number of Warrant Shares is offered for participation shares of Registrable Securities to be included in such an underwriting may be reduced pursuant to an Underwriter Cutback. In the proposed offering than in the reasonable opinion of event that the managing underwriter or co-managing underwriters on behalf of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as all underwriters limits the number of securities shares to be included in a registration pursuant to this Section 9.1(b), or shall otherwise require a limitation of any other selling shareholders participating the number of shares to be included in the registration, shall not then the Company will include in such registration (i) first, securities proposed by the Company to be sold for its own account or for the account of the Triggering Holders and (ii) second, shares of Registrable Securities requested to be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement Purchaser pursuant to this Section 9(a9.1(b) and securities requested to be included by any other holders of Common Stock (the “Requesting Holders”), pro rata, based on the selling Holders shall pay number of Registrable Securities beneficially owned by the fees Purchaser and disbursements the number of special counsel and accountants for shares of Common Stock with applicable registration rights beneficially owned by the selling Requesting Holders. Notwithstanding the foregoing provisions, and underwriting discounts or commissions and transfer taxes applicable the Company may withdraw any registration statement referred to in this Section 9.1(b) without thereby incurring any Liability to the selling HoldersPurchaser or its Affiliates. This Section 9.1(b) shall not apply with respect to any offering contemplated by Triggering Holders which is an underwritten block trade or similar transaction or other transaction with a one (1) day or less marketing period, including overnight bought deals, by one or more of the Selling Shareholders (or their affiliates or permitted transferees) or Other Equity Purchasers (or their Affiliates or permitted transferees). For the avoidance of doubt, to the extent the Purchaser elects to participate in registrations or offerings pursuant to this Section 9.1(b) in which one or more of the Selling Shareholders (or their affiliates or permitted transferees) is the Triggering Holder, the Purchaser acknowledges that the Sellers’ sharesRepresentative shall be entitled to select the underwriters of such offering, negotiate the underwriting agreement and other documentation governing such offering, determine the timing, size and price of such offering and otherwise work with the Company and the underwriters in structuring and determining all aspects of the offering, and the Company Selling Shareholders (and their affiliates and permitted transferees) shall pay all other costs and expenses of have priority in the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws event of any jurisdictions Underwriter Cutback in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification registration or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofoffering.

Piggyback Registration. If the Company Corporation at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes for any reason to register Primary Shares or Other Shares under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities), it will shall give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Investors of its intention to do so register such Primary Shares or Other Shares at least thirty (30) days before the initial filing of such Registration Statement (which notice shall specify the form and manner and other relevant facts involved in such registration, including the proposed manner of sale and estimated price) and, on upon the written request of any such Holder given request, delivered to the Corporation within twenty thirty (2030) days after receipt delivery of any such notice by the Corporation, of the Investors to include in such registration Registrable Shares (which request shall specify the Warrant number of Registrable Shares intended proposed to be sold or disposed of by included in such Holder registration and describe shall state that such Investors desire to sell such Registrable Shares in the nature of any proposed sale or other disposition thereofpublic securities markets), the Company will Corporation shall use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Registrable Shares to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the securities otherwise being sold in such registration; providedPROVIDED, howeverHOWEVER, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter advises the Corporation that the inclusion of all Registrable Shares requested to be included in such registration would interfere with the successful marketing (including pricing) of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Primary Shares or Other Shares proposed to be offered registered by such Holders for registrationthe Corporation, as well as then the number of securities of any other selling shareholders participating Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the registrationfollowing order: (a) if the provisions of this SECTION 4 are invoked as a result of the Corporation's registration of Primary Shares, the order shall not be as follows: (i) FIRST, the Primary Shares; (ii) SECOND, the Registrable Shares requested to be included or shall be proportionately reduced to a in such registration (or, if necessary, such Registrable Shares PRO RATA among the holders thereof based upon the number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are Registrable Shares requested to be registered or qualified. The Company need not maintain by each such holder); and (iii) THIRD, the effectiveness Other Shares requested to be included in such registration (or, if necessary, such Other Shares PRO RATA among the holders thereof based upon the number of any Other Shares requested to be registered by each such registration, qualification, notification or approval, whether or not at holder). (b) if the request provisions of this SECTION 4 are invoked as a result of the HoldersCorporation's registration of Other Shares, more than six the order shall be as follows: (6i) months following FIRST, the effective date thereofOther Shares and Registrable Shares requested to be included in such registration (or, if necessary, such Other Shares and Registrable Shares PRO RATA among the holders thereof based upon the number of Other Shares and Registrable Shares requested to be registered by each such holder); and (ii) SECOND, the Primary Shares.

Piggyback Registration. If the Company If, at any time within two (2) during the seven years after complete exercise of this Warrant, but no more than seven (7) years from following the date of this WarrantAgreement, the Company proposes to register under prepare and file one or more post-effective amendments to the 1933 Act 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 shareholders (except by in any such case, other than in connection with a Form S-4 merger, acquisition or pursuant to Form S-8 or successor form), (for purposes of this Article 7, collectively, a "Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesStatement"), it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so andby registered mail ("Notice"), on at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of any such Holder given a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any such notice (which request shall specify of the Warrant Shares intended to be sold or disposed of by such Holder and describe Requesting Holder's Registrable Securities in the nature of any proposed sale or other disposition thereof)Registration Statement, the Company will shall, as to each such Requesting Holder, use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested effect the registration or qualification thereofunder the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), to be included in such registration statement proposed to be filed by at the Company's sole cost and expense and at no cost or expense to the Requesting Holders; provided, however, that if a greater number of Warrant Shares is offered for participation if, in the proposed offering than in the reasonable written opinion of the Company's managing underwriter underwriter, if any, for such offering, the inclusion of all or a portion of the proposed offering (which opinion shall Registrable Securities requested to be in writing and delivered registered, when added to the Holders) securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company's securities which can be accommodated marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the proposed entire offering, then the amount Company may exclude from such offering all or a portion of Warrant Shares proposed the Registrable Securities which it has been requested to be offered by such Holders for registrationregister. Notwithstanding the provisions of this Section 7.3, as well as the number of securities of Company shall have the right at any other selling shareholders participating in the registration, time after it shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement have given written notice pursuant to this Section 9(a), the selling Holders 7.3 (irrespective of whether any written request for inclusion of such securities shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable have already been made) to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but elect not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of file any such registrationproposed Registration Statement, qualification, notification or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. (a) If the Company Company, at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warranttime, proposes for any reason to register any of its Primary Shares (in any event either for its own account or for the account of other security holders) under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act (or any successor forms thereto)) or qualify for a public distribution under Section 3(b) in connection with an underwritten offering of the 1933 Actshares of Common Stock to the public for cash on a form that would permit registration of Registrable Shares, any of its securitiesor otherwise engage in an underwritten offering pursuant to an effective Shelf Registration Statement, it will shall give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Sellers of its intention to do so andregister such Primary Shares promptly, on and the Company shall use its commercially reasonable efforts to cause all Registrable Shares included in a written request of any such Holder given response delivered by the Sellers to the Company within twenty five (205) days after receipt delivery of the Company’s notice to be included in such registration, or in any prospectus supplement to the prospectus included in an already effective Shelf Registration Statement and underwriting involved therein on the same terms and conditions as the securities otherwise being sold; provided, however, that aggregate gross proceeds related to an offering of Registrable Shares are reasonably expected to be in excess of five million dollars ($5,000,000) provided, further, however, that in the case of an “overnight” or “bought” offering, such requests must be made within one (1) Business Day after the delivery of any such notice (which request shall specify by the Warrant Shares intended to be sold or disposed of by such Holder and describe Company; provided, further, however, that if the nature of any proposed sale or other disposition thereof)managing underwriter, if any, advises the Company will use its best efforts to cause that the inclusion of all such Warrant Primary Shares, the Holders of which shall have Registrable Shares and Other Shares requested the registration or qualification thereof, to be included in such registration statement would interfere with the successful marketing of the shares of Common Stock proposed to be filed registered by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount number of Warrant Primary Shares, Registrable Shares and Other Shares proposed to be offered included in such registration shall be included in the order set forth below: (i) first, the Primary Shares; and (ii) second, the Registrable Shares owned by each Seller requesting that its Registrable Shares be included in such Holders for registration pursuant to the terms of this Section 2.2 and Other Shares proposed to be included in such registration, as well as pro rata based upon the number of securities Registrable Shares owned by each such Seller requesting inclusion at the time of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory such registration and shares of Common Stock owned by the managing underwriter. With respect Persons proposing to each inclusion of securities in a include Other Shares. (b) No registration statement effected pursuant to this Section 9(a), the selling Holders 2.2 shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and relieve the Company of its obligation to effect any registration upon request under Section 2.1 hereof, nor shall pay all other costs and expenses of the registration, including but not limited any registration hereunder be deemed to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities have been effected pursuant to be offered are to be registered or qualifiedSection 2.1. The Company need not maintain the effectiveness will pay all expenses of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofregistration in connection with each registration pursuant to this Section 2.2.

