Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing one year from during the effective five years following the date of the registration statement and expiring four (4) years thereafterthis Agreement, the Company proposes to register prepare and file any registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its securities under the Securities Act of 1933shareholders (in any such case, as amended (the "Act") (other than in connection with a merger merger, acquisition or pursuant to Form ▇-▇S-8 or successor form), ▇-▇ or other comparable registration statement) (for purposes of this Article 6, collectively, a "REGISTRATION STATEMENT"), it will give written notice of its intention to do so by registered mailmail ("NOTICE"), at least thirty ten (3010) business days prior to the filing of each such registration statementRegistration Statement, to the Holders and to all other Holders holders of the Warrants and/or Registrable Securities. Upon the Warrant Securities written request of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company such a holder (a "REQUESTING HOLDER"), made within twenty ten (2010) business days after receipt of any such notice of its or their desire to the Notice, that the Company include any such securities of the Requesting Holder's Registrable Securities in such the proposed registration statementRegistration Statement, the Company shall afford shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Securities Act of the Underwriter and such Holders of the Warrants and/or Warrant Registrable Securities the opportunity which it has been so requested to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of register ("PIGGYBACK REGISTRATION"), at the Company, 's sole cost and expense and at no cost or expense to the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rightsRequesting Holders. Notwithstanding the provisions of this SectionSection 6.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 6.3 (irrespective of whether a any written request for inclusion of any such securities shall have already been made) to elect not to file any such proposed registration statementRegistration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (a) If, at any time commencing one year from after the effective date of the registration statement and expiring four (4) years thereafterthis Agreement, the Company proposes to register any of its securities under the Securities Act Act, either for its own account or the account of 1933any other security holder or holders of the Company possessing registration rights ("Other Stockholders"), as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will shall give written notice by registered mailnotice, at least thirty (30) days prior to the filing of each such registration statement, to the Holders Holder and to all other Holders of warrants with registration rights of the Warrants and/or opportunity to register the Warrant Securities Common Stock underlying such warrants (collectively, "Registrable Securities") of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Registrable Securities notify the Company within twenty twenty-one (2021) days after the receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter Holder and such other Holders of the Warrants and/or Warrant Securities such securities the opportunity to have any such Warrant Securities securities registered under such registration statement. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holder and such other Holders as part of the written notice given pursuant to Section 7.2(a) hereof. In The right of the event Holder or any such other Holder to registration pursuant to this Section 7.2 shall be conditioned upon their participation in such underwriting and the inclusion of their Registrable Securities in the underwriting to the extent hereinafter provided. The Holder and all other Holders proposing to distribute their securities through such underwriting shall (together with the Company and any officer, directors or Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter underwriting selected by the sale Company. Notwithstanding any other provision of this Section 7.2, if the underwriter advises the Company in writing that marketing factors require a limitation or elimination of the number of shares of Common Stock or other securities registered by such registration statement shall to be underwritten, the underwriter may limit the number of shares of Common Stock or other securities includable to be included in the registration and underwriting. The Company shall so advise the Holder and all other Holders of Registrable Securities requesting registration, and the number of shares of Common Stock or other securities that are entitled to be included in the registration and underwriting shall be allocated among the Holder and other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration by shareholders at the time of filing the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. statement. (c) Notwithstanding the provisions of this SectionSection 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2(a) hereof (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger “Proposed Registration”) other than a registration statement on Form S-8 or pursuant to Form ▇-▇, ▇-▇ S-4 or any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder’s intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holders. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement.

Piggyback Registration. If(a) If the Company proposes to register any Equity Securities under the Securities Act, whether or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or for the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least five days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other than the Shareholder making the demand), which notice shall set forth such Shareholders' rights under this Section 5.2 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 2 days (one of which shall be a Business Day) after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Shareholders, 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 Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.4(f) on the same terms and conditions as apply to the Company or the other selling Shareholder, as applicable, and (ii) if, at any time commencing one year from after giving written notice of its intention to register on its own behalf any stock and prior to the effective date of the registration statement and expiring four (4) years thereafterfiled in connection with such registration, the Company proposes shall determine for any reason not to register such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.2 on behalf of the Company shall relieve the Company of its securities under obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities Act of 1933, as amended requested pursuant to this Section 5.2. (the "Act"b) If a registration pursuant to this Section 5.2 involves an Underwritten Public Offering (other than in connection the case of an Underwritten Public Offering resulting from a Demand Registration, in which case the provisions with a merger or pursuant respect to Form ▇-▇priority of inclusion in such offering set forth in Section 5.1(e) shall apply) and the managing underwriter advises the Company that, ▇-▇ or other comparable registration statement) it will give written notice by registered mailin its view, at least thirty (30) days prior the number of shares of Common Stock which the Company and the selling Shareholders intend to the filing of each include in such registration statement, to exceeds the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementMaximum Offering Size, the Company shall afford each will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Underwriter and such Holders Equity Securities proposed to be registered for the account of the Warrants and/or Warrant Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities the opportunity requested to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable be included in such registration by shareholders of any Shareholder pursuant to an effective Piggyback Registration request (allocated, if necessary for the Companyoffering not to exceed the Maximum Offering Size, the number of such securities shall be allocated pro rata among such Shareholders on the holders basis of Warrants and the holders relative number of other securities entitled to piggyback registration rights. Notwithstanding the provisions shares of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any Registrable Securities held by 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 thereofShareholder).

Piggyback Registration. (a) If, at any time commencing one year from time, through and including the effective third anniversary date of the registration statement and expiring four (4) years thereafterissuance of this Debenture, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to a Form ▇-▇S-4 Registration Statement or an employee stock compensation plan pursuant to a Form S-8 Registration Statement), ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Rights Holder of its intention to do so. If the Rights Holder or other Holders of the Warrants and/or Warrant Securities notify notifies the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities Registrable Securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities Rights Holder the opportunity to have any such Warrant of the Registrable Securities registered under such registration statement. In the event statement and included in any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. involved with respect thereto. (b) Notwithstanding the provisions of this Section, Section 10.3: (i) the Company shall have the right at any time after it shall have given written notice pursuant to this Section 10.3 (irrespective of whether a written request for inclusion of any such securities Registrable Securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof; and (ii) in the event a registration under Section 10 hereof relates to an underwritten public offering which does not include any securities being offered and sold on behalf of selling shareholders, the inclusion of any Registrable Securities may, at the election of the Company, be conditioned upon the Rights Holder agreement that the public offering of such Registrable Securities shall not commence until ninety (90) days after the effective date of such registration. (c) The rights of the Rights Holder pursuant to Section 10 hereof shall be conditioned upon such Rights Holder's participation in the underwriting with respect thereto and the inclusion of such Rights Holder's Registrable Securities in such underwriting (unless otherwise mutually agreed by the Company, the managing underwriter or, if none, a majority of the underwriters, and such Rights Holder) to the extent provided herein. (d) Notwithstanding any other provision of this Debenture, if the managing underwriter or, if none, a majority of the underwriters, determines that marketing factors require a limitation of the number of shares to be underwritten or a complete exclusion of such shares, such underwriter or underwriters may limit the number of Registrable Securities that may be included in the registration and underwriting or exclude all of the Registrable Securities, as appropriate. In the case of an underwritten registration in which the number of Registrable Securities that may be included is limited, the Company shall advise the Rights Holder of the limited number of Registrable Securities that may be included in the registration, and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Rights Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration held by such Rights Holders at the time of filing the registration statement. (e) The Company shall (together with all Rights Holders proposing to distribute their securities through an underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting. (f) If, after the third anniversary date of the issuance of this Debenture, the Registrable Securities owned by the Holder continue to be subject to a legend or other transfer restriction which treats the Holder as having affiliate status as that term is used in Rule 144 of the Act, then the Holder shall continue to have a one-time right to include any Registrable Securities in a proposed registration statement subject to the procedures described in Section 10.2 hereof. This registration right shall expire on the earlier of: (i) the conclusion of the Holder's affiliate status; or (ii) the sixth anniversary date of the issuance of this Debenture.

Piggyback Registration. If, at any time commencing one year after the date hereof and expiring seven (7) years from the effective date of the registration statement and expiring four (4) years thereafterdate, the Company proposes to register any of its equity securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ S-8 or other comparable registration statementS-4) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders ____________ and to all other Holders Holder(s) of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder _______________ or other Holders Holder(s) of the Warrants and/or Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter ____________ and such Holders Holder(s) of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In statement (sometimes referred to herein as the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights"Piggyback Registration"). Notwithstanding the provisions of this SectionSECTION 7.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section SECTION 7.1 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their reasonable opinion based upon market conditions the number of securities requested to be included in such registration exceeds the number which can be sold in such offering the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities, on the basis of the number of shares requested by such holders to be included, and (iii) third, other securities to be included in such registration.