Piggyback Registration. If After the expiration of the Lock-Up Period, if no Registration Statement is effective and available for resale of the Registrable Shares and the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under (including, for this purpose, a registration effected by the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms theretoCompany for stockholders other than the Participating Holders) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesCommon Stock under the Securities Act in connection with the public offering of such securities solely for cash (which, it will for the avoidance of doubt, shall not include registration statements on Forms S-8 or Forms S-4, or other comparable forms not available for registering Registrable Shares to the public), the Company shall, at such time, promptly give written the Participating Holders notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on such registration. Upon the written request of any such a Participating Holder given within twenty (20) days after receipt of any such notice (which request shall specify is given by the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)Company, the Company will use its best efforts shall cause to cause be registered all such Warrant Shares, of the Registrable Shares that the Participating Holders of which shall have requested the registration or qualification thereof, request to be included in such registration statement proposed to be filed by the Companyregistration; provided, however, that if a greater number of Warrant Shares the Company is offered for participation advised in the proposed offering than writing in the reasonable opinion of the good faith by any managing underwriter of the proposed Company’s securities being offered in a public offering (pursuant to such registration statement that the amount to be sold by persons other than the Company is greater than the amount which opinion shall be in writing and delivered to the Holders) can be accommodated offered without materially adversely affecting the proposed Company’s offering, then the Company may (subject to any existing contractual obligations in place prior to this Agreement) reduce the amount offered for the accounts of Warrant Shares proposed to be offered by the selling stockholders (including such Holders for registration, as well as the number holders of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced Registrable Shares) to a number deemed satisfactory by the such managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a); provided further, the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of that any jurisdictions in which the securities to be offered are excluded shall be determined in the following order of priority (subject to any existing contractual obligations in place prior to this Agreement): (i) securities held by any Persons not having any such contractual, incidental registration rights; (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement other than this Agreement and (iii) the Registrable Shares sought to be registered included under this Agreement by the holders thereof on a prorated basis (the “Underwriter Cutbacks”). If, as a result of the exclusion provisions set forth above, any Participating Holder shall only be permitted to include 75% or qualifiedfewer of the Registrable Shares in such public offering that such Permitted Holder has requested to be included, such Permitted Holder may elect to withdraw its request to include Registrable Shares in such registration. The Company need not maintain shall have the effectiveness right to terminate or withdraw any registration initiated by it under this Section 2.01(g) before the effective date of any such registration, qualification, notification or approval, whether or not at any Participating Holder has elected to include Registrable Shares in such registration. The expenses of such withdrawn registration shall be borne by the request of the Holders, more than six (6) months following the effective date thereofCompany in accordance with Section 2.04.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes for any reason to register Primary Shares or Other Shares under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will shall promptly give written notice to all Holders the holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Restricted Shares of its intention to do so register the Primary Shares or Other Shares and, on upon the written request of any such Holder request, given within twenty (20) 15 days after receipt delivery of any such notice by the Company, of any holders of Restricted Shares to include in such registration Restricted Shares held by such holders (which request shall specify the Warrant number of Restricted Shares intended proposed to be sold or disposed of by included in such Holder and describe the nature of any proposed sale or other disposition thereofregistration), the Company will shall use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Restricted Shares to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the securities otherwise being sold in such registration; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing -------- ------- underwriter advises the Company that the inclusion of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant all Restricted Shares or Other Shares proposed to be offered included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares proposed to be registered by such Holders for registrationthe Company, as well as then the number of securities of any other selling shareholders participating Primary Shares, Restricted Shares and Other Shares proposed to be included in such registration shall be included in the registrationfollowing order: (a) first, shall not be included or shall be proportionately reduced the Primary Shares; ----- (b) second, Other Shares entitled to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(athe ------ Registration Rights Agreements set forth on Annex A; ------- (c) third, Restricted Shares, pro rata based upon the number of ----- --- ---- Restricted Shares owned by each holder at the time of such registration; and (d) fourth, the Other Shares (other than those shares of Common Stock ------ which are not subject to any registration rights agreement), pro rata based upon --- ---- the selling Holders shall pay number of shares of Common Stock (based upon Common Stock Equivalents) owned by each such seller at the fees and disbursements time of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If the Company If, at any time within two (2) years from and after complete exercise the date hereof and subject to the terms and conditions hereof, and until the termination of this WarrantShareholders' Agreement in accordance with Section 8.3 hereof, but no more than seven (7) years from the date Company shall determine to file with the SEC a Registration Statement relating to an offering for its own account or the account of this Warrant, proposes to register others under the 1933 Securities Act of any of its equity securities (except by a other than on Form S-4 F-4, or any successor form thereto, or Form S-8 Registration Statement if then available to the Company, or any successor forms form thereto) , or qualify for a public distribution under Section 3(b) of the 1933 Act, their then equivalents relating to equity securities to be issued solely in connection with any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the written request acquisition of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold entity or disposed of by such Holder and describe the nature of any proposed sale business or other disposition thereofequity securities issuable in connection with stock option or bona fide, employee benefit plans), the Company will use its best efforts shall send to cause SOF written notice of such determination (the "Piggyback Notice") and, if within ten (10) days after the delivery of the Piggyback Notice, SOF shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities that SOF requests to be registered, except that if, in connection with any Underwritten Offering for the account of the Company the managing underwriter(s) thereof shall impose a limitation on the number of Shares which may be included in the Registration Statement because, in such Warrant underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement (i) all Shares, if any, that the Holders Company proposes to sell for its own account and (ii) the number of which shall have Shares, including the Registrable Securities, that the managing underwriter(s) advise(s), allocated pro rata among the holders of such Shares who are then entitled to exercise piggyback registration rights on the basis of the number of Shares requested the registration or qualification thereof, to be included therein by each holder of such Shares. If an offering in such connection with which SOF is entitled to registration statement proposed to be filed under this Section 6.3 is an Underwritten Offering, then SOF, unless otherwise agreed by the Company; provided, howevershall offer and sell such Registrable Securities in an Underwritten Offering using the same underwriter or underwriters and, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered subject to the Holders) can be accommodated without adversely affecting provisions of this Shareholders' Agreement, on the proposed offering, then the amount of Warrant same terms and conditions as other Shares proposed to be offered by included in such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofUnderwritten Offering.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from following the date of this Warrant, Closing Date proposes to register under file a registration statement or conduct a securities offering, including an Underwritten Block Trade, off an already filed Shelf Registration Statement using a prospectus supplement (such registration statement or prospectus supplement, a “Primary Registration Statement”) for the 1933 Act primary sale of any equity securities of the Company (except by a with respect to registration statements on Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or Form S-8 Registration Statement or any successor forms thereto) or qualify another form not available for a public distribution under Section 3(b) of registering the 1933 Act, any of its securitiesRegistrable Securities for sale to the public), it will give prompt written notice thereof to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Shareholder of its intention to do so (such notice to be given not less than five (5) Business Days (or, in the case of Underwritten Block Trades, three (3) Business Days) prior to the anticipated filing date of the Primary Registration Statement). The Shareholder, to the extent it still holds any Registrable Securities, shall within five (5) Business Days (or, in the case of Underwritten Block Trades, three (3) Business Days) of receipt of such notice indicate to the Company if it wishes to participate in the offering contemplated by the Primary Registration Statement and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)if so, the number of Registrable Securities it wishes to offer and sell. The Company will use its best commercially reasonable efforts to cause the Registrable Securities as to which inclusion shall have been so requested to be included in the Primary Registration Statement. The Shareholder shall be entitled to sell the Registrable Securities included in a Primary Registration Statement in accordance with the method of distribution requested by it; provided that, if the Primary Registration Statement relates to an underwritten offering, then (i) the Company shall be entitled to select the underwriters in its sole discretion and (ii) the Shareholder must sell all Registrable Securities included on the Primary Registration Statement in such Warrant Sharesunderwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event that an Underwriter Cutback is required in the view of the managing underwriter, then the securities of the Company to be included in such underwritten offering will be based on the following priority: (x) first, the Holders number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, in addition to the securities of the Company included pursuant to the preceding clause (x), (A) for the first two (2) years following the date of this Agreement, the number of Registrable Securities requested to be included by the Shareholder, and (B) after the date that is two (2) years following the date of this Agreement, the number of the securities of the Company requested to be included by the Shareholder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Registrable Securities) may be sold), and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Registrable Securities of the Shareholder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y)(B) shall have be allocated pro rata among the participating Persons, including the Shareholder, on the basis of the number of securities, including Registrable Securities, requested the registration or qualification thereof, to be included in such registration statement proposed by such Persons. The Company may withdraw a Primary Registration Statement prior to its being declared effective without incurring any liability to the Shareholder and shall not be required to keep a Primary Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be filed sold by the Company as described in the Prospectus included in the Primary Registration Statement. The Shareholder may, at least two (2) Business Days prior to the effective date of a Primary Registration Statement or the filing of any prospectus supplement with respect to any particular underwritten offering, as applicable, withdraw any Registrable Securities that it had sought to have included therein, without any liability to the Company or requirement to reimburse for any out-of-pocket expenses of the Company; provided. No registration of Registrable Securities pursuant to this Section 2.2 shall relieve the Company of its obligations to effect registrations pursuant to Section 2.1. (b) If the Company at any time following the Closing Date proposes to file a registration statement or conduct an offering of any of its securities off an already filed Shelf Registration Statement using a prospectus supplement (such registration statement or prospectus supplement, howevera “Secondary Registration Statement”) for the secondary sale of its equity securities under the Securities Act on behalf of one or more holders of equity securities of the Company other than the Shareholder (the “Requesting Third Party Shareholders”), that the Company will give prompt written notice to the Shareholder of its intention to do so (such notice to be given not less than five (5) Business Days (or, in the case of Underwritten Block Trades, three (3) Business Days) prior to the anticipated filing date of the Secondary Registration Statement). The Shareholder, to the extent it still holds Registrable Securities, shall within five (5) Business Days (or, in the case of Underwritten Block Trades, three (3) Business Days) of receipt of such notice indicate to the Company if a greater it wants to participate in the offering contemplated by the Secondary Registration Statement and, if so, the number of Warrant Shares is offered for participation Registrable Securities it wishes to offer and sell. The Company will use its commercially reasonable efforts to cause the Registrable Securities as to which inclusion shall have been so requested to be included in the proposed offering than Secondary Registration Statement. The Shareholder shall be entitled to sell the Registrable Securities included in a Secondary Registration Statement in accordance with the method of distribution requested by it; provided that, if the Secondary Registration Statement relates to a Public Offering, then (i) the Requesting Third Party Shareholders (or the Company) shall be entitled to select the underwriters and (ii) the Shareholder must sell all Registrable Securities included on the Secondary Registration Statement in such Public Offering pursuant to an underwriting agreement on the same terms and conditions as those applicable to the Requesting Third Party Shareholders. In the event that an Underwriter Cutback is required in the reasonable view of the managing underwriter, then the securities to be included in such Public Offering will be based on the following priority: (x) first, the number of the securities of the Company that the Requesting Third Party Shareholders seek to include, up to the number that, in the opinion of the managing underwriter underwriter, would not adversely affect the marketing of the proposed offering (including the price at which opinion shall such securities may be sold); (y) second, in writing and delivered addition to the Holderssecurities included pursuant to the preceding clause (x), (A) can be accommodated without adversely affecting for the proposed offeringfirst two (2) years following the date of this Agreement, then the amount number of Warrant Shares proposed Registrable Securities requested to be offered included by such Holders for registrationor on behalf of the Shareholder, as well as and (B) after the date that is two (2) years following the date of this Agreement, the number of the securities of the Company requested to be included by the Shareholder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Registrable Securities) may be sold); (z) third, in addition to the securities included pursuant to the preceding clauses (x) and (y), the number of securities of any sought to be included by other selling shareholders participating Persons permitted to participate in such underwritten offering, up to the number that, in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities may be sold). With respect to each inclusion The Underwriter Cutbacks described in the immediately preceding clause (y)(B) shall be allocated pro rata among the participating Persons, including the Shareholder, on the basis of the number of securities (including Registrable Securities) requested to be included in such registration by such Persons. Requesting Third Party Shareholders or the Company may withdraw a registration statement pursuant Secondary Registration Statement prior to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable its being declared effective without incurring any liability to the selling Holders’ sharesShareholder, and the Company shall pay all not be required to keep a Secondary Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the sale of the securities by the Requesting Third Party Shareholders as described in the Prospectus included in the Secondary Registration Statement. The Shareholder may, at least two (2) Business Days prior to the effective date of a Secondary Registration Statement or the filing of any prospectus supplement with respect to any particular underwritten offering, as applicable, withdraw any Registrable Securities that it had sought to have included therein, without any liability to the Company or any other costs and Person or requirement to reimburse for any out-of-pocket expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If the Company If, at any time within two (2) years after complete exercise of this Warrantcommencing September 1, but no more than seven (7) years from 1999, and expiring on the date of this WarrantExpiration Date, the Company proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its 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) it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any the Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Warrants and/or Warrant Shares notify the Company within twenty (20) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford such Holders of the Warrants and/or Warrant Shares the opportunity to cause all have any such Warrant Shares, Shares registered under such registration statement. In the Holders event that the managing underwriter for said offering advises the Company in writing that in the underwriter's opinion the number of which shall have securities requested the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) first, the securities the Company proposes to be offered sell, (b) second, the securities held by such Holders the entities that made the demand for registration, as well as (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 Warrants and/or Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If If, at any time, the Company at proposes to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement covering equity or debt securities of the Company, or any time within two such securities of the Company held by its stockholders (2in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) years after complete exercise (for purposes of this WarrantArticle 2, but no more than seven (7) years from the date of this Warrantcollectively, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 "Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesStatement"), it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on by registered mail ("Notice") at least thirty (30) days prior to the filing of each such Registration Statement to ARC. Upon the written request of any such Holder given ARC, made within twenty (20) days after receipt of the Notice, that the Company include any such notice of the Shares and/or Warrant Stock in the proposed Registration Statement (which provided in the case of a request shall specify with regard to the Warrant Shares intended to be sold or disposed of by such Holder that VUSA and describe ARC have executed mutually agreeable two-year buffycoat pricing schedules and rebate programs as contemplated in the nature of any proposed sale or other disposition thereofAgreement), the Company will shall use its best efforts to cause all such effect the registration under the Securities Act of the resale of the Shares and/or Warrant SharesStock which it has been so requested to register ("Piggyback Registration"), at the Holders Company's sole cost and expense and at no cost or expense to ARC except as provided in Section 4E) hereof. Notwithstanding the provisions of which this Article 2, (i) the Company shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion right at any time after it shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements Article 2 (irrespective of special counsel and accountants whether any written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses inclusion of the registration, including but Shares shall have already been made) to elect not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of file any such registrationproposed Registration Statement, qualification, notification or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof; (ii) if the Company's managing underwriter, if any, of the offering for which a Registration Statement has been filed so requests in writing, the Shares shall not be offered or sold until the expiration of a date not to exceed 90 days from the effective date of the offering that gave rise to the Piggyback Registration, but any such request and deferral of the offer and sale shall not affect the Company's obligation to register for resale under the Securities Act the Shares. In the event of the termination of the Agreement by the Company and/or VUSA pursuant to Section 6.2 thereof, the registration rights provided by this Article 2 shall simultaneously terminate; and in the event of suspension of the Agreement pursuant to Section 6.1(d) thereof, such registration rights shall be correspondingly suspended. The termination or suspension of this Agreement shall not affect the Company's and/or VUSA's obligations hereunder with respect to (i) Warrant Stock that ARC has a vested right to acquire and/or Shares or (ii) Warrant Stock and/or Shares subject to a then effective Registration Statement.

Piggyback Registration. (a) If the Company Company, at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warranttime, proposes for any reason to register any of its Primary Shares (in any event either for its own account or for the account of other security holders) under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act (or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities), it will shall give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Stockholders of its intention to do so register such Primary Shares at least 30 days before the initial filing of the registration statement related thereto and, on upon the written request of any such Holder given request, delivered to the Company within twenty (20) 20 days after receipt delivery of any such notice by the Company, of the Stockholders to include in such registration Registrable Shares (which request shall specify the Warrant number of Registrable Shares intended proposed to be sold or disposed of by included in such Holder and describe the nature of any proposed sale or other disposition thereofregistration), the Company will shall use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Registrable Shares to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the securities otherwise being sold in such registration; provided, however, that if a greater number the managing underwriter, if any, advises the Company that the inclusion of Warrant all Primary Shares is offered for participation and Registrable Shares requested to be included in such registration would interfere with the proposed offering than in the reasonable opinion successful marketing (including pricing) of the managing underwriter shares of Common Stock proposed to be registered by the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringCompany, then the amount number of Warrant Primary Shares, Registrable Shares and Other Shares proposed to be offered included in such registration shall be included in the order set forth below: (i) first, the Primary Shares; (ii) second, the Registrable Shares owned by the Stockholders requesting that their Registrable Shares be included in such Holders for registrationregistration pursuant to the terms of this Section 5.2, as well as pro rata based upon the number of securities Registrable Shares owned by each such Stockholder at the time of any other selling shareholders participating in such registration; and (iii) third, the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a Other Shares. (b) No registration statement effected pursuant to this Section 9(a), the selling Holders 5.2 shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and relieve the Company of its obligation to effect any registration upon request under Section 5.1 hereof, nor shall pay all other costs and expenses of the registration, including but not limited any registration hereunder be deemed to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities have been effected pursuant to be offered are to be registered or qualifiedSection 5.1. The Company need not maintain 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 effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofStockholders pursuant to this Section 5.2 shall be unlimited.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes for any reason to register Primary Shares or Other Shares under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms theretothereto and other than with respect to the IPO Registration Statement) or qualify for a public distribution under Section 3(b) including any registration pursuant to the exercise of the 1933 Actdemand registration rights of any Person other than a Holder, on any form that would also permit the registration of its securitiesRegistrable Shares, it will the Company shall promptly give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares each Holder of its intention to do so register the Primary Shares or Other Shares and, on upon the written request of any such Holder request, given within twenty (20) 15 days after receipt delivery of any such notice by the Company, of any Holder to include in such registration Registrable Shares held by such Holder (which request shall specify the Warrant number of Registrable Shares intended proposed to be sold or disposed of by included in such Holder and describe the nature of any proposed sale or other disposition thereofregistration), the Company will shall use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Registrable Shares to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the securities otherwise being sold in such registration; provided, however, that if a greater number at any time after giving written notice of Warrant Shares is offered 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 participation in any reason not to proceed with the proposed offering than registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and, thereupon, shall be relieved of its obligation to register any Registrable Shares in the reasonable opinion of connection with such registration; and, provided further, however, that if (a) the managing underwriter in connection with any proposed underwritten offering initially proposed for the registration of Primary Shares advises the proposed offering (which opinion shall be in writing and delivered to Company that the Holders) can be accommodated without adversely affecting the proposed offering, then the amount inclusion of Warrant all Registrable Shares or Other Shares proposed to be offered included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares proposed to be registered by such Holders for registrationthe Company, as well as then the number of securities of any other selling shareholders participating Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: (i) First, the Primary Shares; (ii) Second, the Registrable Shares held by all Selling Holders, pro rata based upon the number of Registrable Shares owned by each such Selling Holder at the time of such registration; and (iii) Third, the Other Shares; (b) the managing underwriter in connection with any proposed underwritten offering initially proposed for the registration of Other Shares advises the Company that the inclusion of all Registrable Shares or Primary Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the 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 following order: (i) First, the Other Shares; (ii) Second, the Primary Shares; and (iii) Third, the Registrable Shares held by all Selling Holders, pro rata based upon the number of Registrable Shares owned by each such Selling Holder at the time of such registration. In connection with any underwritten offering under this Section 3, the Company shall not be included or shall be proportionately reduced required to a number deemed satisfactory include Registrable Shares in such underwritten offering unless the Holders of such Registrable Shares accept the terms of the underwriting of such offering that have been agreed upon between the Company and the underwriters selected by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a)Company, including without limitation, the selling Holders shall pay underwriting agreement and the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofconnection therewith.