Piggyback Registration. If(a) Until the time set forth in Section 2.3(g) hereof, at any each time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, that the Company proposes to register any Register a public offering of its securities under the Securities Act of 1933Common Stock, as amended (the "Act") (other than (i) pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms or (ii) on a Registration Statement filed in connection with a merger or pursuant to Form ▇-▇, ▇-▇ an exchange offer or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior offer of Common Stock solely to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders then-existing stockholders of the Company, the Company shall promptly give written notice of such proposed Registration to all holders of Registrable Securities, which shall offer such holders the right to request inclusion of any Registrable Securities in the proposed Registration. (b) Each holder of Shares or Warrant Shares shall have ten (10) days or such longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Company a written request specifying the number of Registrable Securities such securities shall be allocated pro rata among the holders of Warrants holder intends to sell and the holders holder's intended plan of disposition. (c) The Company shall have the exclusive right to select all underwriters for any underwritten public offering of securities of the Company, including all Registrable Securities. In the event that the proposed Registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request under Section 2.3(b) shall contain the holder's agreement that the Registrable Securities will be included in the underwriting on the same terms and conditions as the shares of Common Stock or other securities entitled securities, if any, otherwise being sold through underwriters under such Registration. (d) Upon receipt of a written request pursuant to piggyback registration rights. Notwithstanding the provisions of this SectionSection 2.3(b), the Company shall promptly use its commercially reasonable best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of an underwritten public offering determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the underwritten public offering, together with any shares proposed to be sold by the Company for its own account and any other issued and outstanding shares of Common Stock or other securities proposed to be included therein by holders other than the holders of Registrable Securities (such other holders' shares hereinafter collectively referred to as the "Other Shares"), would interfere with the successful marketing of the securities proposed to be included in the underwritten public offering, including the price at which such securities can be sold, then the number of such shares of persons other than the Company that otherwise would be included in such underwritten public offering shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, first by excluding, to the extent necessary, other shares held by persons who have not exercised contractual rights to include such Shares in the right at any time after it shall have given written notice offering pursuant to this the Prior Registration Rights Agreements (as hereinafter defined), and then, to the extent necessary, by excluding Registrable Securities participating in such underwritten public offering, pro rata, based on the number of shares of Registrable Securities each holder proposes to include; and, then, excluding to the extent necessary, other Shares proposed to be included by the holders of Other Shares who have exercised registration rights granted to them under registration rights agreements of the Company in effect on the date hereof or any other registration rights in effect on the date hereof (collectively, the "Prior Registration Rights Agreements"). (f) All Shares and Warrant Shares that are not included in an underwritten public offering pursuant to Section (irrespective of whether 2.3 shall be withheld from the market by the holders thereof for a written request for inclusion of any such securities shall have been made) to elect period, not to file exceed 12 months following a public offering, that the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The holders of such Shares and the Warrant Shares shall execute such documentation as the managing underwriter reasonably requests to evidence this lock-up. (g) The registration rights provided by this Agreement shall expire with respect to any Registrable Security upon the earliest to occur of (i) the effectiveness of a Registration Statement that includes in the Registration effected thereby, at the request of a Selling Stockholder, such proposed registration statement, or to withdraw Registrable Security; (ii) the same after the filing but prior date on which such Registrable Security is eligible for resale under Rule 144 without regard to the effective volume limitations thereof; and (iii) five years from the date thereofhereof.

Piggyback Registration. If, at any time commencing one year from after the effective date of the registration statement Registration Statement and expiring four EXPIRING seven (47) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇▇▇▇ ▇-▇ or other a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders Representative and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder Representative or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter Representative and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statementstatement (sometimes referred to herein as "Piggyback Registration"). In If a Piggyback Registration is an underwritten primary registration on behalf of the event any underwriter underwriting Company, and the sale of securities registered by such registration statement shall limit managing underwriters advise the Company in writing that in their opinion the number of securities includable requested to be included in such registration by shareholders of exceeds the Companynumber which can be sold in such offering, the number of Company will include in such registration (i) first, the securities shall the Company proposes to sell, (ii) second, the Warrant Securities requested to be allocated included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of Warrants the Company's Class A Common Stock, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders of requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities entitled requested to piggyback registration rightsbe included in such registration. Notwithstanding the provisions of this SectionSECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four (4a) years thereafter, If the Company proposes to register any of its securities Common Stock under the Securities Act (other than pursuant to a Demand Registration), it will each such time, subject to the provisions of Section 5.02(b) hereof, give prompt written notice at least 15 days prior to the anticipated filing date of the registration statement relating to such registration to all Shareholders which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the opportunity to include in such registration statement such number of shares of Common Stock as each such Shareholder may request (a "Piggyback Registration"). Upon the written request of any such Shareholder made within 10 days after the receipt of notice from the Company (which request shall specify the number of shares of Common Stock intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of 1933, as amended (all shares of Common Stock which the "Act") (other than in connection with a merger or pursuant Company has been so requested to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice register by registered mail, at least thirty (30) days prior to the filing of each such registration statementShareholders, to the Holders and extent requisite to all other Holders permit the disposition of the Warrants and/or shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Warrant Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Company or the Selling Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice stock pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made5.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02. (b) If a registration pursuant to this Section 5.02 involves an Underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of shares of Common Stock which the Company and the selling Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Common Stock proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by any Shareholder pursuant to Section 5.02 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration).

Piggyback Registration. If, at At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, if the Company proposes to register any of its Common Stock or any other of its common equity securities (collectively, "Other Securities") under the Securities Act (other than a registration on Form S-4 or S-8 or any successor form thereto), whether or not for sale for its own account, in a manner which would permit registration of Registrable Shares for sale for cash to the public under the Securities Act, it will each such time give prompt written notice to the Stockholder of its intention to do so at least 10 business days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer each such Stockholder the opportunity to include in such registration statement such number of Registrable Shares as each such Stockholder may request. Upon the written request of any such Stockholder made within five business days after the receipt of the Company's notice (which request shall specify the number of Registrable Shares intended to be disposed of and the intended method of disposition thereof), the Company shall effect, in the manner set forth in Section 5, in connection with the registration of the Other Securities, the registration under the Securities Act of 1933, as amended (all Registrable Shares which the "Act") (other than in connection with a merger or pursuant Company has been so requested to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statementregister, to the Holders and extent required to all other Holders permit the disposition (in accordance with such intended methods thereof) of the Warrants and/or the Warrant Securities Registrable Shares so requested to be registered; PROVIDED that: (a) if at any time after giving written notice of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofof 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 the Stockholder and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Shares in connection with such registration and (b) in the case of a determination to delay such registration, the Company shall be permitted to delay registration of any Registrable Shares requested to be included in such registration for the same period as the delay in registering such other securities; (i) if the registration referred to in the first sentence of this Section 3 is to be an underwritten primary registration on behalf of the Company, and the managing underwriter advises the Company in writing that, in such firm's opinion, such offering would be materially and adversely affected by the inclusion therein of the Registrable Shares requested to be included therein, the Company shall include in such registration: (1) first, all securities the Company proposes to sell for its own account ("Company Securities") and (2) second, up to the full number of Registrable Shares in excess of the number or dollar amount of Company Securities, which, in the good-faith opinion of such managing underwriter, can be so sold without materially and adversely affecting such offering (and, if less than the full number of such Registrable Shares, allocated PRO RATA among the Stockholders of such Registrable Shares on the basis of the number of securities requested to be included therein by each such Stockholder) and (ii) if the registration referred to in the first sentence of this Section 3 is to be an underwritten secondary registration on behalf of holders of securities (other than Registrable Shares) of the Company (the "Other Stockholders"), and the managing underwriter advises the Company in writing that in their good-faith opinion such offering would be materially and adversely affected by the inclusion therein of the Registrable Shares requested to be included therein, the Company shall include in such registration the amount of securities (including Registrable Shares) that such managing underwriter advises allocated as follows: (1) first, that number of Registrable Shares requested to be included therein by the other Stockholder and (2) second, PRO RATA among the Stockholders on the basis of the number of remaining securities (including Registrable Shares) requested to be included therein by each Other Stockholder and each Stockholder; and (c) no registration of Registrable Shares effected under this Section 3 shall relieve the Company of its obligation to effect a registration of Registrable Shares pursuant to Section 2 hereof.

Piggyback Registration. If, If at any time during the five-year period commencing one year from on the effective date of the registration statement Effective Date and expiring four (4) ending five years thereafterhence, the Company proposes shall determine to register for its own account or the account of others under the 1933 Act any of its securities under the Securities Act of 1933equity securities, as amended (the "Act") (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a merger any acquisition of any entity or pursuant to Form ▇-▇business, ▇-▇ or equity securities issuable in connection with stock option or other comparable employee benefit plans, the Company shall send to each Holder of Warrants or Shares, who is entitled to registration statementrights under this Section 14(a) it will give written notice by registered mailof such determination and, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company if within twenty (20) days after receipt of any such notice of its or their desire to include any notice, such securities Holder shall so request in such proposed registration statementwriting (hereafter a “Selling Holder”), the Company shall afford each include in such Registration Statement all or any part of the Underwriter and such Holders Shares issuable upon exercise of the Warrants and/or Warrant Securities (the opportunity “Registrable Securities”) such Selling Holder requests to have any such Warrant Securities registered be registered. The obligations of the Company under such registration statementthis Section 14(a) may be waived by Holders holding a majority in interest of the Registrable Securities. In the event any that the managing underwriter underwriting for said offering advises the sale Company in writing that the inclusion of securities registered such Registrable Securities in the offering would be materially detrimental to the offering, then the Company shall be required to include in the offering only that number of Registrable Securities which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among all Selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling holder or in such other proportions as shall mutually be agreed to by such registration statement selling holders); PROVIDED HOWEVER, that in no event shall limit any Holder of Registrable Securities have the number of shares of such securities includable reduced in such offer unless and until any holders of non-Registrable Securities intending to participate in such offering (which selling holders’ registration rights, if any, were granted by shareholders of the Company, Company from and after the date hereof) first shall have had the number of their shares of such securities reduced up to the amount of securities the managing underwriter has determined in its sole discretion shall be allocated pro rata among excluded from the holders of Warrants offering; and the holders of other securities entitled to piggyback PROVIDED FURTHER, that in no event shall any Shares being sold by a Holder properly exercising a demand registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this granted in Section (irrespective of whether a written request for inclusion of any 14(b) be excluded from such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofoffering.