Piggyback Registration. (a) If the Company at Corporation proposes for any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes reason to register Primary Shares, Additional Registrable Shares or Other Shares under the 1933 Securities Act after the closing of an initial Public Offering of Common Stock (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities), it will shall give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the PM Securityholders of its intention to do so register such Primary Shares, Additional Registrable Shares or Other Shares at least 20 days before the initial filing of the registration statement for such Primary Shares, Additional Registrable Shares or Other Shares and, on upon the written request request, delivered to the Corporation within 10 days after delivery of any such Holder given within twenty (20) days after receipt written notice by the Corporation, of any PM Securityholder to include in such notice registration PM Registrable Shares (which written request shall specify the Warrant number of PM Registrable Shares intended proposed to be sold included in such registration) and shall state the request of such PM Securityholder to sell or disposed dispose of by such Holder and describe the nature of any proposed sale or other disposition thereofPM Registrable Shares), the Company will Corporation shall use its reasonable best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, PM Registrable Shares to be included in such registration statement on the same terms and conditions as the Primary Shares, Additional Registrable Shares or Other Shares otherwise being sold or disposed of in such registration; provided, however, if the managing underwriter(s) advise the Corporation that the inclusion of all or any portion of the PM Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be filed included in such registration would interfere with the successful marketing (including pricing) of all or any portion of such securities, then the number of PM Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (i) If such registration is initiated by the CompanyCorporation to register Primary Shares, Other Shares or Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares, or by any holder of the foregoing: (A) first, the Primary Shares; (B) second, the Additional Registrable Shares constituting SP Registrable Shares, Initial Common Shares, Conversion Shares or Warrant Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated between (x) the Additional Securityholders who or which have requested the inclusion of SP Registrable Shares in such registration on the one hand and (y) the other Additional Securityholders who or which have requested the inclusion of Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares in such registration on the other hand, in proportion to the aggregate number of Shares held by each such group of Additional Securityholders at the time of such registration, with the aggregate number of Shares allocated to the Additional Securityholders described in each of clauses (x) and (y) above further allocated among such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of such registration, or, in the absence of any applicable provisions (i) with respect to the Additional Securityholders described in clause (x) above, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting SP Registrable Shares held by each such Additional Securityholder at the time of such registration, and (ii) with respect to the Additional Securityholders described in clause (y) above, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares held by each such Additional Securityholder at the time of such registration); (C) third, the PM Registrable Shares requested by the PM Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such PM Securityholders based on the aggregate number of PM Registrable Shares held by each such Person at the time of such registration); (D) fourth, the Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of such registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares held by each such Additional Securityholder at the time of such registration); and (E) fifth, the Other Shares. (ii) If such registration is initiated by Additional Securityholders who or which request the inclusion of their Additional Registrable Shares constituting SP Registrable Shares in such registration: (A) first, the Additional Registrable Shares constituting SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such Additional Securityholders based on the aggregate number of SP Registrable Shares held by each such Person at the time of such registration); (B) second, the Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of such registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares held by each such Additional Securityholder at the time of such registration); (C) third, the Primary Shares; (D) fourth, the PM Registrable Shares requested by the PM Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such PM Securityholders based on the aggregate number of PM Registrable Shares held by each such Person at the time of such registration); (E) fifth, the Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of such registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares held by each such Additional Securityholder at the time of such registration); and (F) six, the Other Shares. (iii) If such registration is initiated by Additional Securityholders who or which request the inclusion of Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares in such registration: (A) first, the Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of such registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares held by each such Additional Securityholder at the time of such registration); (B) second, the Additional Registrable Shares constituting SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such Additional Securityholders based on the aggregate number of SP Registrable Shares held by each such Additional Securityholder at the time of such registration); (C) third, the Primary Shares; (D) fourth, the PM Registrable Shares requested by the PM Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such PM Securityholders based on the aggregate number of PM Registrable Shares held by each such PM Securityholder at the time of such registration); (E) fifth, the Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of such registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares held by each such Additional Securityholder at the time of such registration); and (F) six, the Other Shares. (b) Anything contained in this Agreement to the contrary notwithstanding, the Corporation shall not be obligated pursuant to Section 2(a) to include all or any portion of the PM Registrable Shares of the PM Securityholders in more than one registration of Primary Shares, Additional Registrable Shares and/or Other Shares under the Securities Act after the closing of an initial Public Offering of Common Stock (with the participation of the PM Securityholders in such registration being subject to the terms and conditions of Section 2(a)). The Majority of the PM Securityholders in compliance with this Section 2 shall determine the applicable registration statement with respect to which a request for the registration of PM Registrable Shares shall be submitted to the Corporation pursuant to Section 2(a). The PM Securityholders requesting a registration of PM Registrable Shares pursuant to Section 2(a) shall provide written notice to the Corporation of the satisfaction of such requirement; provided, however, that in no event shall such one registration request be fulfilled if a greater such registration statement is withdrawn for any reason prior to effectiveness; and provided, further, however, the Corporation shall have fulfilled its obligations pursuant to Section 2(a) if at least 25% of the aggregate number of Warrant PM Registrable Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered requested by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are PM Securityholders to be registered or qualified. The Company need not maintain the effectiveness of any on such registration, qualification, notification or approval, whether or not registration statement are included in such registration statement at the request time of the Holders, more than six (6) months following the effective date thereofits initial effectiveness.

Piggyback Registration. If the Company at proposes for any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes reason ---------------------- to register Primary Shares under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for by filing a public distribution under Section 3(bregistration 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 1933 ActSecurities 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 its securitiesPrimary 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, it will 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 to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Warrantholders of its intention to do so register such Primary Shares or Other Shares and, on upon the written request of any such Holder given request, delivered to the Company within twenty (20) 15 days after receipt delivery of any such notice by the Company, of the Warrantholders to include in such registration Warrant Securities (which request shall specify the number of Warrant Shares intended Securities proposed to be sold or disposed of by included in such Holder and describe the nature of any proposed sale or other disposition thereofregistration), the Company will shall use its commercially reasonable best efforts to cause all such Warrant Shares, Securities of the Holders of which shall have requested the registration or qualification thereof, Warrantholders delivering such notice to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the securities otherwise being sold in such registration; provided, however, that if a greater number the managing underwriter, if any, for the offering in good faith advises the Company that the inclusion of all Warrant Shares is offered for participation Securities requested to be included in such registration would interfere with the proposed offering than in the reasonable opinion successful marketing (including pricing) of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Primary Shares or Other Shares proposed to be offered registered by such Holders for registrationthe Company, as well as then the number of securities of any other selling shareholders participating Primary Shares, Warrant Securities and Other Shares proposed to be included in such registration shall be included in the registrationfollowing order: (i) if the Company proposes to register Primary Shares: (A) first, shall not the Primary Shares; and (B) second, the Warrant Securities and Other Shares requested to be included or shall be proportionately reduced in such registration (or, if necessary, such Warrant Securities and Other Shares pro rata among the 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 number deemed satisfactory request for registration by the managing underwriter. With respect to each inclusion holders of securities in a registration statement such 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 this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are 11(b)(ii)(A) hereof) requested to be registered or qualified. The Company need not maintain by the effectiveness holders thereof (or, if necessary, pro rata among the holders thereof based on the number of any Warrant Securities and Other Shares requested to be registered by such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.holders); and

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Buyer proposes to register file a registration statement with the SEC under the 1933 Securities Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) offering of its Common Stock on a form and in a manner that would permit registration of the 1933 ActMerger Shares for sale to the public under the Securities Act (other than a registration statement on Form S-8 or S-4, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereofor their respective successors, and any Warrant Shares other than an offering of convertible notes or debentures or an offering of Buyer Common Stock in connection with a standby commitment relating to a call for redemption of outstanding convertible debentures), then: (a) The Buyer in each case will notify in writing the Stockholder Representatives of its intention to do so andeffect such a registration at least 15 days prior to the proposed filing of the registration statement in connection therewith (unless no Merger Shares may be included therein pursuant to clause (d) below). (b) Subject to the provisions of Section 7.2(c), on the written Buyer shall offer each Company Stockholder the opportunity to include in such registration all or such lesser amount of its Merger Shares (other than those covered by a Stockholder Registration Statement then in effect) as each Company Stockholder may request. Upon request of any one or more such Holder holders given in writing within twenty (20) 10 days after receipt of the notice described under clause (a) above, the Buyer, subject to the provisions of clause (d), shall cause any such notice (which request shall specify the Warrant Merger Shares intended specified by such Company Stockholder to be sold or disposed included in the registration statement. (c) If the registration of by such Holder and describe which the nature Buyer gives written notice under clause (a) above involves an underwriting, the right of any Company Stockholder to include shares in such registration shall be conditioned upon such Company Stockholder's execution of an Underwriting Agreement in customary form with the Underwriter or Underwriters selected for the underwriting by the Buyer except the indemnities of each of the Company Stockholders shall be several and their respective liabilities shall be limited to the proceeds received by them in the offering. (d) Notwithstanding anything contained in this Section 7.2 to the contrary, if and to the extent that the managing underwriter(s) of such registration advise the Buyer that the inclusion of the Merger Shares requested by the Company Stockholders to be included in the registration statement would adversely affect the proposed sale or other disposition thereofoffering, the Buyer may limit the number of Merger Shares to be included in the registration and underwriting (and such limitation may be to zero), provided that in the Company will use its best efforts to cause all event of any such Warrant Shareslimitation, the Holders number of which shall have requested the registration or qualification thereof, shares to be included in such registration statement proposed and offering (in addition to any shares to be filed sold by the Company; providedBuyer) shall be allocated among the Company Stockholders and any other stockholders entitled by contract to include shares therein, howeverin proportion, that if a greater as nearly as practicable, to the respective number of Warrant Shares is offered for participation in shares of Buyer Common Stock then held by them. (e) If at any time after giving notice of its intention to register any of its securities pursuant to clause (a) above and prior to the proposed offering than in the reasonable opinion effective date of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a applicable registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying filed in connection with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualificationthe Buyer shall determine for any reason not to register such securities, notification or approvalthe Buyer may, whether or not at the request its election, give written notice of the Holders, more than six (6) months following the effective date thereofsuch determination to each Company Stockholder and thereupon shall be relieved of its obligation to register any Merger Shares in connection with such registration.