Piggyback Registration. (a) If, at any time commencing one year from time, through and including the effective third anniversary of the date of the registration statement and expiring four (4) years thereafterthis Warrant, the Company proposes to register any of its securities under the Securities 1933 Act of 1933, as amended (the "Act") (other than in connection with a merger merger, acquisition, reorganization or similar transaction pursuant to a Form ▇-▇S-4 Registration Statement or an employee stock compensation plan pursuant to a Form S-8 Registration Statement), ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Holder of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify notifies the Company within twenty (20) 20 days after receipt of any such notice of its or their desire to include any such securities Registrable Securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities Holder the opportunity to have any such Warrant of the Registrable Securities registered under such registration statement. In the event statement and included in any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. involved with respect thereto. (b) Notwithstanding the provisions of this Section, Section 3.3 hereof: (i) the Company shall have the right at any time after it shall have given written notice pursuant to this Section 3 (irrespective of whether a written request for inclusion of any such securities Registrable Securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof; and (ii) in the event a registration under Section 3.3 hereof relates to an underwritten public offering which does not include any securities being offered and sold on behalf of selling shareholders, the inclusion of any Registrable Securities may, at the election of the Company, be conditioned upon the Holder agreeing that the public offering of such Registrable Securities shall not commence until 90 days after the effective date of such registration. (c) The rights of the Holder pursuant to Section 3.3 hereof shall be conditioned upon such Holder's participation in the underwriting with respect thereto and the inclusion of such Holder's Registrable Securities in such underwriting (unless otherwise mutually agreed by the Company, the managing underwriter or, if none, a majority of the underwriters, and such Holder) to the extent provided herein. (d) Notwithstanding any other provision of this Warrant, if the managing underwriter or, if none, a majority of the underwriters, determines that marketing factors require a limitation of the number of shares to be underwritten or a complete exclusion of such shares, such underwriter or underwriters may limit the number of Registrable Securities that may be included in the registration and underwriting or exclude all of the Registrable Securities, as appropriate. In the case of an underwritten registration in which the number of Registrable Securities that may be included is limited, the Company shall advise the Holder of the limited number of Registrable Securities that may be included in the registration, and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration held by such Holders at the time of filing the registration statement. (e) The Company shall (together with all Holders proposing to distribute their securities through an underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Piggyback Registration. IfIf at time after the date hereof, at any time commencing one year from the effective date of the Corporation proposes to file a registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (with respect to a primary offering by the "Act") Corporation for its own account (other than in connection with a merger "rights offering" to shareholders of the Corporation) on a form suitable for a secondary offering and/or a secondary offering on behalf of a shareholder of the Corporation, then the Corporation will notify each Warrantholder (including for the purpose of this section 8 any subsequent holder or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statementholders of the Warrants and/or Warrant Shares) it will give written notice by registered mail, at least thirty (30) days prior to the proposed filing of each such registration statementstatement (the "Corporate Notice"), to specifying in the Holders and to all other Holders Corporate Notice the form of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the number of shares of Common Stock or other securities which the Company shall afford each proposes to register, the name of the Underwriter managing underwriter or underwriters (if any), (which may be ▇▇▇▇▇▇▇▇▇▇▇ pursuant to an existing agreement with the Corporation) and such Holders the general terms and conditions of the Warrants and/or proposed registration. Within fifteen (15) days of the Corporate Notice, any Warrantholder may deliver a notice in writing to the Corporation (the "Holder Notice") requesting that the Corporation include in such registration statement some or all of the Warrant Securities Shares. The Corporation shall include the opportunity Warrant Shares in the registration statement, and, if any proposed sale is to have any be underwritten, to see that the underwriters purchase such Warrant Securities registered under such registration statementShares. In the event that any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section subsection shall be, in whole or in part, an underwritten offering of securities of the Corporation, any request by a Warrantholder pursuant to this subsection to register the Warrant Shares must specify that such shares are to be included in the underwriting on the same terms and conditions as the securities, if any, otherwise being sold through underwriters under such registration; PROVIDED, HOWEVER, that if the managing underwriter or underwriters of such offering request in writing, at least fifteen (irrespective 15) days prior to the date that the registration statement becomes effective, that part or all of whether a written request for the Warrant Shares be excluded from the registration statement on the ground that the inclusion of such Warrant Shares with the securities which the other shareholders and the Corporation propose to include in such offering will materially adversely affect the success of the offering or offering price of the Common Stock being sold, certain of the securities, including such Warrant Shares, will be excluded from the registration statement as set forth below in this subsection. If the underwriters agree to purchase any or all of the Warrant Shares, the Warrantholders will enter into an underwriting agreement with the underwriters and will sell such securities shall have been made) Warrant Shares to elect not the underwriters unless and except to file any such proposed registration statementthe extent that, upon written notice to the Corporation and the managing underwriter or to withdraw the same after the filing but underwriters at least two days prior to the effective date thereofof the registration statement, any such Warrantholder withdraws any portion of such Warrant Shares. If the underwriters elect to reduce the amount of securities to be offered and thereby purchase less than all of the Warrant Shares, such reduction of Warrant Shares to be purchased by the underwriter shall be made pro rata among the aggregate of Warrant Shares that were included in the timely requests from Warrantholders under this subsection 8.1 and the shares of other holders of the Corporation's securities with piggyback registration rights who exercised their rights to participate in the subject registration statement. To the extent Warrant Shares held by the Warrantholders are so reduced, such shares will be excluded from the registration statement. Warrantholders shall have no right to participate in the selection of the underwriters for the offering pursuant to this subsection. The rights granted in this subsection 8.1 shall expire five (5) years after the date hereof.

Piggyback Registration. (1) If, at any time within the period commencing one year from on the effective date first anniversary and expiring on the sixth anniversary of the registration statement and expiring four (4) years thereafterEffective Date, the Company proposes to register any of its securities should file a registration statement with the Commission under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or other business combination transaction or pursuant to Form ▇-▇S-8), ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty twenty (3020) calendar days prior to the filing of each such registration statement, statement to the Holders Underwriter and to all other Holders of the Warrants Underwriters' Warrant and/or the Warrant Underwriters' Securities of its intention to do so. If the Holder an Underwriter or other Holders of the Warrants Underwriters' Warrant and/or Warrant the Underwriters' Securities notify the Company within twenty fifteen (2015) calendar days after receipt of any such notice of its or their desire to include any such securities Underwriters' Securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants Underwriters' Warrant and/or Warrant Underwriters' Securities the opportunity to have any such Warrant Underwriters' Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionSection 7(c)(1) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7(c)(1) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. (2) If the managing underwriter of an offering to which the above piggyback rights apply, in good faith and for valid business reasons, objects to such rights, such objection shall preclude such inclusion.

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereaftertime, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ S-4 or other comparable registration statementForm S-8) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If any of the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any that the managing underwriter underwriting for said offering advises the sale of securities registered by such registration statement shall limit Company in writing that in the underwriter's opinion the number of securities includable requested to be included in such registration by shareholders of exceeds the Companynumber which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the number Company will include in such registration (a) first, the securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrants and/or Warrant Securities requested to be included in such registration which in the opinion of such securities shall underwriter can be allocated sold, pro rata among the holders 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 the holders of (d) fourth, other securities entitled requested to piggyback registration rightsbe included in such registration. Notwithstanding the provisions of this SectionSection 9.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 9.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (a) If, at any time commencing one year from after the effective date of the registration statement and expiring four (4) years thereafterthis Agreement, the Company proposes to register any of its securities under the Securities Act Act, either for its own account or the account of 1933any other security holder or holders of the Company possessing registration rights ("Other Stockholders"), as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will shall give written notice by registered mailnotice, at least thirty (30) days prior to the filing of each such registration statement, to the Holders Holder and to all other Holders of warrants with registration rights of the Warrants and/or opportunity to register the Warrant Securities Common Stock underlying such warrants (collectively, "Registrable Securities") of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Registrable Securities notify the Company within twenty twenty-one (2021) days after the receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter Holder and such other Holders of the Warrants and/or Warrant Securities such securities the opportunity to have any such Warrant Securities securities registered under such registration statement. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holder and such other Holders as part of the written notice given pursuant to Section 7.2(a) hereof. In The right of the event Holder or any underwriter underwriting the sale of securities registered by such other Holder to registration statement pursuant to this Section 7.2 shall limit the number of securities includable be conditioned upon their participation in such registration underwriting and the inclusion of their Registrable Securities in the underwriting to the extent hereinafter provided. The Holder and all other Holders proposing to distribute their securities through such underwriting shall (together with the Company and any officer, directors or Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected by shareholders of the Company. Notwithstanding any other provision of this Section 7.2, if the number of such securities shall be allocated pro rata among underwriter advises the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Company in writing that marketing factors (c) Notwithstanding the provisions of this SectionSection 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2(a) hereof (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇S-8, ▇-▇ or ▇▇ other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four (4a) years thereafter, Whenever the Company proposes to register an offering of any of its securities under the Securities Act (excluding (x) a Shelf Registration Statement (which shall be subject to the provisions of 1933, as amended Section 1) and (y) the "Act") (other than in connection with a merger or registration of securities to be offered pursuant to an employee benefit plan on Form ▇-▇S-8, ▇-▇ pursuant to a registration made on Form S-4, or other comparable any successor forms thereto then in effect) and the registration statement) form to be used may be used for the registration of Registrable Securities and Other Registrable Securities, it will will, at each such time, give prompt written notice by registered mail, thereof at least thirty (30) days 10 Business Days prior to the anticipated filing date of each the Registration Statement relating to such registration statement, Piggyback Registration to the Holders Investors and to all other the holders of Other Registrable Securities, which notice shall set forth such Investors’ rights under this Section 3(a) and the rights of the Holders of Other Registration Rights under the Warrants and/or 2015 Registration Rights Agreement and the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any 2016 Registration Rights Agreement and shall offer such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter Investors and such Holders of the Warrants and/or Warrant Securities Other Registration Rights the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by include in such registration statement shall limit the number of securities includable Registrable Securities and Other Registrable Securities as such Investors and Holders of Other Registration Rights, respectively, may request (a “Piggyback Registration”). (b) Upon the written request of any Investor and Holder of Other Registrable Securities (which request shall specify the number of Registrable Securities and Other Registrable Securities (as the case may be) intended to be registered or disposed of by such Investor or Holder of Other Registrable Securities (as the case may be)) received within 5 Business Days after the delivery of the Company’s notice of registration, the Company shall, subject to the limitations set forth in this Agreement including Section 3(d), use its commercially reasonable efforts to include in such registration under the Securities Act all Registrable Securities and Other Registrable Securities which the Investors and Holders of Other Registrable Securities, respectively, have so requested to be registered or sold. (c) If the Piggyback Registration is an Underwritten Offering (i) relating to a Demand Registration, the lead Underwriter and any additional Underwriters in connection with such offering shall be selected in accordance with Section 2(b), (ii) relating to a demand registration requested pursuant to the 2015 Registration Rights Agreement, the lead Underwriter and any additional Underwriters in connection with such offering shall be selected by shareholders holders of a majority of the registrable securities pursuant to the 2015 Registration Rights Agreement, and (iii) relating to an offering for the account of the Company, the number of such securities lead Underwriter and any additional Underwriters in connection with the offering shall be allocated selected by the Company. (d) If a Piggyback Registration involves an Underwritten Offering and any of the lead Underwriters advises the Company that, in its view, the total number or dollar amount of securities requested to be included in the registration exceeds the Maximum Offering Size, the Company will include the securities in the registration, in the following order of priority, up to the Maximum Offering Size: (i) first, so much of the securities the Company proposes to sell as would not cause the offering to exceed the Maximum Offering Size, (ii) second, (x) all Registrable Securities requested to be included in such registration by any Investor pursuant to this Section 3 and (y) all Other Registrable Securities requested to be included in such registration by any Holder of Other Registrable Securities, in the case of (x) and (y) in aggregate, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Investors and Holders of Other Registrable Securities on the holders basis of Warrants the relative number of Registrable Securities and Other Registrable Securities so requested to be included in such registration by each such Investor and each such Holder of Other Registrable Securities, and (iii) third, any securities proposed to be registered for the holders account of any other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, Persons with such priorities among them as the Company shall have determine. All persons whose securities are included in the right Piggyback Registration must sell their securities on the same terms and conditions as apply to the securities being sold by the Company. (e) If, at any time after it shall have given written giving notice of its intention to register any securities of the Company for the Company’s own account pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made3(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all the Investors and Holders of Other Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities and Other Registrable Securities in connection with such registration. No registration effected under this Section 3 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2 or a Shelf Registration Statement to the extent required by Section 1. (f) The Company shall pay all Registration Expenses of the Company and of each Investor in connection with each Piggyback Registration (other than underwriter discounts and commissions payable in connection with the sale of such Investor’s securities thereunder).