Piggyback Registration. If (a) Without limiting in any way any Holder’s rights under Section 2.01(e), the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Issuer proposes to register any Issuer Securities under the 1933 Act (except by other than a registration on Form S-4 ▇-▇, ▇-▇ or Form S-8 Registration Statement S-3 (but only to the extent it relates to the resale of securities for any holder of Issuer Securities, other than the Holders), or any successor forms thereto) forms, relating to Common Stock issuable upon exercise of employee stock options or qualify for a public distribution under Section 3(b) in connection with any employee benefit or similar plan of the 1933 ActIssuer or in connection with a direct or indirect acquisition by the Issuer of another Person), any whether or not for sale for its own account, the Issuer shall each such time give prompt notice at least 30 days prior to the anticipated filing date of its securitiesthe registration statement relating to such registration to each Holder, it will give written which notice shall set forth such Holder’s rights under this 2.02 and shall offer such Holder the opportunity to all Holders include in such registration statement the number of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on Registrable Securities as each such Holder may request (a “Piggyback Registration”). Upon the written request of any such Holder given made within twenty (20) 20 days after the receipt of any such notice from the Issuer (which request shall specify the Warrant Shares number of Registrable Securities intended to be sold or disposed of registered by such Holder and describe the nature of any proposed sale or other disposition thereofHolder), the Company will Issuer shall use its best commercially reasonable efforts to cause effect the registration under the 1933 Act of all Registrable Securities that the Issuer has been so requested to register by all such Warrant SharesHolders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Holders requesting to be included in the Issuer’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.03(b) on the same terms and conditions as apply to the Issuer or the other selling stockholders, as applicable, and (ii) if, at any time after giving notice of its intention to register any Issuer Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Issuer shall determine for any reason not to register such securities, the Issuer shall give notice to all such Holders 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 Issuer of its obligations to effect Demand Registrations to the extent required by Section 2.01. The Issuer shall pay all Registration Expenses in connection with each Piggyback Registration. (b) Subject in all respects to Section 2.01(e), 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 offering set forth in Section 2.01(c) shall apply) and the managing underwriter advises the Issuer that, in its view, the number of shares of Common Stock that the Issuer, the Holders and any other selling stockholders intend to include in such registration exceeds the Maximum Offering Size, the Issuer shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of which shall have the Issuer Securities proposed to be registered for the account of the Issuer as would not cause the offering to exceed the Maximum Offering Size; (ii) second, all Registrable Securities requested the registration or qualification thereof, to be included in such registration statement proposed by any Holders pursuant to 2.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities so requested to be filed included in such registration by the Companyeach); providedand (iii) third, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed all Registrable Securities requested to be offered included in such registration by such Holders for registration, as well as the number of securities of any other selling shareholders participating in stockholders (allocated, if necessary for the registrationoffering not to exceed the Maximum Offering Size, shall not pro rata among such selling stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included or shall be proportionately reduced to a number deemed satisfactory in such registration by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(aeach), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. (a) If the Company at any time within two or from time to time during the three (23) years after complete exercise of this Warrant, but no more than seven (7) years from year period commencing on the date of this Warrant, Closing Date proposes to register any Common Stock under the 1933 Securities Act (except by other than pursuant to a registration statement (including pre-effective amendments thereto) (i) on Form S-8 or any successor form to such form, (ii) on Form S-4 or Form S-8 Registration Statement or any successor forms theretoform to such form, (iii) filed in connection with an exchange offer or qualify for an offering of Common Stock or of securities convertible or exchangeable into Common Stock made solely to its existing shareholders in connection with a public distribution under Section 3(b) rights offering or solely to employees of the 1933 ActBuyer, or a post-effective amendment to any of its securitiesthen effective registration statement), it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Purchaser of its intention to do so and, on at least ten (10) days in advance of the filing of any Registration Statement with respect thereto. Upon the written request of any such Holder the Purchaser given within twenty five (205) days after receipt of any such notice (which request shall specify notice, the Warrant Company, subject to Section 4.1(b) below, will cause the Shares intended and/or the resale of the Shares requested by the Purchaser to be sold or disposed registered, to be so registered. (i) In the case of an underwritten offering by such Holder and describe the nature Company of any proposed sale or other disposition thereof)Common Stock, the Company will use its best efforts shall, with respect to Shares that the Purchaser then desires to sell, enter into an underwriting agreement with the same underwriters engaged by the Company with respect to securities being offered by the Company and cause such underwriters to include in any such underwriting all of the Common Shares that the Purchaser then desires to sell; PROVIDED, HOWEVER, that such Warrant Sharesunderwriting agreement is in substantially the same form as the underwriting agreement that the Buyer enters into in connection with the primary offering it is making. (ii) If the managing underwriter with respect to an offering pursuant to this Section 4.1 requests in writing that the number of Shares of the Purchaser that are entitled to be registered pursuant to this Section 4.1 be reduced because in the judgment of the managing underwriter the offering would be materially and adversely affected, then the Holders Shares that the Purchaser wishes to register pursuant to this Section 4.1 shall be reduced by such amount as the managing underwriter may determine in writing so as to not materially and adversely affect the proposed offering, which reduced number of which Shares shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by offering. Notwithstanding the Company; providedprovisions of this Section 4.1, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in Company shall have the reasonable opinion of the managing underwriter of the proposed offering (which opinion right at any time after it shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 4.1 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registrationsecurities shall have been made) to elect not to file any such proposed registration statement, qualification, notification or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If the Company Corporation proposes for any reason to register Primary Shares, Additional Registrable Shares or Other Shares under the Securities Act at any time within two after the closing of an initial Public Offering of Common Stock (2) years after complete exercise of this Warrant, but no more other than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities), it will shall give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Pre-IPO Securityholders of its intention to do so register such Primary Shares, Additional Registrable Shares or Other Shares at least 30 days before the initial filing of the registration statement for such Primary Shares, Additional Registrable Shares or Other Shares and, on upon the written request of any such Holder request, given within twenty (20) 20 days after receipt delivery of any such notice by the Corporation, of any Pre-IPO Securityholder to include in such registration Pre-IPO Registrable Shares (which request shall specify the Warrant number of Pre-IPO Registrable Shares intended proposed to be sold or disposed included in such registration and shall state the desire of by such Holder and describe Pre-IPO Securityholder to sell such Pre-IPO Registrable Shares in the nature of any proposed sale or other disposition thereofpublic securities markets), the Company will Corporation shall use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Pre-IPO Registrable Shares to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the Primary Shares, the Additional Registrable Shares or Other Shares otherwise being sold in such registration; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter advises the Corporation that the inclusion of all of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringPre-IPO Registrable Shares, then the amount of Warrant Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be offered by included in such Holders for registrationregistration would interfere with the successful marketing (including pricing) of all of such securities, as well as then the number of securities of any other selling shareholders participating Pre-IPO Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be included in such registration shall be included in the registrationfollowing order: (i) If such registration is initiated by the Corporation to register Primary Shares, shall Other Shares or Additional Registrable Shares not constituting SP Registrable Shares, or by any holder of the foregoing: (A) first, the Primary Shares; (B) second, the Additional Registrable Shares constituting SP Registrable Shares requested by the Additional Securityholders to be included or shall be proportionately reduced to a number deemed satisfactory in such registration and the Pre-IPO Registrable Shares requested by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities Pre-IPO Securityholders to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any included in such registration, qualificationor, notification if necessary, such Shares allocated between (x) the Additional Securityholders who or approvalwhich have requested the inclusion of SP Registrable Shares in such registration on the one hand and (y) the Pre-IPO Securityholders who or which have requested the inclusion of Pre-IPO Registrable Shares in such registration on the other hand, whether or not in proportion to the aggregate number of Shares held by each such group of Persons at the time of registration, with (i) the aggregate number of Shares allocated to the Additional Securityholders described in clause (x) above further allocated among such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting SP Registrable Shares held by each such Additional Securityholder at the time of registration and (ii) the aggregate number of Shares allocated to the Pre-IPO Securityholders described in clause (y) above further allocated among such Pre-IPO Securityholders in the following order: (1) first, the Pre-IPO Registrable Shares constituting Conversion Shares or Warrant Shares requested by the Pre-IPO Securityholders to be included in such registration (or, if necessary, such Pre-IPO Registrable Shares pro rata among all such Pre-IPO Securityholders based upon the aggregate number of Pre-IPO Registrable Shares constituting Conversion Shares and Warrant Shares held by each such Pre-IPO Securityholder at the time of registration); and (2) second, the Pre-IPO Registrable Shares constituting Initial Common Shares requested by the Pre-IPO Securityholders to be included in such registration (or, if necessary, such Pre-IPO Registrable Shares pro rata among all such Pre-IPO Securityholders based upon the number of Pre-IPO Registrable Shares constituting Initial Common Shares held by each such Pre-IPO Securityholder at the time of registration); (C) third, the Additional Registrable Shares not constituting SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares not constituting SP Registrable Shares held by each such Additional Securityholder at the time of registration); and (D) fourth, the Other Shares. (ii) If such registration is initiated by Additional Securityholders who or which request the inclusion of their Additional Registrable Shares constituting SP Registrable Shares in such registration: (A) first, the HoldersAdditional Registrable Shares constituting SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, more than six if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting SP Registrable Shares held by each such Additional Securityholder at the time of registration); (6B) months following second, the effective date thereofPre-IPO Registrable Shares constituting Conversion Shares or Warrant Shares requested by the Pre-IPO Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such Pre-IPO Securityholders based upon the aggregate number of Pre-IPO Registrable Shares constituting Conversion Shares and Warrant Shares held by each such Pre-IPO Securityholder at the time of registration); (C) third, the Pre-IPO Registrable Shares constituting Initial Common Shares requested by the Pre-IPO Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such Pre-IPO Securityholders based upon the number of Pre-IPO Registrable Shares constituting Initial Common Shares held by each such Pre-IPO Securityholder at the time of registration); (D) fourth, the Primary Shares; (E) fifth, the Additional Registrable Shares not constituting SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the --- ---- number of Additional Registrable Shares not constituting SP Registrable Shares held by each such Additional Securityholder at the time of registration); and (F) sixth, the Other Shares.

Piggyback Registration. If the Company Corporation or any of its subsidiaries at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes for any reason to register Primary Shares, Registrable Shares held by stockholders other than the Investors or Other Shares under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Securities Act, any of its securities, it will shall promptly give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Investors of its intention to do so register such Primary Shares, Registrable Shares or Other Shares and, on upon the written request of any such Holder given request, delivered to the Corporation within twenty (20) 30 days after receipt delivery of any such notice by the Corporation, of the Investors to include in such registration their Registrable Shares (which request shall specify the Warrant number of Registrable Shares intended proposed to be sold or disposed of by included in such Holder and describe the nature of any proposed sale or other disposition thereofregistration), the Company will use its best efforts to Corporation shall cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Registrable Shares to be included in such registration statement proposed to be filed by on the Companysame terms and conditions as the Common Stock included in such registration, if such securities are included; provided, however, that that, subject to Section 3(c) hereof, if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter advises the Corporation in writing that the inclusion of all Registrable Shares requested to be included in such registration would interfere with the successful marketing (including pricing) of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offeringPrimary Shares, then the amount of Warrant Registrable Shares or Other Shares proposed to be offered by such Holders for registrationregistered, as well as then the number of securities of any other selling shareholders participating Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the registrationfollowing order: (a) if the Corporation proposes to register Primary Shares: (i) first, shall not the Primary Shares; (ii) second, the Registrable Shares (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder; and (iii) third, the Other Shares requested to be included in such registration (or, if necessary, such Other Shares pro rata among the holders thereof based upon the estimated initial offering price of the Other Shares requested to be registered by each such holder); or (b) if the Corporation does not propose to register Primary Shares: (i) first, the Registrable Shares and the Other Shares held by the parties demanding such registration (or, if necessary, first the Other Shares and then the Registrable Shares, in each case, pro rata among the Corporation and the holders thereof based on the estimated initial offering price of such securities requested to be registered by the Corporation and each such holder); and (ii) second, the Registrable Shares and Other Shares (other than shares registered pursuant to Section 3(b)(i) hereof) requested to be registered by the holders thereof (or, if necessary, first the Other Shares and then the Registrable Shares, in each case, pro rata among the Corporation and the holders thereof based on the number of Registrable Shares and Other Shares requested to be registered by the Corporation and such holders); and (c) Notwithstanding any provision of this Section 3 to the contrary, with respect to the first registration statement which includes the Registrable Shares of the Investors (whether such first registration statement is the result of a request or demand by the Investors under Section 2 or Section 3), all of the Registrable Shares of the Investors which have been requested or demanded to be included in the such registration statement shall be proportionately reduced included in such registration statement. The Corporation hereby agrees that, with respect to a number deemed satisfactory the first registration statement including Registrable Shares of the Investors, the Corporation shall use its best efforts to successfully market (including pricing) and distribute such Registrable Shares within 90 days after the Investors delivered the notice by the managing underwriter. With respect to each inclusion of securities Investors requesting that Registrable Shares be included in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofstatement.

Piggyback Registration. If From and after the Company 90th day following the Closing Date, if the Corporation at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes for any reason to register Primary Shares or Other Shares under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities), it will shall give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Investors of its intention to do so register such Primary Shares or Other Shares at least 30 days before the initial filing of such Registration Statement and, on upon the written request of any such Holder given request, delivered to the Corporation within twenty (20) 20 days after receipt delivery of any such notice by the Corporation, of the Investors to include in such registration Registrable Shares (which request shall specify the Warrant number of Registrable Shares proposed to be included in such registration and shall state that the Investors desire to sell such Registrable Shares in the public securities markets), the Corporation shall use commercially reasonable efforts to 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 registration; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares requested to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by the Corporation, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: first, pro rata among (x) the Corporation and the holders of Other Shares, as the case may be, and (y) Investors requesting their Registrable Shares be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder); and second, the Other Shares which are entitled to registration rights and are held by holders who are not initiating such registration under this Section 3. The number of requests permitted by the Investors pursuant to this Section 3 shall be unlimited. Registrations on Form S-3. ------------------------- Anything contained in Section 2 to the contrary notwithstanding, from and after the 90th day following the Closing Date, at such time as the Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, each Investor holding Registrable Shares then outstanding shall have the right to request in writing that the Corporation effect the registration of Registrable Shares on Form S-3 or such successor form, which request or requests shall (i) specify the number of Registrable Shares intended to be sold or disposed of by and the holders thereof and (ii) state the intended method of disposition of such Holder and describe the nature of any proposed sale or other disposition thereof), the Company will Registrable Shares. The Corporation shall use its best commercially reasonable efforts to cause all such Warrant Shares, the Holders of which shall have requested promptly effect the registration or qualification thereof, under the Securities Act of the Registrable Shares so requested to be included registered. A requested registration on Form S-3 or any such successor form in such compliance with this Section 4 shall not count as a registration statement proposed initiated pursuant to Section 2(a) for purposes of Section 2 (b)(i)(A) and, except as otherwise expressly provided in this Section 4, shall otherwise be filed subject to Section 2. The number of requests permitted by the CompanyInvestors pursuant to this Section 4 shall be unlimited; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, Investors shall not be included or shall be proportionately reduced permitted to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a effect more than one registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of 4 during any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof180-day period.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register any of its securities under the 1933 Securities Act (except by other than in connection with (i) a Form S-4 Shelf Registration under Section 2.1, (ii) a Demand Registration under Section 2.2, (iii) a registration, the primary purpose of which is to register debt securities (other than debt securities convertible, exchangeable or exercisable for Common Stock) or (iv) a registration statement on Form S-8 Registration Statement or S-4 or any successor forms thereto) form), whether or qualify for a public distribution under Section 3(b) of the 1933 Act, any not pursuant to registration rights granted to other holders of its securitiessecurities and whether or not for sale for its own account, it will shall give prompt written notice (the “Piggyback Notice”) to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Registrable Shares of its intention to do so andand of such Holders’ rights (if any) under this Section 2.4, on which notice, in any event, shall be given at least 15 days prior to such proposed registration (and which notice shall provide no additional information that would constitute material non-public information). Upon the written request of any Holder of Registrable Shares receiving a Piggyback Notice of such Holder given proposed registration (or any Affiliate) that is a holder of Registrable Shares (a “Piggyback Requesting Holder”) made within twenty (20) 10 days after the receipt of any such notice (notice, which request shall specify the Warrant type and amount of the Registrable Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)Piggyback Requesting Holder, the Company will use its best efforts shall, subject to cause Section 2.4(b) hereof, effect the registration under the Securities Act of all Registrable Shares that the Company has been so requested to register by the Piggyback Requesting Holders thereof; provided that, (i) promptly following receipt of notification by the Company from the managing underwriter(s) (if an Underwritten Offering) of the price at which such Warrant Sharessecurities are to be sold, the Holders Company shall so advise each Piggyback Requesting Holder of which such price, and such Piggyback Requesting Holder shall then have requested the registration or qualification thereofright, exercisable in its sole discretion, irrevocably to be withdraw its request to have its Registrable Shares included in such registration statement proposed to be filed by the Company; providedstatement, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered without prejudice to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities rights of any other selling shareholders participating holder or holders of Registrable Securities to include Registrable Shares in the registration, shall not be included any future registration (or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement registrations) pursuant to this Section 9(a2.4 or under Section 2.1 or 2.2 hereof, as the case may be; (ii) if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Piggyback Requesting Holder 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), without prejudice, however, to the selling Holders rights of any Holder to include Registrable Securities in any future registration (or registrations) pursuant to this Section 2.4 or to cause such registration to be effected as a registration under Section 2.1 or 2.2 hereof, as the case may be, and (ii) in the case of a determination to delay registering, shall pay the fees and disbursements of special counsel and accountants be permitted to delay registering any Registrable Shares, for the selling Holderssame period as the delay in registering such other securities; and (iii) if such registration was initiated by the Company for its own account and involves an Underwritten Offering, each Piggyback Requesting Holder shall sell its Registrable Shares on the same terms and underwriting discounts or commissions and transfer taxes applicable conditions as those that apply to the selling Holders’ sharesCompany, and the underwriter(s) of each such Underwritten Offering shall be a nationally recognized underwriter (or underwriters) selected by the Company. No registration effected under this Section 2.4 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 or 2.2 hereof, and no registration effected pursuant to this Section 2.4 shall pay all other costs be deemed to have been effected pursuant to Section 2.1 or 2.2 hereof. The Piggyback Notice and expenses the contents thereof shall be kept confidential until the filing of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofRegistration Statement.