Piggyback Registration. If, If at any time during the five-year period commencing one year from on the effective date of the registration statement Effective Date and expiring four (4) ending five years thereafterhence, the Company proposes shall determine to register for its own account or the account of others under the 1933 Act any of its securities under the Securities Act of 1933equity securities, as amended (the "Act") (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with a merger any acquisition of any entity or pursuant to Form ▇-▇business, ▇-▇ or equity securities issuable in connection with stock option or other comparable employee benefit plans, the Company shall send to each Holder of Warrants or Shares, who is entitled to registration statementrights under this Section 14(a) it will give written notice by registered mailof such determination and, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company if within twenty (20) days after receipt of any such notice of its or their desire to include any notice, such securities Holder shall so request in such proposed registration statementwriting (hereafter a "Selling Holder"), the Company shall afford each include in such Registration Statement all or any part of the Underwriter and such Holders Shares issuable upon exercise of the Warrants and/or Warrant Securities (the opportunity "Registrable Securities") such Selling Holder requests to have any such Warrant Securities registered be registered. The obligations of the Company under such registration statementthis Section 14(a) may be waived by Holders holding a majority in interest of the Registrable Securities. In the event any that the managing underwriter underwriting for said offering advises the sale Company in writing that the inclusion of securities registered such Registrable Securities in the offering would be materially detrimental to the offering, then the Company shall be required to include in the offering only that number of Registrable Securities which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among all Selling Holders according to the total amount of Registrable Securities entitled to be included therein owned by each selling holder or in such other proportions as shall mutually be agreed to by such registration statement selling holders); PROVIDED HOWEVER, that in no event shall limit any Holder of Registrable Securities have the number of shares of such securities includable reduced in such offer unless and until any holders of non-Registrable Securities intending to participate in such offering (which selling holders' registration rights, if any, were granted by shareholders of the Company, Company from and after the date hereof) first shall have had the number of their shares of such securities reduced up to the amount of securities the managing underwriter has determined in its sole discretion shall be allocated pro rata among excluded from the holders of Warrants offering; and the holders of other securities entitled to piggyback PROVIDED FURTHER, that in no event shall any Shares being sold by a Holder properly exercising a demand registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this granted in Section (irrespective of whether a written request for inclusion of any 14(b) be excluded from such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofoffering.

Piggyback Registration. If, at any time commencing one year from the effective date of the (a) If OSI proposes to file a registration statement and expiring four (4) years thereafterunder the Securities Act, including a Demand Registration, with respect to an offering of OSI Common Stock for cash by OSI for its own account or for the Company proposes to register account of any of its equity holders (other than a registration statement on Form S-4 or S-8 or any substitute form that may be adopted by the SEC or any registration statement filed in connection with an exchange offer or offering of securities under the Securities Act solely to OSI's existing security holders or any registration statement filed in connection with an exchange offer or offering of 1933, as amended securities to holders of Exchangeable Shares) (the "ActPTI Registration Statement") (other than in connection with a merger or pursuant to Form ▇-▇), ▇-▇ or other comparable registration statement) it will then OSI shall give written notice by registered mail, at least thirty (30) days prior of such proposed filing to the Holders of the Registrable Securities as soon as practicable (but in no event less than 20 days before the anticipated initial filing date of each such registration statement), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (a "Piggyback Registration"). On or before the Holders and to all other Holders of 10th day following the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire by the Holders, any Holder wishing to include any such securities or all of its Registrable Securities in such proposed registration statement, statement shall give written notice to OSI stating the Company shall afford each name of such Holder and the Underwriter and amount of such Holders of the Warrants and/or Warrant Holder's Registrable Securities the opportunity to have any such Warrant Securities registered under be included in such registration statement. In Subject to Section 3(b), OSI shall include in each such Piggyback Registration all Registrable Securities requested to be included in the event any underwriter underwriting the sale of securities registered by registration for such registration statement shall limit the number of securities includable in such registration by shareholders of the Companyoffering; provided, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Sectionhowever, the Company shall have the right that OSI may at any time after it shall have given written notice pursuant to this Section (irrespective withdraw or cease proceeding with such registration without the consent of whether a written any Holder of Registrable Securities, notwithstanding the request for inclusion of any such securities Holder to participate therein in accordance with this provision, if OSI determines in its sole discretion that such action is in the best interests of OSI and its stockholders (for this purpose, the interests of the Holders shall have been made) to elect not to file any such proposed registration statement, or be considered). Each Holder of Registrable Securities shall be permitted to withdraw the same after the filing but all or part of such Holder's Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (b) OSI shall use all commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 3(a) ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, OSI shall not be required to include any Holder's Piggyback Securities in such offering unless such Holder accepts the terms of the underwriting agreement between OSI and the managing Underwriter or Underwriters and otherwise complies with the provisions of Section 8. If such offering is a Demand Registration pursuant to Section 2(a), then the provisions of Section 2(d) shall apply. In all other offerings that are underwritten, if the managing Underwriter or Underwriters of such proposed underwritten offering advise OSI in writing that in its or their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to cause a Material Adverse Effect, then in such event the securities to be included in such offering shall be allocated first to OSI, and then, to the extent that any additional securities can, in the opinion of such managing Underwriter or Underwriters, be sold without any such Material Adverse Effect, pro rata among the holders of Piggyback Securities on the basis of the number of outstanding shares of OSI Common Stock requested to be included in such registration by each such Holder. (c) Until such time as the PTI Registration Statement has been declared effective by the SEC, the holders of PTI Exchangeable Shares shall be deemed to be Holders hereunder for purposes of participation in Piggyback Registrations. The holders of PTI Exchangeable Shares shall have the same rights, duties and obligations of Holders with respect to Piggyback Registrations and shall be subject to the same limitations and restrictions thereon. The rights provided in this Section 3(c) shall terminate as to any particular holder of PTI Exchangeable Shares at such time as such holder ceases to be a holder of PTI Exchangeable Shares.

Piggyback Registration. If(a) If the Company proposes to file a registration statement in respect to any of its Common Stock (a "Primary Registration") on a form that may be used for the registration of Registrable Shares, at the Company shall promptly give written notice of such proposed filing to the Holders of Registrable Shares and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Shares as each such Holder may request within 10 days after receipt of such notice (a "Piggyback Registration"). The Company shall use all commercially reasonable efforts to include or to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Shares requested to be included in a Piggyback Registration to be included on the same terms and conditions as any time commencing one year from similar securities of the Company included therein. (b) Any Holder requesting inclusion of Registrable Shares pursuant to this Section 3 may, prior to the effective date of the registration statement and expiring four (4) years thereafterRegistration Statement relating to such registration, revoke such request by delivering written notice of such revocation to the Company proposes to register any of its securities under and the Securities Act of 1933managing underwriter, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mailif any, at least thirty two (302) days business day prior to the filing effective date of each the registration; provided, however, that if the Company, in consultation with its financial and legal advisors, determines that such revocation would materially delay the registration or otherwise require a recirculation of the prospectus contained in the registration statement, then such Holder shall have no such right to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of revoke its intention to do sorequest. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt withdrawal of any such notice Registrable Shares would allow, within the marketing limitations set forth above, the inclusion in the underwriting of its or their desire a greater number of shares of Registrable Shares, then, to include any such securities in such proposed registration statementthe extent practicable and without delaying the underwriting, the Company shall afford each of offer to the Underwriter and such Holders of the Warrants and/or Warrant Securities the an opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale include additional shares of securities registered by such registration statement Registrable Shares, which additional Registrable Shares shall limit the number of securities includable be included in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants Registrable Shares requesting such registration and the holders Holders of such other securities entitled Registrable Shares on the basis of the number of Registrable Shares requested for inclusion in such registration by each such Holder. Any Registrable Shares excluded or withdrawn from such underwriting shall also be withdrawn from registration and shall not be transferred in a public distribution prior to piggyback registration rights. Notwithstanding ninety (90) days after the provisions effective date of this Sectionthe Registration Statement relating thereto, or such shorter period of time as the managing Underwriter may require. (c) The Company shall have the right at to delay, terminate or withdraw any time after registration initiated by it shall have given written notice under this Section 3 prior to the effectiveness of such registration whether or not any Holder has elected to include Shares in such registration. (d) If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company may reduce the number of shares included in such registration pursuant to this Section 3. If the number of shares included in such registration is so reduced, the Company shall include shares in such registration in the following order: (irrespective i) first, the securities the Company proposes to sell, (ii) second, the Registrable Shares held by the Holders requested to be included in the registration, pro rata among such holders on the basis of whether a written request for inclusion the number of shares held by each such Holder, (iii) third, the Registrable Shares held by persons other than the Holders requested to be included in the registration, pro rata among such persons on the basis of the number of shares owned by each such person, and (iv) fourth, other securities requested to be included in the registration; provided, however, that, except in the case of the Company's initial registered public offering, the Holders of Registrable Shares may register at least 20% of the securities to be included in any such registration pursuant to this Section 3. (e) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's securities and the managing underwriters advise the Company in writing that, in their opinion, the number of securities requested to be included in the registration exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting the registration, the Company may reduce the number of shares included in such registration pursuant to this Section 3. If the number of shares included in such registration is so reduced, the Company shall have been madeinclude shares in such registration in the following order: (i) first, the securities included therein held by the holders (other than holders of Registrable Shares) exercising registration rights in connection with such secondary offering, (ii) second, the Registrable Shares held by the Holders of Registrable Shares requested to be included in the registration, pro rata among such Holders on the basis of the number of shares held by each such Holder, (iii) third, the Registrable Securities held by persons other than the Holders requested to be included in the registration, pro rata among such persons on the basis of the number of shares owned by each such person, and (iv) fourth, other securities requested to be included in the registration; provided, however, that in any event the holders of Registrable Securities may register at least 20% of the securities to be included in any such registration pursuant to this Section 3. (f) If any Piggyback Registration is an underwritten offering, the Board of Directors of the Company may select the investment banker(s) and manager(s) to elect not to file any such proposed registration statement, or to withdraw administer the same after the filing but prior to the effective date thereofoffering.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "Proposed Registration") other than a registration statement on Form --------------------- S-8 or pursuant to Form ▇-▇, ▇-▇ S-4 or any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its commercially reasonable efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone -------- ------- or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "Proposed Registration") other than a registration statement on Form S-8 or pursuant to Form ▇-▇, ▇-▇ any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone, withdraw or delay any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement. In no event shall the Company include any securities other than the Registrable Securities on the Registration Statement or on any registration statement filed by the Company on behalf of the Holders pursuant to the terms hereof.

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four (4i) years thereafter, Whenever the Company proposes to register any of its securities under file a Registration Statement, the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will Company shall promptly give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Stockholder of its intention to do so. If so and, upon the Holder or other Holders written request of any Stockholder given within ten business days after the Company provides such notice (which request shall state the intended method of disposition of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementRegistrable Shares), the Company shall afford use its best efforts to cause all Registrable Shares which the Company has been requested by each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Stockholder to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionStockholder; PROVIDED, HOWEVER, the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section 2(b) without obligation to any Stockholder. (irrespective ii) In connection with any offering under this Section 2(b) involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Stockholder accepts the terms of whether a written request for inclusion the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the sole discretion of any such securities shall have been made) to elect not to file any such proposed the underwriters, jeopardize the success of the offering by the Company. If in the sole discretion of the representative of the underwriter or underwriters the registration statementof all, or part of, the Registrable Shares which the Stockholder has requested to withdraw be included would adversely affect such public offering, then the same after Company shall be required to include in the filing but prior underwriting only that number of Registrable Shares, if any, which the representative believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the effective date thereofunderwriting in accordance with the foregoing is less than the total number of shares which the Stockholder has requested to be included, then, except as described below, the Stockholder shall participate in the underwriting pro rata based on the number of shares requested by such Stockholder to be included in such registration (or in any other proportion as agreed upon by all holders of the Common Stock entitled to registration), and if a Stockholder would thus be entitled to include more shares than the Stockholder requested to be registered, the excess shall be allocated among other requesting holders pro rata based upon their total ownership of Registrable Shares.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "Proposed Registration") other than a registration statement on Form S-8 or pursuant to Form ▇-▇, ▇-▇ S-4 or any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holders. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of securities or an exchange offer for securities of the issuer or another entity, or a registration statement on Form S-3 covering the resale of securities issued in connection with a merger or pursuant to Form ▇-▇corporate acquisition) (a "Proposed Registration") and (ii) --------------------- a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, ▇-▇ or other comparable registration statement) it will the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do soProposed Registration. If the Each Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within shall have twenty (20) days after from its receipt of any such notice to deliver to the Company a written request specifying the amount of its or their desire Registrable Securities that such Holder intends to include any sell and such securities in Holder's intended method of distribution. Upon receipt of such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company or for shareholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any such exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of any such securities shall have been made) in such Registration Statement or are not entitled to elect not to file any such proposed registration statementpro rata inclusion with the Registrable Securities; and provided, or to withdraw the same further, that, after the filing but prior giving effect to the effective date thereofimmediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement.

Piggyback Registration. If, at any time during the five (5) year period commencing one year from on the date this Warrant is issued, the Warrant Shares are not included in an effective date of the registration statement and expiring four (4) years thereafterstatement, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇S-8, ▇-▇ S-4 or other a comparable registration statement) it ), the Company will give written notice by registered mail, at least thirty twenty (3020) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Holder of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify notifies the Company within twenty ten (2010) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities Holder the opportunity to have any such the Warrant Securities Shares registered under such registration statement. In ; PROVIDED, HOWEVER, that notwithstanding anything to the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Sectioncontrary provided herein or elsewhere, the Company shall have shall, as noted above in subsection (a) include all of the right shares of Common Stock issuable upon execution of the Warrant as part of the Registration Statement it is obligated to file pursuant to the private placement and no notice need be provided by the Company or the Holder; PROVIDED, FURTHER, that (i) if, at any time after it shall have given giving written notice pursuant of its intention to this Section (irrespective of whether a written request for inclusion of register any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date of the registration statement filed in connection with such registration, the Company determines for any reason not to proceed with such registration, the Company will be relieved of its obligation to register any securities in connection with such registration, and (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of the Warrant Shares for the same period as the delay in registering such other securities. COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION. In connection with any registration under SECTION 17(B) hereof, the Company covenants and agrees as follows: (i) The Company shall furnish each Holder desiring to sell the Warrant Shares such number of prospectuses as shall reasonably be requested. (ii) The Company shall pay all costs (excluding fees and expenses of the Holder(s)' counsel and any other representatives retained by the Holder(s) and any underwriting or selling commissions), fees and expenses in connection with all registration statements filed pursuant to SECTION 17(B) hereof including, without limitation, the Company's legal and accounting fees, printing expenses, blue sky fees and expenses. (iii) The Company will take all necessary action which may be required in qualifying or registering the Warrant Shares included in a registration statement for offering and sale under the securities or blue sky laws of such states as reasonably are requested by the Holder(s) provided that the Company shall not be required to generally qualify to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any jurisdiction where it is not then so subject or file any general consent to do business under the laws of any such jurisdiction. (iv) The Company shall indemnify the Holder(s) and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), from and against any and all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement. (v) The Holder(s) of the Warrants to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act, from and against any and all loss, claim, damage, expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished in writing by or on behalf of such Holders, or their successors or assigns, for specific inclusion in such registration statement. (vi) Nothing contained in this Agreement shall be construed as requiring the Holder to exercise this Warrant prior to the initial filing of any registration statement or the effectiveness thereof. (vii) Subject to the execution of confidentiality agreements reasonably satisfactory to the Company, the Company shall deliver promptly to each Holder participating in the offering and requesting the correspondence and memoranda described below and the managing underwriter, if any, copies of all correspondence between the Commission and the Company and its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably necessary to comply with applicable securities laws or rules of the NASD. Such investigation shall include access to books, records, and properties and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request. (viii) So long as any Holder beneficially owns this Warrant and/or Warrant Shares, the Company shall continue to file or furnish pursuant to the Exchange Act or the Securities Act, and the Company shall maintain its status as an issuer required to file such reports under the Exchange Act.

Piggyback Registration. (a) If, at any time commencing one year from during the effective date term of the registration statement and expiring four (4) years thereafterthis Agreement, the Company proposes to register prepare and file any registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its securities under the Securities Act of 1933, as amended (the "Act") stockholders (other than in connection with pursuant to a Form S-4 relating to a merger or acquisition or pursuant to a Form ▇-▇S-8 or successor form) (for purposes of this Agreement, ▇-▇ or other comparable registration statement) collectively, a "Registration Statement"), it will give written notice by registered mail, of its intention to do so at least thirty (30) days prior to the filing of each such registration statementRegistration Statement, to the Holders and to all other Holders of Registrable Securities. Upon the Warrants and/or the Warrant Securities written request of its intention to do so. If the such a Holder or other Holders of the Warrants and/or Warrant Securities notify the Company (a "Requesting Holder"), made within twenty (20) business days after receipt of any such notice from the Company of its or their desire intention to file a Registration Statement, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register; PROVIDED, HOWEVER, that the Company shall in any event be entitled to withdraw such Registration Statement prior to its effectiveness if such Registration Statement is withdrawn as to all securities in such proposed registration statementto be registered thereunder. (b) If the Registration Statement is for a registered public offering involving an underwriting, the Company shall afford each so advise the Holders as a part of the Underwriter Notice given pursuant to subsection 2(a). In such event, the right of any Requesting Holder to registration pursuant to this Section 2 shall be conditioned upon such Requesting Holder's participation in such underwriting and the inclusion of such Requesting Holder's Registrable Securities in the underwriting to the extent provided herein. All Requesting Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 2, if the managing underwriter(s) determines that marketing factors require a limitation of the Warrants and/or Warrant Securities number of shares to be underwritten, the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall managing underwriter(s) may limit the number of Registrable Securities to be included in the proposed Registration Statement and underwriting, or may exclude Registrable Securities entirely from such Registration Statement. The Company shall so advise all Requesting Holders and the other holders distributing their securities includable through such underwriting pursuant to piggyback registration rights similar to this Section 2, and the number of shares of Registrable Securities and other securities that may be included in the proposed Registration Statement and underwriting shall be allocated among all Requesting Holders and other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities sought to be registered held by such Requesting Holders and other securities held by other holders which such holders seek to register in connection with the proposed Registration Statement. If any Requesting Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Requesting Holders may be included in such registration (up to the limit imposed by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Sectionunderwriters), the Company shall have offer to all Requesting Holders and the other holders the right at any time after it to include additional Registrable Securities in the Registration Statement on a PRO RATA basis. Any Registrable Securities excluded or withdrawn from such underwriting shall have given written notice be withdrawn from such Registration Statement. (c) Notwithstanding anything to the contrary in this Agreement, in no event shall a Holder be permitted to exercise registration rights with respect to a Registration Statement filed by the Company with the Commission pursuant to this Section a demand registration under the terms of that certain Underwriter's Warrant Agreement dated as of _______________, 1997 between the Company and Duke & Co., Inc., a Florida corporation (irrespective "Duke"), without the prior written consent of whether a written request for inclusion of any the person or persons making such securities shall have been madedemand registration request. (d) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior Notwithstanding anything to the effective contrary in this Agreement, none of the Minority Stockholders shall be permitted to exercise the piggyback registration rights set forth in Section 2.1(a) of this Agreement for a period of three (3) years commencing on the date thereoffirst written above.