Piggyback Registration. If the Company If, at any time within two while the Holder shall hold Shares, the Company proposes to file a registration statement relating to the offering of any of its capital stock under the Securities Act (2other than (i) years after complete exercise a registration statement required to be filed in respect of this Warrantemployee benefit plans of the Company on Form S-8 or any similar form from time to time in effect, but no (ii) any registration statement on Form S-4 or similar successor form, or (iii) 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 of such proposed filing to the Holder. Upon receipt by the Company not more than seven days (7unless the notice given to the Holder pursuant to the previous sentence is less than ten days, in which case such seven-day period shall be shortened to five days) years after such notice of a written request from the date Holder for registration of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 any or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) all of the 1933 Act, any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Registrable Shares of its intention to do so and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereofas hereinafter defined), the Company will shall, subject to Section 2, include such Registrable Shares requested to be registered in such registration statement, and shall use its best all reasonable efforts to cause all such Warrant registration statement to become effective with respect to such Registrable Shares, unless the Holders managing underwriter therefor concludes in its reasonable judgment that the number of which shall have securities requested the registration or qualification thereof, to be included in such registration statement exceeds the number which can reasonably be sold in (or during the time of) such offering, in which case the Company may decrease the number of shares of Registrable Shares included in such registration and any other securities proposed to be filed sold to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the Companymanaging underwriter; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than event of any such reduction, the first shares to be included in the reasonable opinion of the managing underwriter of the proposed offering (which opinion such registration shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed any shares to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants registered for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses benefit of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of thereafter any jurisdictions in which the securities to be offered are shares requested to be registered or qualifiedfor the benefit of holders of Common Stock pursuant to registration rights agreements in effect between the Company and such holders prior to the date hereof, and thereafter any Registrable Shares requested to be registered by the Holder hereunder. The Company need not maintain the effectiveness of Registrable Shares means any such registration, qualification, notification or approval, whether or not at the request Shares and any securities of the Holders, more than six (6) months following the effective date thereofCompany issued as a dividend or distribution with respect to or in exchange for any Shares.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesCommon Stock under the Securities Act for sale to the public (including pursuant to a demand under Section 2 hereof as provided therein and except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrable ▇▇▇▇▇▇▇ies for sale to the public), each such time it will give written notice at the applicable address of record to all Holders each holder of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares Registrable Securities of its intention to do so and, on so. Upon the written request of any of such Holder holders of the Registrable Securities, given within twenty thirty (2030) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature Person of any proposed sale or other disposition thereof)such notice, the Company will will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all such Warrant Shares, the Holders Registrable Securities of which shall have requested the registration or qualification thereof, said requesting holders to be included in registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such registration statement proposed to be filed by the Companysale or other disposition of said Registrable Securities; provided, however, that if a greater number of Warrant Shares the Company is offered for participation advised in the proposed offering than writing in the reasonable opinion of the good faith by any managing underwriter of the proposed Company's securities being offered in a public offering pursuant to such registration statement that the amount to be sold by Persons other than the Company (collectively, "SELLING STOCKHOLDERS") is greater than the amount which opinion shall be in writing and delivered to the Holders) can be accommodated offered without adversely affecting the proposed offering, then the Company may reduce the amount offered for the accounts of Warrant Shares proposed to be offered by Selling Stockholders (including such Holders for registration, as well as the number holders of securities shares of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced Registrable Securities) to a number deemed satisfactory by the such managing underwriter. With ; and provided further, that the shares to be excluded shall be determined in the following sequence (except with respect to a demand under Section 2 hereof): (i) first, securities held by any Persons not having any such contractual, incidental registration rights; (ii) second, securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement; (iii) third, securities held by the Founders (as defined in the Stock Purchase Agreement, dated as of June 19, 1999, by and among the Company, the Founders and the investors named in Exhibit A thereto); and (iv) fourth, all Registrable Securities in each inclusion case as determined on a pro rata basis in accordance with their holdings. Notwithstanding the foregoing, in no event shall the number of securities Registrable Securities included in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements section be reduced to less than twenty percent (20%) of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities shares to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofregistered.

Piggyback Registration. If the Company If, at any time within two commencing after ---------------------- the effective date of the Registration Statement and expiring five (25) years after complete exercise of this Warrantthereafter, but no more than seven (7) years from the date of this Warrant, Company proposes to register any of its securities under the 1933 Act (except by other than in connection with a merger or pursuant to Form S-4 or Form S-8 Registration Statement or any successor forms theretoS-8) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securities, it will give written notice by registered mail, at least twenty (20) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any the Representative's Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Representative's Warrants and/or Warrant Shares notify the Company within twenty ten (2010) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts to cause all shall afford such Warrant Shares, the Holders of which shall the Representative's Warrants and/or Warrant Shares the opportunity to have any such Representative's Warrants and/or 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 the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) first, the ----- securities the Company proposes to be offered sell, (b) second, the securities held by such Holders the ------ entities, if any, that made the demand for registration, as well as (c) third, the number of securities of any other selling shareholders participating ----- Representative's Warrants and/or Warrant Shares requested to be included in such registration which in the registrationopinion of such underwriter can be sold, pro rata among all proposed selling shareholders. --- ---- Notwithstanding the provisions of this Section 9.2, the Company shall not be included or ------- have the right at any time after it shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws inclusion of any jurisdictions in which the ------- such securities shall have been made) to be offered are elect not to be registered or qualified. The Company need not maintain the effectiveness of file any such registration, qualification, notification proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes for any reason to register Primary Shares or Other Shares under the 1933 Securities Act (except by a other than on Form S-4 or Form S-8 Registration Statement promulgated under the Securities Act or any successor forms thereto) or qualify for a public distribution under Section 3(b) including, without limitation, any registration pursuant to the exercise of the 1933 Actdemand registration rights of any Person other than a Holder, on any form that would also permit the registration of its securitiesRegistrable Shares, it will or (to the extent inclusion of Registrable Shares is permitted by applicable laws, rules and regulations) to offer Primary Shares or Other Shares pursuant to a “shelf take-down,” the Company shall promptly give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares each Holder of its intention to do so register or offer the Primary Shares or Other Shares and, on upon the written request of any such Holder request, given within twenty (20) 15 days after receipt delivery of any such notice by the Company, of any Holder to include in such registration Registrable Shares held by such Holder (which request shall specify the Warrant number of Registrable Shares intended proposed to be sold included in such registration or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereofoffering), the Company will shall use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, Registrable Shares to be included in such registration statement proposed to be filed by or offering on the Companysame terms and conditions as the securities otherwise being sold in such registration or offering; provided, however, that if a greater number at any time after giving written notice of Warrant Shares is offered its intention to register or offer any securities, and prior to the effective date of the registration statement or filing of the preliminary prospectus supplement filed in connection with such registration or offering, as the case may be, the Company shall determine for participation in any reason not to proceed with the proposed registration or offering than of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and, thereupon, shall be relieved of its obligation to register or offer any Registrable Shares in the reasonable opinion of connection with such registration or offering; provided further, however, that if the managing underwriter advises the Company that the inclusion of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant all Registrable Shares or Other Shares proposed to be offered by included in such Holders for registration, as well as registration or offering would interfere with the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses successful marketing (including pricing) of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are Primary Shares or Other Shares proposed to be registered or qualified. The Company need not maintain offered by the effectiveness Company, then the number of any Primary Shares, Registrable Shares and Other Shares proposed to be included in such registrationregistration or offering shall be included in the following order: 3.1 First, qualificationthe Primary Shares or Other Shares, notification or approvalas applicable; and 3.2 Second, whether or not the Registrable Shares held by all Selling Investors, pro rata based upon the number of Registrable Shares owned by each such Selling Investor at the request time of such registration or offering, as the case may be. In connection with any underwritten offering under this Section 3, the Company shall not be required to include Registrable Shares in such underwritten offering unless the Holders of such Registrable Shares accept the terms of the Holdersunderwriting of such offering that have been agreed upon between the Company and the underwriters selected by the Company, more than six (6) months following including without limitation, the effective date thereofunderwriting agreement and the fees and expenses in connection therewith.

Piggyback Registration. If (a) If, at any time, the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes determines to register any of its Primary Shares under the 1933 Act (except by in connection with a Form S-4 or Form S-8 Registration Statement or Public Offering of such securities, other than its IPO, on a form that would also permit the registration of any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 ActRegistrable Securities, any of its securitiesthe Company shall, it will at each such time, promptly give each Holder written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on such determination. Upon the written request of any such Holder given received by the Company within twenty fifteen (2015) days after receipt the giving of any such notice (which request shall specify by the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)Company, the Company will shall use its best efforts to cause to be registered under the 1933 Act all of the Registrable Securities of such Warrant Holder that each Holder has requested be registered. If the total amount of Registrable Securities that are to be included by the Company for its own account and at the request of Holders exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, then the Company will include in such registration only the number of securities which in the opinion of such underwriters can be sold, in the following order: (i) first, Primary Shares; and (ii) then the Registrable Securities requested to be included by the Holders, pro rata, based on the Holders number of Registrable Securities owned by each of them which shall have requested the registration or qualification thereof, to each of them requests be included in such registration statement proposed to be filed by the Companyregistration; provided, however, that if a greater number any underwriter who is not an Affiliate or Associate of Warrant Shares is offered any Holder, in good faith requests for participation in the proposed offering than in the reasonable opinion success of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as that the number of securities Registrable Securities to be sold by any Holder or the Company be apportioned or excluded, such number or Registrable Securities of any other selling shareholders participating in the registration, shall not be included such Holder or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether reduced or not at included to the request of extent so requested by said underwriter. (b) Notwithstanding anything to the Holderscontrary, more than six (6Section 3.2 and this Section 3.3 shall not apply to an Underwritten Shelf Take-Down effected under Section 3.7(b) months following the effective date thereofor a Non-Underwritten Shelf Take-Down effected under Section 3.7(c).

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register file a registration statement under the 1933 Securities Act with respect to an offering of Common Stock for its own account or for the account of another Person (except by other than a registration statement on Form S-4 or Form S-8 Registration Statement (or any successor forms thereto) substitute form or qualify for a public distribution under Section 3(b) of rule, respectively, that may be adopted by the 1933 ActCommission)), any of its securities, it will the Company shall give written notice of such proposed filing to all the Holders at the address set forth in the share register of this Warrantthe Company as soon as reasonably practicable (but in no event less than 15 days before the anticipated filing date), any Warrants issued pursuant undertaking to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention provide each Holder the opportunity to do so and, register on the written request same terms and conditions such number of any shares of Registrable Securities as such Holder given within twenty may request (20) a "Piggyback Registration"). Each Holder will have seven business days after receipt of any such notice to notify the Company as to whether it wishes to participate in a Piggyback Registration (which request notice shall specify the Warrant Shares intended not be deemed to be sold or disposed of by a request for a Demand Registration); provided that should a Holder fail to provide timely notice to the Company, such Holder and describe will forfeit any rights to participate in the nature Piggyback Registration with respect to such proposed offering other than as described in Section 2.01(a)(iii). In the event that the registration statement is filed on behalf of any proposed sale or a Person other disposition thereof)than the Company, the Company will use its best efforts to cause all such Warrant Shares, have the shares of Registrable Securities that the Holders of which shall have requested wish to sell included in the registration statement. If the Company or qualification thereof, the Person for whose account such offering is being made shall determine in its sole discretion not to be included in such registration statement proposed register or to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting delay the proposed offering, then the amount Company may, at its election, provide written notice of Warrant Shares such determination to the Holders and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registrable Securities in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be offered by permitted to delay registering such Holders Registrable Securities for registration, as well the same period as the number delay in respect of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by proposed offering. As between the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), Company and the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of be entitled to select the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying Underwriters in connection with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofPiggyback Registration.