Piggyback Registration. If, at any time commencing one year from time(s) after the effective date of the registration statement and expiring four (4) years thereafterhereof, the Company proposes Seller shall determine to register for its own account or the account of any of its securities other(s) under the Securities Act any of 1933its equity securities, as amended it shall send to Buyer (the "Act"or its successor in interest) (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mailof such determination and, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company if within twenty (20) days after receipt of any such notice of notice, Buyer (or its successor in interest or their desire to transferee) shall so request in writing, Seller shall include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders all of the CompanyConversion Shares or Warrant Shares (including shares covered by the Notes and/or Warrants to the extent Seller receives appropriate assurances that such Notes or Warrants will be converted or exercised upon the effectiveness of such registration) held by Buyer (or its successor in interest or transferee), and requested to be registered. Notwithstanding the foregoing, in the event that any registration shall be, in whole or in part, an underwritten offering, the number of registrable securities to be included in such securities shall an underwriting may be allocated pro rata reduced (PRO RATA among the holders of Warrants Buyer and its successors or assigns and the holders of the other registrable securities entitled contemplated being included in such registrations based on the number of registrable securities requested to piggyback be registered by each of them) if and to the extent that the managing underwriter shall be of the good faith opinion (expressed in writing) that such inclusion would reduce the number of registrable securities to be offered by Seller or otherwise adversely affect such offering. Nothing herein shall be construed so as to require Seller, in connection with any proposed offering, to engage the services of an underwriter, as, for example, if Seller shall file a registration rights. Notwithstanding statement under Rule 415 of the provisions of this Section, Securities Act without the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion services or engagement of any such underwriter. This "piggy-back" registration right shall not apply to an offering of equity securities shall have been madeon Form S-4 or S-8 (or their then-equivalent forms) relating to elect not securities to file be issued solely in connection with an acquisition of any such proposed registration statement, entity or to withdraw the same after the filing but prior to the effective date thereofbusiness or securities issuable in connection with a stock option or other employee benefit plan.

Piggyback Registration. If, 2.1 If at any time commencing one year within five years from the effective date of the registration statement and expiring four (4) years thereafter, the Company this Agreement ATI proposes to register any offering of shares of its securities capital stock under the Securities Act Act, and if such registration is to be on a form of 1933the Commission that may include, as or is at any time amended (or changed to such a form that may include, the "Act") (other than in connection with a merger or pursuant to Form ▇-▇Shares, ▇-▇ or other comparable registration statement) it ATI will give provide written notice by registered mail, to Shareholder of ATI's intention to register the offering at least thirty (30) days prior to the filing of each such said registration statement. 2.2 Unless objected to by any underwriter(s) participating in the sale and distribution of ATI's securities covered by the registration statement referred to in Section 2.1 hereof, ATI's notice shall give Shareholder the opportunity to elect to include in the Holders and to all other Holders registration some of the Warrants and/or the Warrant Securities of its intention to do soShares as provided herein. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty Shareholder shall have thirty (2030) days after receipt of any such ATI's notice to notify ATI in writing of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable Shares (the "Elected Shares") which Shareholder elects to include in the offering. If the number of Elected Shares that Shareholder requests to include in such registration by shareholders of the Company, exceeds the number of such securities shares permitted by any underwriter then Shareholder, and each other selling shareholder who also has piggyback registration rights and has elected to include shares of ATI Stock in the registration, shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to include that number of shares of ATI Stock that bears the same ratio to the number of shares permitted by the underwriter as the number of Elected Shares which Shareholder requests to include bears to the aggregate number of shares that Shareholder and any other selling shareholders request to include. The piggyback registration rights. Notwithstanding rights provided by this Section 2.2 with respect to the provisions Shares shall not apply to offerings that are registered on Form ▇-▇, ▇▇▇▇ ▇-▇, Form SB-2, or successor forms thereto, for registering stock issued under business combinations or employee plans. 2.3 The inclusion of this Section, the Company shall have the right at any time after it shall have given written notice Shares in registered offerings pursuant to this Section (irrespective 2 shall be upon the condition that Shareholder agrees that it will not sell any of whether its Elected Shares for a written request for inclusion period of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same 180 days after the filing but prior to the effective date thereofof the registration. 2.4 ATI shall give Shareholder the right to participate in each registration pursuant to this Section 2 without limitation as to number of registrations. 2.5 In the case of any public offering of securities of ATI pursuant to which Shareholder exercises registration rights under this Section 2, ATI shall designate any underwriters in connection therewith.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period: (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger “Proposed Registration”) other than a registration statement on Form S-8 or pursuant to Form ▇-▇, ▇-▇ any successor or other comparable registration statementforms promulgated for similar purposes; and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Investor, the Company shall, at such time, promptly give Investor written notice by registered mail, at least thirty of such Proposed Registration. Investor shall have five (305) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each such registration statement, Registrable Securities that Investor intends to the Holders sell and to all other Holders Investor’s intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number request of securities includable in such registration by shareholders of the CompanyInvestor; provided, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Sectionhowever, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective Paragraph 3 without obligation to the Investor. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which Investor has requested inclusion hereunder as such underwriter(s) shall permit. The Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the Investors of which are not entitled to inclusion of any such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall have been made) be made pro rata with Investors of other securities having the right to elect not to file any include such proposed securities in the registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. IfAt any time following a Public Offering, if the Company at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of 1933other security holders or both (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Registrable Securities for sale to the public), as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) each such time it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Investor of its intention so to do sodo. If Upon the Holder or other Holders written request of the Warrants and/or Warrant Securities notify an Investor received by the Company within twenty (20) 10 days after receipt the giving of any such notice by the Company, to register such number of its shares of Registrable Securities held by Investor (or their desire by persons taking from Investor pursuant to include any such securities a Permitted Disposition) specified in such proposed registration statementwritten request, the Company will cause the Registrable Securities as to which registration shall afford each have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by Investor (in accordance with its written request) of the Underwriter and such Holders of the Warrants and/or Warrant Registrable Securities the opportunity to have any such Warrant Securities registered under such registration statementso registered. In the event that any underwriter underwriting the sale registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten public offering of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the CompanyCommon Stock, the number of shares of Registrable Securities to be included in such securities an underwriting may be reduced if and to the extent that the managing underwriter shall be allocated pro rata among of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. In the event such a reduction is necessary, the reduction shall be borne first by holders of Warrants Registrable Securities who are not Investor, and if a further reduction is necessary in the holders judgment of other securities entitled the managing underwriter, then, Investor proposing to piggyback sell Registrable Securities in the offering shall bear the reduction on a pro-rata basis, based on the number of shares of Registrable Securities that Investor proposed to offer for sale in the Offering, or if Investor holds a majority of the shares of Registrable Securities that Investor may elect to withdraw from such registration rightsall shares of Registrable Securities held by Investor as to which registration was requested. Notwithstanding the provisions of this Sectionforegoing provisions, the Company shall have may for any reason and without the right at consent of Investor withdraw any time after it shall have given written notice pursuant registration statement referred to in this Section (irrespective of whether a written request for inclusion of 4.2 without thereby incurring any such securities shall have been made) liability to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofInvestor.

Piggyback Registration. If, If at any time commencing one year from after the effective Closing Date, the Company or any of its directors or officers or any of such directors' or officers' respective Affiliates (as defined in Rule 405 of the Securities Act) proposes to register any shares of the Company Common Stock (the "Other Securities") under the Securities Act for sale by the Company and/or by other selling stockholders in an underwritten public offering, the Company will give prompt written notice to each Holder of its intention to do so at least twenty (20) Business Days after the filing date of the registration statement relating to such registration (the "Piggyback Notice"). The Piggyback Notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable Securities as each such Holder may request. Upon the written request of any such Holder, made within ten (10) Business Days after the receipt of the Piggyback Notice (which request shall specify the number of Registrable Securities intended to be disposed of) (the "Piggyback Response"), then the Company shall effect, in connection with the registration of the Other Securities, a registration statement under the Securities Act registering all Registrable Securities which the Company has been so requested to register (the "Piggyback Registration Statement"); provided, however, (a) if at any time after giving written notice of its intention to register Other Securities and expiring four prior to the effective date of such registration, the Company shall determine for any reason not to register or to delay registration of such Other Securities, the Company may, at its election, give written notice of such determination to the Holders who requested inclusion in such registration and, thereupon, (4i) years thereafterin 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 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 to be included in such registration for the same period as the delay in registering such Other Securities; (b) if the lead underwriter in the registration advises the Company in writing (with a copy to the Holders who requested registration) that, in such firm's opinion, such offering would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to be included therein, the Company shall include in such registration: (1) first, all securities (if any) that the Company proposes to register any of sell for its securities under the Securities Act of 1933, as amended own account (the "Actthe Company Securities") and (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement2) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementsecond, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale amount of securities registered by (including Registrable Securities) that such registration statement shall limit the number of securities includable in such registration by shareholders of the Companylead underwriter advises, the number of such securities shall be allocated pro rata among the holders of Warrants securities (other than Registrable Securities) of the Company (the "Other Holders") and the holders Holders on the basis of other the number of securities entitled (including Registrable Securities) requested to piggyback registration rights. Notwithstanding the provisions of this Section, be included therein by each Other Holder and each Holder; (c) the Company shall have the right at not be required to effect any time after it shall have given written notice pursuant to registration of Registrable Securities under this Section (irrespective of whether a written request for inclusion 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, reincorporation, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans; and (d) no sales shall be made under the Shelf Registration Statement from and after the time the Company provides the Piggyback Notice until the earlier to occur of (i) the abandonment of such securities shall have been made) to elect not to file any such proposed registration statementregistration, or to withdraw the same (ii) ninety (90) days after the filing but prior to date such Registration Statement is declared effective by the effective date thereofSEC.

Piggyback Registration. If, If at any time commencing one year from after the effective initial public offering of the Company's Common Stock, SIK proposes to include in a registration statement being filed under the Securities Act on any form (other than on Form S-8 or any successor form) any shares of Common Stock he owns, the Company or SIK shall give written notice to each Family Holder at least 10 days before the initial filing of that registration statement, which notice (a "Notice of Registration") shall set forth the intended method of disposition of the securities proposed to be registered by SIK. Each Notice of Registration shall offer to include in the registration statement up to a number of shares of Common Stock owned by each Family Holder equal to the product of (a) the number of shares owned by such Family Holder and/or such Family Holder's Permitted Transferees as of the date of the agreement and (b) a fraction, the numerator of which is the number of shares SIK proposes to include in the registration statement and expiring four the denominator of which is the total number of shares SIK owns as of the date of the agreement. If any Family Holder or Permitted Transferee desires to have shares of Common Stock (4up to the maximum number permitted by the preceding sentence) years thereafterso included, such Family Holder or Permitted Transferee shall so notify SIK and the Company in writing, within 10 days after the date of delivery of the Notice of Registration, specifying the number of shares for which registration is requested. The Company shall thereupon include in the registration statement the number of shares of Common Stock for which registration is so requested, subject to the next sentence. If the managing underwriter of a proposed public offering that is the subject of any such registration statement advises the Company or SIK in writing that, in its opinion, the distribution of the shares requested to be included in the registration by all Family Holders, their Permitted Transferees and all other selling stockholders (including SIK) would adversely affect a distribution by the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice covered by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable shares requested to be registered by Family Holders and Permitted Transferees shall be reduced in such registration by shareholders of the Company, same proportion as the number of such securities shall be allocated pro rata among the holders shares of Warrants and the holders of all other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section selling stockholders (irrespective of whether a written request for inclusion of any such securities shall have been madeincluding SIK) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofis reduced.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger or pursuant to Form ▇-▇"Proposed Registration") and (ii) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, ▇-▇ or other comparable registration statement) it will the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a Registration Statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in a Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of any such securities shall have been made) in the Registration Statement or are not entitled to elect not to file any such proposed registration statementpro rata inclusion with the Registrable Securities; and provided, or to withdraw the same further, that, after the filing but prior giving effect to the effective date thereofimmediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement.

Piggyback Registration. If, at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇S-8, ▇-▇ S-4 or other comparable registration statement) it will give written ▇▇▇▇ ▇▇itten notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include the resale of any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have the resale of any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan or pursuant to employee stock award or a registration on Form ▇-▇S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, ▇-▇ a business combination involving an exchange of securities or other comparable an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement) it will statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least of such Proposed Registration. Each Holder shall have thirty (30) days prior from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of any such securities shall have been made) in such Registration Statement or are not entitled to elect not to file any such proposed registration statementpro rata inclusion with the Registrable Securities; and provided, or to withdraw the same further, however, that, after the filing but prior giving effect to the effective date thereofimmediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement.

Piggyback Registration. If, If the Company at any time commencing one year from the effective date of the proposes to file a registration statement and expiring four (4) years thereafterwith respect to any class of equity securities, the Company proposes to register any of whether for its securities under the Securities Act of 1933, as amended (the "Act") own account (other than the Current Registration Statements or in connection with any registration statement contemplated by Section 3 or a merger registration statement on Form S-4 or pursuant S-8 (or any successor or substantially similar form), or a registration statement filed in connection with an exchange offer or offering or securities solely to Form ▇-▇the Company's existing securityholders), ▇-▇ or other comparable registration statement) it will for the account of a holder of securities of the Company (a "Requesting Securityholder"), then the Company shall in each case give written notice by registered mail, of such proposed filing to the Securityholder at least thirty (30) days prior to 15 Business Days before the anticipated filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt date of any such notice of its or their desire to include any such securities in such proposed registration statementstatement by the Company, the Company shall afford each of the Underwriter and such Holders of notice shall offer to the Warrants and/or Warrant Securities Securityholder the opportunity to have any such Warrant or all of the Registrable Securities registered under held by the Securityholder included in such registration statement. In If the event Securityholder desires to have its Registrable Securities registered under this Section 4, the Securityholder shall so advise the Company in writing within 15 days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any underwriter underwriting such proposed public offering advises the sale Company in writing that the total amount or kind of securities registered which the Securityholder, the Company and any other persons or entities intended to be included in such proposed public offering is sufficiently large to materially adversely affect the success of such proposed public offering, then (A) the amount or kind of securities to be offered for the accounts of the Company and holders of securities of the Company (except for the Securityholder), to the extent that the Company did not initiate such registration for its own account or such holders of securities are not Requesting Securityholders, shall first be reduced pro rata, and (B) if the amount of securities to be offered for such accounts is reduced to zero, to the extent further reduction is necessary, the amount or kind of securities to be offered for the account of the Securityholder shall next be reduced to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by such registration statement shall limit managing underwriter or underwriters before the number of securities includable in such registration offered by shareholders of the Company, to the extent the Company has initiated the registration for its own account, or any Requesting Securityholder, are so reduced. If the securities proposed to be included by the Securityholder are reduced, then number of such securities registration requests permitted to the Securityholder pursuant to Section 3(a) shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rightsincreased by one for each such reduction. Notwithstanding the provisions of this Sectionforegoing, the Company shall have the right may withdraw any registration statement that is subject to this Section 4 at any time after it shall have given written notice pursuant to this Section (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 thereoftime it became effective.

Piggyback Registration. If2.2.1 Subject to the terms hereof, if at any time commencing one year or from the effective date of the registration statement and expiring four (4) years thereafter, time to time the Company proposes to register any of its equity securities under (except for registration statements on Forms S-8 or S-4 or otherwise relating to employee benefit plans or exchange offers), either for its own account or the account of a security holder and the holders of the Registrable Securities, the Company will promptly give to the holders of the Registrable Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) thereof no less the 20 days prior to the filing of each any registration statement; and include in such registration statement, to the Holders (and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder any related qualification under blue sky laws or other Holders of compliance), and in the Warrants and/or Warrant underwriting involved therein, if any, such Registrable Securities notify as such holder may request in a writing delivered to the Company within twenty (20) 10 days after such holder's receipt of Company's written notice. 2.2.2 The holders of the Registrable Securities may participate in any number of registrations until all of the Shares held by such notice holders have been distributed pursuant to a registration. 2.2.3 If any registration statement is an Underwritten Public Offering, the right of its or their desire the holders of the Registrable Securities to include any registration pursuant to this Registration Rights Agreement shall be conditioned upon such securities holder's participation in such proposed registration statement, reasonable underwriting arrangements as the Company shall afford each make regarding the offering, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. The holders of the Underwriter Registrable Securities and all other shareholders proposing to distribute their securities through such Holders underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Registration Rights Agreement, if the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any managing underwriter underwriting the sale of securities registered by such registration statement shall limit concludes in its reasonable judgment that the number of securities includable in shares to be registered for selling shareholders (including the holders of Registrable Securities) would materially adversely effect such registration by shareholders of the Companyoffering, the number of Shares to be registered, together with the number of shares of Common Stock or other securities held by other shareholders proposed to be registered in such securities offering, shall be allocated reduced on a pro rata among basis based on the number of Shares proposed to be sold by the holders of Warrants and Registrable Securities as compared to the number of shares proposed to be sold by all stockholders. If the holders of Registrable Securities disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than ten days before the effective date. The Registrable Securities excluded by the managing underwriter or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 120 days after the effective date of the registration statement relating thereto, or such other securities entitled to piggyback registration rights. Notwithstanding shorter period of time as the provisions of this Section, the underwriters may require. 2.2.4 The Company shall have the right at to terminate or withdraw any time after registration initiated by it shall have given written notice pursuant to under this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofeffectiveness of such registration whether or not the holders of Registrable Securities have elected to include securities in such registration.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger “Proposed Registration”) other than a registration statement on Form S-8 or pursuant to Form ▇-▇, ▇-▇ any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have five (305) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder’s intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement. In no event shall the Company include any securities other than the Registrable Securities on the Registration Statement or on any registration statement filed by the Company on behalf of the Holders pursuant to the terms hereof.

Piggyback Registration. If(a) If the Company proposes to file a registration statement under the 1933 Act with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security, including any security convertible into or exchangeable for any equity security, then the Company shall in each case give written notice of such proposed filing to the Holder at any time commencing one year from least shiny days before the effective date anticipated filing date, and such notice shall offer the Holder the opportunity to register such number of Registrable Securities as the Holder may request (a "Piggyback Registration"). The Company shall use reasonable diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holder to include the Registrable Securities requested by the Holder to be included in the registration statement and expiring four in such offering on the same terms and conditions as any similar securities of the Company included therein, to the extent permitted by applicable law. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers a written opinion to the Holder that the total amount of securities which the Holder requests to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of Registrable Securities to be offered for the accounts of all Persons whose shares of Registrable Securities were requested to be included in such offering shall be reduced pro rata with respect to each such Person to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter, such a reduction not to include shares of (4i) years thereafterif the registration initially occurs at the insistence of the Company, the Company proposes or (ii) if such registration occurs due to register a demand under a right similar to that in Section 2.2 hereof, shares of the Person making that demand. (b) Notwithstanding anything to the contrary contained in Section 2.1(a), the Company shall not be required to include Registrable Securities in any registration statement pursuant to this Section 2.1 if the proposed registration is (i) a registration of its a stock option or other employee incentive compensation plan or of securities-issued or issuable pursuant to any such plan, (ii) a registration of securities under the Securities Act issued or issuable pursuant to a stockholder reinvestment plan or other similar plan, (iii) a registration of 1933securities issued in exchange for any securities or any assets of, as amended (the "Act") (other than or in connection with a merger or consolidation with, an unaffiliated company, or (iv) a registration of securities pursuant to Form ▇-▇, ▇-▇ a "rights" or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior similar plan designed to protect the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder Company's stockholders from a coercive or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire attempt to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders take control of the Company. (c) The Company may withdraw any registration statement and abandon any proposed offering initiated by the Company without the consent of the Holder notwithstanding the request of the Holder to participate therein in accordance with this provision, if the Company determines that such action is in the best interests of the Company and its stockholders (for this purpose, the number interests of such securities the Holder shall not be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (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 thereofconsidered).