Piggyback Registration. If the Company If, at any time within two (2) during the seven years after complete exercise of this Warrant, but no more than seven (7) years from following the date of this WarrantAgreement, the Company proposes to register under prepare and file any new registration statement or post-effective amendments thereto covering equity or debt securities of the 1933 Act Company, or any such securities of the Company held by its shareholders (except by other than pursuant to a Form S-4 or pursuant to a Form S-8 or comparable forms) (for purposes of this Article 7, collectively, a "Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesStatement"), it will will, with respect to each such registration statement and amendment, give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so andby registered mail ("Notice"), on at least thirty (30) days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of any such Holder given a holder (a "Requesting Holder"), made within twenty (20) days after receipt of the Notice, that the Company include any such notice (which request shall specify of the Warrant Shares intended to be sold or disposed of by such Holder and describe Requesting Holder's Registrable Securities in the nature of any proposed sale or other disposition thereof)Registration Statement, the Company will shall, as to each such Requesting Holder, use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or qualification thereofexpense to the Requesting Holders (other than underwriting discounts and commissions applicable to the sale of such Registrable Securities and the fees and disbursements, if any, of counsel or any advisor to the Requesting Holders), provided that, if such Registration Statement relates to an underwritten public offering and the managing underwriter advises the Company and the Requesting Holders that the number of Registrable Securities which can be included in such registration statement proposed offering must be limited, priority will be given to be filed by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares any securities proposed to be offered and sold by such the Company, and, thereafter, the Requesting Holders for registration, as well as will agree to reduce the number of securities of Registrable Securities included in such Registration Statement on a pro rata basis with any other selling shareholders participating in security holder on whose behalf other securities of the registration, shall not Company may be included or therein for registration. Notwithstanding the provisions of this Section 7.3, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable have already been made) to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but elect not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of file any such registrationproposed Registration Statement, qualification, notification or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If the Company proposes (whether on its own behalf or at the request of any time within two (2other person or entity) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register any security under the 1933 Securities Act on any registration form (except by otherwise than for the registration of securities to be offered and sold pursuant to (a) an employee benefit plan, (b) a dividend or interest reinvestment plan, (c) other similar plans or (d) reclassifications of securities, mergers, consolidations and acquisitions of assets on Form S-4 or Form S-8 Registration Statement or any successor forms thereto) prescribed by the Commission permitting a secondary offering or qualify for a public distribution under Section 3(b) distribution, not less than 60 days prior to each such registration, the Company shall give to the holders of the 1933 Act, any Warrants or shares of its securities, it will give Common Stock issuable upon the exercise thereof written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(asuch proposal which shall describe in detail the proposed registration and distribution (including those jurisdictions where registration or qualification under the securities or blue sky laws is intended) hereof, and any Warrant Shares of its intention to do so and, on upon the written request of any such Holder holder of a Warrant or shares of Common Stock issuable upon the exercise thereof given within twenty (20) 30 days after receipt the date of any such notice (which request shall specify the Warrant Shares intended notice, proceed to include in such registration such shares of Common Stock as have been requested by any such holder to be sold or disposed of by included in such Holder and describe the nature of any proposed sale or other disposition thereof)registration; provided, however, that the Company shall not be required to include fewer than 50,000 shares (subject to adjustment upon any combination or split of shares or similar event) of Common Stock in any such registration pursuant to this Section 8.2(a). Any holder of a Warrant or shares of Common Stock issuable upon the exercise thereof shall in its request describe briefly the proposed disposition of such shares of Common Stock. The Company will in each instance use its best efforts to cause all such Warrant Shares, any shares of Common Stock issuable upon the Holders exercise of the Warrants (the holders of which shall have so requested registration thereof) to be registered under the Securities Act and qualified under the securities or blue sky laws of any jurisdiction requested by a prospective seller, all to the extent necessary to permit the sale or other disposition thereof (in the manner stated in such request) by a prospective seller of the securities so registered. If the managing underwriter, who shall be selected by the Company (subject to the approval, not unreasonably withheld, of a majority of the holders that have requested registration or qualification thereof(which must include First Source if First Source is then a holder and requesting registration)) to manage the distribution of the shares of Common Stock being registered, advises the Company in writing that, in its opinion, the inclusion of the shares of Common Stock requested to be included in such registration statement by a holder of a Warrant or shares of Common Stock issuable upon the exercise thereof with the securities being registered by the Company and other prospective sellers would materially adversely affect the distribution of all such securities, then: (a) (i) if such registration has been initially proposed by the Company, the Company shall include in such registration the number of shares proposed to be filed registered by the Company; provided, however, that if a greater number Company and by the holders of Warrant Shares is offered for participation the Warrants or shares of Common Stock issuable upon the exercise thereof before including any other securities in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as and, if an additional reduction in the number of securities being registered is necessary, the Company shall include in such registration such shares of the Company and the holders of the Warrants or shares of Common Stock issuable upon the exercise thereof pro rata based on the number of shares originally proposed to be registered by the Company and by the holders of the Warrants or shares of Common Stock issuable upon the exercise thereof or (ii) if such registration has been initially proposed by a holder of securities other than the Company or the holders of Warrants or shares of Common Stock issuable upon exercise thereof, the Company shall include in such registration the number of shares proposed to be registered by such other holder and the holders of Warrants or shares of Common Stock issuable upon exercise thereof before including any other securities in the registration and, if an additional reduction in the number of securities being registered is necessary, the Company shall include in such registration such shares of such other holder and the holders of Warrants or shares of Common Stock issuable upon exercise thereof pro rata based on the number of shares originally proposed to be registered by such other holder and by each holder of Warrants or shares of Common Stock issuable upon exercise thereof; or (b) any holder of a Warrant or shares of Common Stock issuable upon the exercise thereof may, at its sole option, delay its offering and sale for a period not to exceed 120 days after the effective date of such registration as such managing underwriter shall reasonably request. In the event of such delay, the Company: (i) shall use its best efforts to effect any registration or qualification under the Securities Act and the securities or blue sky laws of any jurisdiction as may be necessary to permit such prospective seller to make its proposed offering and sale following the end of such period of delay; and (ii) during such period of delay and for at least 90 days thereafter, shall not file or cause to be effected any other registration of its capital stock or securities convertible into or exchangeable or exercisable for any such capital stock, whether on its own behalf or at the request of any other selling shareholders participating in the registrationperson or entity, and shall not sell any shares of its capital stock or securities convertible into or exchangeable or exercisable for any such capital stock. The holder of a Warrant or shares of Common Stock issuable upon the exercise thereof who has requested shares of Common Stock to be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a)8.2(a) by acceptance hereof or thereof, the selling Holders agrees to execute an underwriting agreement with such underwriter that is (i) reasonably satisfactory to such holder and (ii) in customary form. Nothing in this Section 8.2(a) shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable be deemed to the selling Holders’ shares, and require the Company shall pay all other costs and expenses to proceed with any registration of its securities after giving the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofnotice herein provided.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrantor from time to time, but no more than seven (7) years from the date of this Warrant, proposes Company shall determine to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesCommon Stock, it will for its own account or for the account of any of its stockholders, other than a registration relating solely to employee benefit plans, or a registration relating solely to a Rule 145 transaction under the Act, and to distribute such Common Stock in an underwritten offering, the Company will: (i) give to the Fund written notice thereof as soon as practicable prior to filing the registration statement; and (ii) include in any such registration and in such underwriting involved therein, all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant the Shares of its intention to do so and, on the specified in a written request of any such Holder given or requests made by the Fund within twenty fifteen (2015) days after receipt of such written notice from the Company by the Fund, except as set forth in subsection (b) below. (b) If the Fund desires to distribute any or all of its shares of Common Stock through such notice underwriting, it shall (which request shall specify together with the Warrant Shares intended to be sold Company and the other holders distributing their Common Stock through such underwriting) enter into an underwriting agreement in customary form with the underwriter or disposed underwriters selected for such underwriting by the Company. Notwithstanding the foregoing, if in the written opinion of by the managing underwriter for such Holder and describe the nature of any proposed sale or other disposition thereof)offering, the Company will use its best efforts to cause inclusion of all such Warrant Shares, or a portion of the Holders of which shall have shares requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by underwriting will exceed the maximum amount of the Company; provided, however, that if a greater number of Warrant Shares is offered for participation 's Common Stock which can be sold in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed such offering (which opinion shall be in writing and delivered to the Holders"Total Common Stock") can be accommodated without materially adversely affecting the proposed entire offering, then the Company shall include in such underwriting only that number of shares which the Company is so advised can be sold in such offering without having such adverse effect. The shares of Common Stock which shall be excluded from such offering shall be determined in following manner: (i) first, all shares of Common Stock held by shareholders that do not have a contractual right to include their shares in such offering and (ii) second, to the extent additional shares must be excluded, all shares of Common Stock held by the Company and the shareholders possessing such right (including the Fund), allocated pro rata among the Company and such other holders of Common Stock (including the Fund) in accordance with the ratio that the number or amount of Warrant Shares proposed Common Stock that the Company or such shareholders sought to be offered by such Holders for registrationregister bears to the Total Common Stock. (c) Notwithstanding the provisions of this Section 2, as well as the number of securities of Company shall have the right at any other selling shareholders participating in the registration, time after it shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement have given written notice pursuant to this Section 9(a), the selling Holders 2 (irrespective of whether any written request for inclusion of Shares shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable have already been made) to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but elect not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of file any such registrationproposed registration statement, qualification, notification or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If (a) Each time that the Company at proposes for any time within two (2) years after complete exercise of this Warrantreason, but no more than seven (7) years from the date of this Warrantincluding, proposes without limitation, pursuant to a Demand Request, to register any Restricted Shares under the 1933 Securities Act (except by a "Proposed Registration"), other than pursuant to a registration statement on Form S-4 F-4 or -3- Form S-8 Registration Statement or any similar or successor forms thereto) or qualify for a public distribution under Section 3(b) of forms, the 1933 Act, any of its securities, it will Company shall promptly give written notice of such Proposed Registration to all Holders the holders of the Restricted Shares (which notice shall be given not less than 30 days prior to the expected effective date of the Company's registration statement) and shall offer such holders the right to request inclusion of any of such holder's Restricted Shares in the Proposed Registration. No registration pursuant to this Warrant, any Warrants issued Section 2.2 shall relieve the Company of its obligation to register Restricted Shares pursuant to Section 2 and/or 2.1. (b) Each Shareholder shall have 20 days from the receipt of the notice provided for in Section 3(a2.2(a) hereof, and any Warrant Shares of its intention to do so and, on deliver to the Company a written request specifying the number of Restricted Shares such Shareholder intends to sell. Any Shareholder shall have the right to withdraw such Shareholder's request for inclusion of such Shareholder's Restricted Shares in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of such Holder given within twenty (20) withdrawal at least 5 days after receipt prior to the filing of any such notice (which request shall specify the Warrant Shares intended Proposed Registration. Subject to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)Section 2.4 below, the Company will use its best efforts to cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included include in such registration statement proposed all such Restricted Shares so requested to be filed by the Companyincluded therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such Proposed Registration if a greater number it shall at the same time withdraw or cease proceeding with the registration of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares all other equity securities originally proposed to be offered registered, to the extent otherwise permitted to do so. (c) In the event that the Proposed Registration by such Holders for registrationthe Company is, as well as the number in whole or in part, an underwritten public offering of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expensesany request under Section 2.2(b) hereof must specify that the Restricted Shares be included in the underwriting on the same terms and conditions as the Shares, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any if any, otherwise being sold through underwriters under such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If (a) In the event that the Company at any time within after (x) in the case of Silver Lake, two (2) years after complete exercise the IPO Date, and (y) in the case of this WarrantQ II, but no more than seven (7) years from 18 months after the date of this WarrantIPO Date, proposes to register any Equity Securities under the 1933 Act (except by Securities Act, either in connection with a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify primary offering for a public distribution under Section 3(b) cash for the account of the 1933 ActCompany (a “Primary Offering”), any of its securitiesa secondary offering or a combined primary and secondary offering, the Company will each time it will intends to effect such a registration, give written notice (a “Company Notice”) to all Holders of this WarrantRegistrable Securities who are no longer subject to contractual transfer restrictions with the Company in respect of such Registrable Securities at least ten Business Days prior to the initial filing of a registration statement with the SEC pertaining thereto, any Warrants issued pursuant informing such Holders of (i) its intent to Section 2 and/or Section 3(afile such registration statement and whether such registration is for a Primary Offering, a secondary offering or a combined primary and secondary offering, (ii) hereofthe intended method of distribution, (iii) the number of each class of Equity Securities proposed to be registered, (iv) the proposed date of filing of such registration statement, (v) the proposed managing underwriter(s) (if any), (vi) a good faith estimate by the Company of the proposed minimum offering price of each class of Equity Securities, in each case of (ii) to (vi), to the extent then known, and any Warrant Shares (vii) the Holders’ right to request the registration of its intention to do so and, on the Registrable Securities held by the Holders. Upon the written request of the Holders made within seven Business Days after any such Holder Company Notice is given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares number of Registrable Securities intended to be sold or disposed of by such Holder and describe the nature intended distribution thereof; provided, that if (i) the Registrable Securities intended to be disposed of any proposed sale or other disposition thereofare Class A common stock and (ii) the applicable registration is intended to effect an offering of Class A common stock for cash for the account of the Company, such request need specify only the Registrable Securities intended to be disposed of by such Holder), unless SAP shall have responded to such Company Notice within such seven Business Day period Requesting a Demand Registration in priority to the registration described in such Company Notice (in which case, the Company shall first effect such Demand Registration in accordance with Section 3.1 and the cut-back provisions in Section 3.1(d) shall apply), the Company will use its reasonable best efforts to cause effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company’s intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement filed by the Company, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Warrant Sharesregistration statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided further, that if, at any time after giving written notice of its intention to register any Equity Securities in a Primary Offering and prior to the Effective Date of the registration statement filed in connection with such registration, the Holders Company shall determine for any reason not to register or to delay such registration of which the Equity Securities, the Company shall have give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith or from the Company’s obligations with respect to any subsequent registration) and (ii) in the case of a determination to delay such registration, the Company shall be permitted to delay registration of any Registrable Securities requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by for the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well same period as the number delay in registering such Equity Securities; provided that the Holders of securities of any other selling shareholders participating Registrable Securities may continue the registration as a Demand Registration under Section 3.1. (b) If, in the registration, shall not be included or shall be proportionately reduced to connection with a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement Primary Offering pursuant to this Section 9(a)3.2 that is initiated by the Company, the selling Holders Underwriters’ Representative of the offering registered thereon shall pay inform the fees and disbursements Company in writing that in its judgment there is a Maximum Number of special counsel and accountants shares of Company Capital Stock that may be included therein, the Company shall include in such registration: (i) first, if such registration statement relates to an offering initiated by the Company of Equity Securities being offered for the selling Holdersaccount of the Company, the full number of Equity Securities that the Company proposes to offer for its own account (“Company Securities”); (ii) second, SAP Securities, Silver Lake Securities and underwriting discounts or commissions and transfer taxes applicable Q II Securities up to the selling HoldersCap Amount, except that if the number of shares of Company Capital Stock that may be included in such registration is less than the Cap Amount, the reduction shall be applied pro rata among the SAP Securities, Silver Lake Securities and Q II Securities based on each of their pro rata share of the Cap Amount (i.e., 44.44% SAP Securities/44.44% Silver Lake Securities/11.12% Q II Securities); (iii) third, up to the full number of SAP Securities in excess of the Cap Amount, if any, that are requested to be included in such registration; (iv) fourth, up to the full number of Silver Lake Securities and Q II Securities in excess of the Cap Amount, if any, that are requested to be included in such registration on a pro rata basis based on the total number of shares of Company Capital Stock held by such Holder; (v) and fifth, such number of shares of Company Capital Stock duly requested to be included in such registration by other Persons, pro rata on the basis of the amount of such other shares of Company Capital Stock requested to be included or such other allocation method determined by the Company. If, in connection with a secondary offering or a combined primary and secondary offering pursuant to this Section 3.2, the Underwriters’ sharesRepresentative of the offering registered thereon shall inform the Company and/or the Holder in writing that in its judgment there is a Maximum Number of shares of Company Capital Stock that may be included therein, the cutback provisions in Section 3.1(d) shall apply. (c) No Holder may participate in any Underwritten Offering under this Section 3.2 and no other Person shall be permitted to participate in any such offering pursuant to this Section 3.2 unless it completes and executes all customary questionnaires, powers of attorney, custody agreements, underwriting agreements and other customary documents required under the customary terms of such underwriting arrangements. In connection with any Underwritten Offering under this Section 3.2, each participating Holder and the Company and each such other Person shall pay all other costs be a party to the underwriting agreement with the underwriters of such offering and expenses may be required to make certain customary representations and warranties and provide certain customary indemnifications for the benefit of the registration, including but underwriters. (d) The Company shall not limited be required to all registration, filing and NASD fees, printing expenses, fees and disbursements effect any registration of counsel and accountants for Registrable Securities under this Section 3.2 incidental to the registration of any of its securities in connection with the Company’s issuance of registered shares of Company Capital Stock in mergers, all internal expensesacquisitions, and legal fees and disbursements and reorganizations, exchange offers, subscription offers, dividend reinvestment plans or stock option or other expenses executive or employee benefit or compensation plans. (e) The registration rights granted pursuant to the provisions of complying with state securities laws this Section 3.2 shall be in addition to the registration rights granted pursuant to Section 3.1. No registration of any jurisdictions in which Registrable Securities effected under this Section 3.2 shall relieve the securities Company of its obligation to be offered are effect a Demand Registration of Registrable Securities pursuant to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofSection 3.1.

Piggyback Registration. (a) If the Company Merger Successor at any time within two (2other than pursuant to Sections 2 or 4 hereof) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiessecurities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to the IPO, a Qualified Merger and/or registration statements on Forms S-4 or S-8 and any similar successor forms) (a “Piggyback Registration”), each such time it will give prompt written notice to such effect to all Holders of this Warrant, any Warrants issued pursuant at least thirty (30) days prior to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on such filing. Upon the written request of any such Holder given Holder, received by the Merger Successor within twenty (20) days after receipt the giving of any such notice (which request shall specify by the Warrant Shares intended Merger Successor, to be sold or disposed register any of by such Holder and describe the nature of any proposed sale or other disposition thereof)its Registrable Securities, the Company will use its best efforts Merger Successor will, subject to Section 3(b) below, cause all such Warrant Shares, the Holders of Registrable Securities as to which registration shall have been so requested the registration or qualification thereof, to be included in such the securities to be covered by the registration statement proposed to be filed by the Company; providedMerger Successor, howeverall to the extent requisite to permit the sale or other disposition by the Holder of such Registrable Securities so registered. Notwithstanding the foregoing provisions, that if a greater number of Warrant Shares is offered for participation the Merger Successor may withdraw any registration statement referred to in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered this Section 3 without thereby incurring any liability to the Holders. (b) In the event that any Piggyback Registration shall be, in whole or in part, an underwritten public offering of Registrable Securities and the managing underwriters advise the Merger Successor in writing that in their opinion the number of Registrable Securities and/or other securities requested to be included in such offering exceeds the number of shares which can be accommodated sold in an orderly manner in such offering within a price range acceptable to the Merger Successor without adversely affecting the proposed marketability of the offering, then the amount of Warrant Shares proposed Merger Successor will include in such registration (i) first, the securities the Merger Successor proposes to sell; (ii) second, the Registrable Securities and/or other securities requested to be offered by included in such Holders for registration, as well as pro rata from among the Holders according to the number of securities Registrable Securities held by such Holders; and (iii) third to other shareholders requesting registration pro rata. Notwithstanding the foregoing, however, the number of any other selling shareholders participating Registrable Securities to be included in the registration, such registration and underwriting under this Section 3(b) shall not be included or shall be proportionately reduced to a number deemed satisfactory less than thirty percent (30%) of the aggregate securities requested to be included by the managing underwriter. With respect Holders in such registration without prior consent of at least a majority of the Holders who have requested their shares to each inclusion be included in such registration and underwriting. (c) The right of the holders of Registrable Securities to have their securities registered in a registration statement pursuant to this Section 9(a), Piggyback Registration shall terminate at the selling Holders shall pay earlier of (i) three (3) years following the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses consummation of the registrationoffering detailed in the Purchase Agreement, including but not limited or (ii) as to any Investor, such earlier time at which all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying Registrable Securities held by such Investor (together with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request affiliate of the Holders, more than six Investor with whom such Investor must aggregate its sales under Rule 144) can be sold in any three (6) months following 3)-month period without registration in compliance with Rule 144 of the effective date thereofSecurities Act.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise the consummation by PRAECIS of this Warrant, but no more than seven (7) years from the date an initial public offering of this Warrant, Common Stock PRAECIS proposes to register under the 1933 Act (except including without limitation any registration effected by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under PRAECIS pursuant to Section 3(b) 6.2 of the 1933 Act, Stockholders Agreement) any of its securitiesauthorized but unissued Common Stock under the Securities Act on Forms ▇-▇, it will ▇-▇, ▇-▇, ▇▇-▇, ▇▇-▇ or any other registration form at the time in effect on which Registrable Securities (as defined herein) could be registered for sale by Purchaser (other than a registration in connection with an acquisition of or merger with another entity or the sale of shares to employees, consultants or directors of PRAECIS pursuant to employee stock option, stock purchase or other employee benefit plans, provided that the only securities covered by such registration are the securities to be issued as part of such acquisition or merger or the securities to be sold to such employees, consultants or directors), PRAECIS shall on each such occasion give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares Purchaser of its intention so to do so do, describing such Common Stock to be registered and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such proposed registered offering will be an underwritten offering (an "Underwritten Offering") and, on if so, the identity of the investment banker or bankers that shall manage the offering (the "Managing Underwriter") 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 like) at which the Registrable Securities, if any, are reasonably expected to be sold) if such disclosure is acceptable to the Managing Underwriter. Upon the written request of any such Holder given Purchaser delivered to PRAECIS within twenty (20) 30 calendar days after the receipt of any such notice (which request shall specify the Warrant Shares Registrable Securities intended to be sold or disposed of by such Holder Purchaser and describe the nature intended method of any proposed sale or other disposition thereof), the Company PRAECIS will use its reasonable best efforts to cause effect the registration under the Securities Act of all of the Registrable Securities that PRAECIS has been so requested to register; provided, however, that: (i) If, at any time after giving such Warrant Shareswritten notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, PRAECIS shall determine for any reason not to register such securities, PRAECIS may, at its election, give written notice of such determination to Purchaser and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses (as defined herein) in connection therewith); and (ii) If such registration involves an Underwritten Offering, Purchaser must sell its Registrable Securities to the underwriters selected by PRAECIS on the same terms and conditions as apply to PRAECIS. (b) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.1 shall be paid by PRAECIS. (c) If a registration pursuant to this Section 6.1 involves an Underwritten Offering and the Managing Underwriter advises PRAECIS that, in its opinion, the Holders number of which shall have requested the registration or qualification thereof, shares proposed to be included in such registration statement proposed should be limited due to market conditions, then PRAECIS will include in such registration to the extent of the number which PRAECIS is so advised can be sold in such offering (i) first, the securities PRAECIS proposes to sell (if any) and (ii) second, the number of Registrable Securities and shares of Common Stock held by stockholders of PRAECIS other than Purchaser requested to be filed by the Companyincluded in such registration; provided, however, that if a greater number of Warrant Shares is Registrable Securities and other shares proposed to be offered by other stockholders of PRAECIS are offered for participation inclusion in the proposed offering underwriting than in the reasonable opinion of the managing underwriter of the proposed offering Managing Underwriter proposing to underwrite securities to be sold by PRAECIS (which opinion shall be in writing and delivered to the Holdersif any) can be accommodated without adversely affecting the proposed offeringunderwriting, then PRAECIS may elect to reduce prorata (based upon the amount of Warrant Shares shares owned by stockholders who have requested to have shares which have registration rights to be included in the proposed underwriting) the amount of all securities (including shares of Registrable Securities) proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced underwriting for the accounts of all persons other than PRAECIS to a number deemed satisfactory by the managing underwriter. With Managing Underwriter. (d) In connection with any Underwritten Offering with respect to each inclusion of securities in a which Purchaser shall have requested registration statement pursuant to this Section 9(asubsection 6.1(a), PRAECIS shall have the selling Holders shall pay right to select the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable Managing Underwriter with respect to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofoffering.

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from during the period commencing on the date that is six months following the closing date of this Warrantan initial public offering of the Common Stock and ending on the Expiration Date, the Company proposes to register any shares of its Common Stock under the 1933 Securities Act on any form for registration thereunder (except by the “Registration Statement”) for its own account or the account of shareholders (other than a Form S-4 registration solely relating to (i) shares of Common Stock underlying a stock option, restricted stock, stock purchase or Form S-8 Registration Statement compensation or incentive plan or of stock issued or issuable pursuant to any successor forms theretosuch plan, or a dividend investment plan; (ii) a registration of securities proposed to be issued in exchange for securities or qualify assets of, or in connection with a merger or consolidation with, another corporation or other entity; or (iii) a registration of securities proposed to be issued in exchange for a public distribution under Section 3(b) other securities of the 1933 ActCompany (collectively, any of its securitiesan “Excluded Registration”)), it will at such time give prompt written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares the Holder of its intention to do so and, on (the “Section 9.1 Notice”). Upon the written request of any such the Holder given to the Company within twenty ten (2010) days after receipt the giving of any such notice (which request shall specify Section 9.1 Notice setting forth the number of shares of Warrant Shares Stock and/or Other Securities intended to be sold or disposed of by such the Holder and describe the nature intended method of any proposed sale or other disposition thereof), the Company will use its best efforts to include or cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such registration statement proposed to be filed by the Company; provided, however, that if a greater number Registration Statement the shares of Warrant Shares is offered for participation Stock and/or Other Securities which the Holder has requested to register, to the extent provided in this Section 9 (a “Piggyback Registration”). Notwithstanding the foregoing, in the proposed offering event that prior to the Six-Month Post-IPO Exercise Date, the Company agrees to (other than in an Excluded Registration) (i) register the reasonable opinion resale of Common Stock then held by any other shareholder of the managing underwriter Company or (ii) register the issuance of Common Stock upon conversion of then outstanding securities, the proposed offering (which opinion Holder shall be in writing and delivered similarly entitled to exercise the Holders) can be accommodated without adversely affecting rights provided by this Section 9.1. Notwithstanding the proposed offeringforegoing, then the amount of Warrant Shares proposed to be offered by such Holders for registrationCompany may, as well as the number of securities of at any other selling shareholders participating in the registrationtime, shall not be included withdraw or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a cease proceeding with any registration statement pursuant to this Section 9(a), 9.1 if it shall at the selling Holders shall pay same time withdraw or cease proceeding with the fees and disbursements registration of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities Common Stock originally proposed to be offered are to be registered or qualifiedregistered. The Company need not maintain shall be obligated to file and cause the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six only one (6) months following the effective date thereof.1)

Piggyback Registration. If (a) Subject to the Company provisions of this Section 10.5, Section 10.7 and Section 10.8, in the event of a Qualified IPO, each CME Group Member may request, at any time within two (2) years after complete exercise the 20 Business Days following receipt of this Warrantthe Qualified IPO Demand from MH, but no the opportunity to include in such registration statement a percentage of such CME Group Member’s Membership Interests equal to not more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) portion of the 1933 Act, MH Members’ Membership Interests included in such registration statement (a “Piggyback Registration”). A Piggyback Registration shall be available only for Membership Interests of the same class or series as those proposed to be registered by the MH Members. (b) Upon any of its securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so and, on the CME Group Member’s written request of any such Holder given made within twenty (20) days the 20 Business Days after the receipt of any such notice the Qualified IPO Demand from MH (which request shall specify the Warrant Shares intended to be sold minimum price, if any, below which such CME Group Members will not sell such Membership Interests (or disposed of by such Holder and describe the nature of any proposed sale or other disposition portions thereof)), the Company will use its best efforts and MH shall, subject to clause (c) below, cause the underwriter(s) to include all Membership Interests (or portions thereof) that such Warrant Shares, CME Group Members has so requested to include (in addition to the Holders of which shall have requested the registration MH Members’ Membership Interests (or qualification portions thereof, ) to be included in such registration statement proposed statement), and shall use their reasonable best efforts to effect the registration under the Securities Act of all such Membership Interests (or portions thereof), to the extent required to permit the disposition of the Membership Interests (or portions thereof) so to be registered; provided that, if at any time after giving notice of its intention to register any Membership Interests (or portions thereof) in a Qualified IPO and prior to the effective date of the registration statement filed in connection with such registration, MH shall determine not to register such securities, MH shall give notice to the Company and the CME Group Members and, thereupon, the Company shall be relieved of its obligation to register any Membership Interests (or portions thereof) in connection with such registration, any elections made by the Company; providedCME Group Members shall be deemed rescinded and shall be of no legal force or effect and the CME Group Members’ Piggyback Registration rights with respect to such registration shall terminate. (c) If the CME Group Members exercise their right to a Piggyback Registration pursuant to this Section 10.5 and the lead underwriters advise MH and the CME Group Members that, howeverin their view, the amount of Membership Interests (or portions thereof) requested to be included in such registration exceeds the largest amount of Membership Interests (or portions thereof) that if a greater number of Warrant Shares is offered for participation could be included in the proposed public offering than in without having an adverse effect on such public offering, including the reasonable opinion of the managing underwriter of the proposed offering price at which such Membership Interests (which opinion shall be in writing and delivered to the Holdersor portions thereof) can be accommodated without adversely affecting the proposed offeringsold, then the amount of Warrant Shares proposed Membership Interests (or portions thereof) to be offered by included in such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or registration shall be proportionately reduced determined pro rata among MH and the CME Group Members that exercised their right to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement Piggyback Registration pursuant to this Section 9(a)10.5 based on the Membership Interests (or portions thereof) requested to be included in such registration. (d) It shall be a condition precedent to the obligations of the Company to take any action pursuant to the foregoing provisions of this Section 10.5 that each CME Group Member that exercised their right to a Piggyback Registration pursuant to this Section 10.5 shall furnish to the Company such customary information regarding itself, the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts Membership Interests (or commissions and transfer taxes applicable to the selling Holders’ shares, portions thereof) held by such CME Group Member and the Company intended method of disposition of such securities as shall pay all other costs and expenses be required to effect the registration of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered such Membership Interests (or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date portions thereof).

Piggyback Registration. If the Company at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiessecurities under the Securities Act for sale to the public (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to all Holders each holder of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares Registrable Securities of its intention to do so and, on so. Upon the written request of any of such Holder holders of the Registrable Securities, given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature Person of any proposed sale or other disposition thereof)such notice, the Company will will, subject to the limits contained in this Section 4, use its best efforts to cause all such Warrant Shares, the Holders Registrable Securities of which shall have requested the registration or qualification thereof, said requesting holders to be included in registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such registration statement proposed to be filed by the Companysale or other disposition of said Registrable Securities; provided, however, that if a greater number of Warrant Shares the Company is offered for participation advised in the proposed offering than writing in the reasonable opinion of the good faith by any managing underwriter of the proposed Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which opinion shall be in writing and delivered to the Holders) can be accommodated offered without adversely affecting the proposed offering, then the Company may reduce the amount offered for the accounts of Warrant Shares proposed to be offered by Selling Stockholders (including such Holders for registration, as well as the number holders of securities shares of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced Registrable Securities) to a number deemed satisfactory by the such managing underwriter. With respect ; provided, that the Founders’ Shares included in such offering shall be reduced prior to each inclusion any reduction in the amount of shares offered for the account of any Investor; and provided further, that (a) in no event shall the amount of Registrable Securities of selling Investors be reduced below fifty percent (50%) of the total amount of securities included in a such offering, unless such offering is the initial public offering of the Company’s securities; and (b) any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration statement rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling HoldersAgreement, and underwriting discounts or commissions and transfer taxes applicable to (iii) the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities Registrable Securities sought to be offered are to be registered or qualified. The Company need not maintain included by the effectiveness holders thereof as determined on a pro rata basis (based upon the aggregate number of any Registrable Securities held by such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereofholders).

Piggyback Registration. If the Company If, at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from commencing on the date of this WarrantAgreement, and expiring on the Expiration Date, the Company proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its 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) it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any the Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Warrants and/or Warrant Shares notify the Company within twenty (20) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts shall afford such Holders of the Warrants and/or Warrant Shares the opportunity to cause all have any such Warrant Shares, Shares registered under such registration statement. In the Holders event that the managing underwriter for said offering advises the Company in writing that in the underwriter's opinion the number of which shall have securities requested the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) first, the securities the Company proposes to be offered sell, (b) second, the securities held by such Holders the entities that made the demand for registration, as well as (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 Warrants and/or Warrant Shares requested to be registered by such Holders, and (d) fourth, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. If the Company at any time within two during the Registration Period (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrantdefined below), proposes to register any of its Common Stock under the 1933 Securities Act of 1933, as amended (except by a the "Act") on Forms ▇-▇, ▇-▇, ▇-▇ or SB-1, or SB-2 (but not Form S-4 or Form S-8 Registration Statement or any successor forms theretoother comparable form) or qualify for a public distribution under Section 3(b) of the 1933 Act, on any of its securitiesother form upon which may be registered Common Stock, it will at each such time give prompt written notice prior to all Holders the filing of this Warrant, any Warrants issued pursuant the registration statement to Section 2 and/or Section 3(a) hereof, and any Warrant Shares Holder of its intention so to do so and, on do. Such notice shall specify the proposed date of the filing of the registration statement and advise Holder of its right to participate therein. Upon the written request of any such Holder given within twenty (20) days after receipt prior to the proposed date of any filing set forth in such notice (notice, the Company will cause each Warrant Share which request shall specify the Warrant Shares intended Company has been requested to register by Holder to be sold or disposed of by such Holder and describe registered under the nature of any proposed Act, all to the extent requisite to permit the sale or other disposition by Holder of the Warrant Shares so registered. The term "Registration Period" shall mean the period commencing on the date hereof and ending on the date on which the Warrant Shares may be immediately sold to the public without registration or restriction (including, without limitation, as to volume by the holder thereof), under the Act. If, in the written opinion of the underwriter or underwriters managing the public offering which is the subject of a registration pursuant to this Section 8(a) (or in the event that such distribution shall not be underwritten, in the written opinion of an investment banking firm of recognized standing), the total amount of shares of Common Stock to be so registered, when added to the total amount of Warrant Shares which the Holder and all other Warrantholders have requested to be registered pursuant to this Section 8(a), will exceed the maximum amount of Common Stock of the Company will use its best efforts which can be marketed: (i) at a price reasonably related to cause all such Warrant Sharestheir then current market value; or (ii) without otherwise materially and adversely affecting the entire offering, then the Holders of which Company shall have requested the right to exclude from such registration or qualification thereof, such number of Warrant Shares of Holder and the other Warrantholders which it would otherwise be required to register pursuant to this Section 8(a) as is necessary to reduce the total amount of shares of Common Stock of the Company to be included in such registration statement proposed so registered to the maximum amount of shares of Common Stock which can be filed by the Companyso marketed; provided, however, that if a greater the total amount of shares of Common Stock which can be sold is less than the number of Warrant Shares is offered for participation requested by Holder and the other Warrantholders to be included in the proposed offering than registration together with the number of other shares of Common Stock duly requested to be registered by any affiliates of the Company and other selling security holders included in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered registration statement who are subject to the Holders) can be accommodated without adversely affecting the proposed offeringcontractual cut-back agreements, then the amount number of Warrant Shares proposed shares of Common Stock to be offered excluded from such registration shall be allocated among Holder, and such other Warrantholders, affiliates and selling security holders in proportion to the respective number of shares of Common Stock held of record by each of them. In such Holders for registrationevent, as well as the Company shall give Holder prompt written notice of the number of securities shares of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a Holder's Warrant Shares excluded from such registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holdersmanaging underwriter. No such exclusion shall reduce the securities being offered by the Company for its own account to be included in such registration statement. The Company may, more than six (6) months following in its sole discretion and without the effective date thereofconsent of Holder, at any time after it shall have given written notice to Holder in accordance with this Warrant, delay the filing or effectiveness of the registration statement or withdraw such registration statement and abandon the proposed offering in which Holder had requested to participate; provided, however, that such delay, withdrawal and/or abandonment is with respect to all securities under such registration, and provided further, that any delay, withdrawal and/or abandonment shall not preclude or otherwise prejudice subsequent requests for registration pursuant to this Section 8. Holder will cooperate with the Company in all material respects in connection with this Agreement, including, without limitation, timely supplying all information reasonably requested by the Company and executing and returning all documents reasonably requested in connection with the registration and sale of the Warrant Shares. In connection with each registration covering an underwritten public offering, the Company and Holder agree to enter into a written agreement with the managing underwriter containing such provisions as are customary in the securities business for such an arrangement between an underwriter and companies of the Company's size and investment stature.

Piggyback Registration. If the Company If, at any time within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the date of this Warrant, Company proposes to register any of its securities under the 1933 Act (except by other than in connection with a merger or pursuant to Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesS-8), it will give written notice by registered mail, at least thirty (30) days prior to all the filing of each such registration statement, to the Holders of this Warrant, any the Financial Advisor’s Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any the Warrant Shares of its intention to do so and, on so. If any of the written request Holders of any such Holder given the Financial Advisor’s Warrants and/or Warrant Shares notify the Company within twenty (20) days after receipt mailing of any such notice (which request shall specify the Warrant Shares intended of its or their desire to be sold or disposed of by include any such Holder and describe the nature of any securities in such proposed sale or other disposition thereof)registration statement, the Company will use its best efforts to cause all shall afford such Warrant Shares, the Holders of which shall the Financial Advisor’s Warrants and/or Warrant Shares the opportunity to have any such Financial Advisor’s Warrants and/or 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 the registration or qualification thereof, to be included in such registration statement proposed to exceeds the number which can be filed by the Company; provided, however, that if sold in such offering without causing a greater number of Warrant Shares is offered for participation diminution in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without price or otherwise adversely affecting the proposed offering, then the amount of Warrant Shares proposed Company will include in such registration (a) FIRST, the securities the Company proposes to be offered sell, (b) SECOND, the securities held by such Holders the entities that made the demand for registration, as well as (c) THIRD, the Financial Advisor’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 Financial Advisor’s Warrants and/or Warrant Shares on the basis of the number of Financial Advisor’s Warrants and/or Warrant Shares requested to be registered by such Holders, and (d) FOURTH, other securities of any other selling shareholders participating in the registration, shall not requested to be included or in such registration. Notwithstanding the provisions of this Section 9.2, the Company shall be proportionately reduced to a number deemed satisfactory by have the managing underwriter. With respect to each inclusion of securities in a registration statement right at any time after it shall have given written notice pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements 9.2 (irrespective of special counsel and accountants whether a written request for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness inclusion of any such registration, qualification, notification securities shall have been made) to elect not to file any such proposed registration statement or approval, whether or not at to withdraw the request of same after the Holders, more than six (6) months following filing but prior to the effective date thereof.

Piggyback Registration. (a) If the Company at any time within two (2) years after complete exercise of this Warrantany Registrable Shares are not able to be resold pursuant to an effective Registration Statement, but no more than seven (7) years from and the date of this Warrant, Company proposes to register under the 1933 Act (except by a Form S-4 or Form S-8 Registration Statement or any successor forms thereto) or qualify for a public distribution under Section 3(b) of the 1933 Act, any of its securitiesCommon Stock under the Securities Act, it will whether as a result of an offering for its own account or the account of others (but excluding any registrations to be effected on Forms S-4 or S-8 or other applicable successor Forms), the Company shall, each such time, give to the Investor twenty (20) days’ prior written notice of its intent to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereofdo so, and any Warrant such notice shall describe the proposed registration and shall offer the Investor the opportunity to register such number of Registrable Shares of its intention to do so and, on as the Investor may request. Upon the written request of any such Holder the Investor given to the Company within twenty (20) days after the receipt of any such notice (which request shall specify by the Warrant Shares intended to be sold or disposed of by such Holder and describe the nature of any proposed sale or other disposition thereof)Company, the Company will use shall include in such Registration Statement all or part of the Registrable Shares of the Investor, to the extent requested to be registered. (b) If a registration pursuant to Section 3 hereof involves an underwritten offering and the managing underwriter shall advise the Company in writing that, in its best efforts to cause all such Warrant Sharesopinion, the Holders number of which shall have shares of Common Stock requested by the registration or qualification thereof, Investor to be included in such registration statement is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered in such offering, then, notwithstanding anything in this Section 3 to the contrary, the Company shall only be required to include in such registration, to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering, (i) first, the number of shares of Common Stock requested to be included in such registration for the account of any stockholders of the Company (including the Investor), pro rata among such stockholders on the basis of the number of shares of Common Stock that each of them has requested to be included in such registration, and (ii) second, any shares of Common Stock proposed to be filed included in such registration for the account of the Company. (c) In connection with any offering involving an underwriting of shares, the Company shall not be required under this Section 3 or otherwise to include the Registrable Shares of the Investor therein unless the Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter of the proposed offering (which opinion shall be in writing and delivered to the Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders for registration, as well as the number of securities of any other selling shareholders participating in the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. With respect to each inclusion of securities in a registration statement pursuant to this Section 9(a), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of any such registration, qualification, notification or approval, whether or not at the request of the Holders, more than six (6) months following the effective date thereof.