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended such shares for cash (the a "ActProposed -------- Registration") other than a registration statement on Form S-8 or Form S-4 or ------------ any successor or other forms promulgated for similar purposes and (ii) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice of such Proposed Registration. Each Holder shall have ten (10) Business Days from its receipt of such notice to deliver to the Company a written request specifying the amount of Registrable Securities that such Holder intends to sell and such Holder's intended method of distribution. Upon receipt of such request, the Company shall use its best efforts to cause all Registrable Securities which the Company has been requested to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder; provided, however, that the Company shall have the right to postpone or withdraw -------- ------- any registration effected pursuant to this Section 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in a registration statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement. In no event shall the Company include any securities other than the Registrable Securities on the Registration Statement or on any registration statement filed by the Company on behalf of the Holders pursuant to the terms hereof (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing exercise of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to currently outstanding piggyback registration rights. Notwithstanding rights as disclosed in the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (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 thereofSecurities Purchase Agreement).

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan or employee stock award or a registration on Form S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, a business combination involving an exchange of securities or an exchange offer for securities of the issuer or another entity, or a registration statement on Form S-3 covering the resale of securities issued in connection with a merger or pursuant to Form ▇-▇corporate acquisition) (a "Proposed Registration") and (ii) --------------------- a registration statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, ▇-▇ or other comparable registration statement) it will the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do soProposed Registration. If the Each Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within shall have twenty (20) days after from its receipt of any such notice to deliver to the Company a written request specifying the amount of its or their desire Registrable Securities that such Holder intends to include any sell and such securities in Holder's intended method of distribution. Upon receipt of such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or -------- ------- withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company or for shareholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any such exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of any such securities shall have been made) in such Registration Statement or are not entitled to elect not to file any such proposed registration statementpro rata inclusion with the Registrable Securities; and provided, or to withdraw the same further, that, after the filing but prior giving effect to the effective date thereofimmediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement.

Piggyback Registration. If(a) Subject to Section 1.2, if Issuer proposes to register any Issuer Common Stock under the Securities Act at any time following the expiration of the Restricted Period (other than (x) a registration on Form S-8 or Form S-4 or any similar or successor form under the Securities Act, relating to Issuer Common Stock or any other class of Issuer Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan or in connection with a direct or indirect acquisition by Issuer of another Person or (y) in connection with a rights offering), Issuer will give notice to Investor at least twenty (20) Business Days prior to the anticipated filing date of the registration statement relating to such registration and offer Issuer the opportunity to include in such registration statement the number of Registrable Securities as Investor may request (a “Piggyback Registration”), subject to Section 2.2(b). Upon Investor’s request made within ten (10) days after the receipt of such notice from Issuer specifying the number of Registrable Securities intended to be registered by Investor, Issuer will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Investor has so requested to include in such registration statement, to the extent required to permit the disposition of the Registrable Securities to be registered in accordance with the plan of distribution intended by Issuer for such registration statement, except that (i) if such registration involves a Public Offering, and if Investor has requested to be included in the applicable registration statement, Investor must sell its Registrable Securities to the underwriters selected by Issuer on the same terms and conditions as apply to the Persons on whose behalf the registration statement was initially undertaken and (ii) if, at any time commencing one year from after giving notice of its intention to register any shares of Issuer Common Stock pursuant to this Section 2.2(a) and prior to the effective date of the registration statement filed in connection with such registration, Issuer determines for any reason not to register such securities, Issuer will give Investor notice thereof and expiring four (4) years thereafter, the Company proposes will be relieved of its obligation to register any of its securities under the Registrable Securities Act of 1933, as amended (the "Act") (other than in connection with such registration. (b) If a merger or pursuant to Form ▇-▇Piggyback Registration involves a Public Offering and the lead managing underwriter advises Issuer that, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of in its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Companyview, the number of shares of Issuer Common Stock that Issuer and such registering stockholders intend to include in such registration exceeds the Maximum Offering Size, Issuer will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so many of the number of shares of Issuer Common Stock proposed to be registered for the account of Issuer as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, any securities shall proposed to be allocated registered for the account of any other Persons, including the Investor, pro rata among based on the holders number of Warrants shares of Issuer Common Stock Beneficially Owned by Investor and the holders of each such other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (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 thereofPerson.

Piggyback Registration. If, If at any time commencing one year from during the effective date term of the registration statement and expiring four this Agreement, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "Proposed Registration") other than a registration statement on Form S-8 or pursuant to Form ▇-▇, ▇-▇ any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone, withdraw or delay any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement.

Piggyback Registration. If, (a) If at any time commencing one year from or times after the effective date of the registration statement and expiring four (4) years thereafter, hereof while any Registrable Securities are outstanding the Company proposes to register any of its securities under the Securities Act any shares of 1933, as amended (the "Act") Common Stock (other than (i) a registration on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration on Form S-4 or any successor form or in connection with an exchange offer, (iii) a registration in connection with a merger securities or rights offering exclusively to the Company's securityholders, (iv) a registration in connection with an offering solely to employees of the Company or its affiliates, (v) a registration relating to a transaction pursuant to Form ▇-▇Rule 145 or any other similar rule of the Commission under the Securities Act or (vi) a shelf registration), ▇-▇ or other comparable registration statement) it then the Company will give written notice by registered mail, of such proposed registration to the Holders at least thirty ten (3010) business days before the filing of any Registration Statement with respect thereto. If within five (5) business days after such notice is given, the Company receives a written request from any Holder for the inclusion in such Registration Statement of some or all of the Registrable Securities held by such Holder (which request will specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company will (subject to the provisions of paragraphs (b) and (c) of this Section 2) include such Registrable Securities in such Registration Statement. The Company may withdraw a Registration Statement filed under this Section 2 at any time prior to the filing time it becomes effective, provided that the Company will give prompt notice of each such registration statement, withdrawal to the Holders and which requested to all other Holders be included in such Registration Statement. Each Holder shall have the right to request inclusion of such Holder's Registrable Securities in up to three Registration Statements pursuant to this Section 2(a). The rights of the Warrants and/or Holders under this Section 2(a) will terminate on the Warrant date on which the third Registration Statement to which such rights apply is declared effective by the Commission. (b) In connection with any registration under this Section 2 involving an underwriting (an "Underwritten Offering"), the Company will not be required to include a Holder's Registrable Securities in such Underwritten Offering unless such Holder accepts the terms of its intention to do sothe underwriting as agreed upon between the Company and the underwriters selected by the Company. If the Holder or other Holders managing underwriter(s) of the Warrants and/or Warrant Securities notify an Underwritten Offering advises the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit that the number of securities includable to be sold in such registration Underwritten Offering, including by shareholders Persons other than the Company (including the Holders) (collectively, the "Selling Stockholders"), is greater than the number which can be offered without adversely affecting such Underwritten Offering, including, without limitation, the price range or probability of success of such Underwritten Offering, then the CompanyCompany will include in such Underwritten Offering in the following priority: (i) first, all shares the Company proposes to sell and (ii) second, that number of shares of Common Stock proposed to be sold by the Selling Stockholders (including Registrable Securities proposed to be sold by the Holders) which, in the opinion of such managing underwriter(s), can be sold without adversely affecting such Underwritten Offering, including, without limitation, the price range or probability of success of such Underwritten Offering, which shares shall be allocated among the Selling Stockholders (including the Holders requesting registration) on a pro rata basis according to the relationship that the number of shares requested to be included by each Selling Stockholder (including the Registrable Securities requested to be included by each Holder) in such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (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 Underwritten Offering bears to the effective date thereoftotal number of shares requested to be registered by all Selling Stockholders (including the total number of Registrable Securities requested to be registered by all Holders). (c) Each Holder hereby agrees that such Holder may not participate in any Underwritten Offering unless such Holder (a) agrees to sell such Holder's Registrable Securities on the basis provided in the underwriting arrangements applicable to such Underwritten Offering and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of the underwriting arrangements for such Underwritten Offering.

Piggyback Registration. If, at any time commencing one year from after the effective date hereof until the expiration of the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Company proposes to register any of its securities under the Act on a registration statement that may be used for the registration of the Warrant Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or merger, pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement, in connection with a registration requested pursuant to Section 6.3 hereof or in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) it will give written notice by registered mail, at least thirty (30) business days prior to the filing of each such registration statement, to the Holders Agent and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder Agent or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities Warrant Securities in such proposed registration statement, the Company shall afford each of the Underwriter Agent and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionSection 6.2, (A) the Company shall have the right at any time after it shall have given written notice pursuant to this Section 6.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof and (B) 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 Warrant Securities and any other persons or entities entitled to be included in such Public Offering would adversely affect the success of such public offering, then the amount of securities to be offered for the accounts of holders of Warrant Securities shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such public offering to the amount reasonably recommended by the underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such limited portion (which may be none) of the Warrant Securities with respect to which such holder has provided notice pursuant to this Section 6.2. In no event shall the Company be required pursuant to this Section 6.2 to reduce the amount of securities to be registered by it.

Piggyback Registration. If, at any time commencing one year after the date hereof and expiring seven (7) years from the effective date of the registration statement and expiring four (4) years thereafterhereof, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statementS-8) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders Holder and to all other Holders Holder(s) of the Warrants and/or the Warrant Securities Securities, if not previously sold pursuant to this Section 7, of its intention to do so. If the Holder Underwriters or other Holders Holder(s) of the Warrants and/or Warrant Securities notify the Company within twenty twenty-five (2025) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter Underwriters and such Holders Holder(s) of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In statement (sometimes referred to herein as the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights"Piggyback Registration"). Notwithstanding the provisions of this SectionSection 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (a) If, at any time commencing one year from time, through and including the effective third anniversary of the date of the registration statement and expiring four (4) years thereafterthis Warrant, the Company proposes to register any of its securities under the Securities 1933 Act of 1933, as amended (the "Act") (other than in connection with a merger merger, acquisition, reorganization or similar transaction pursuant to a Form ▇-▇S-4 Registration Statement or an employee stock compensation plan pursuant to a Form S-8 Registration Statement), ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Holder of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify notifies the Company within twenty (20) 20 days after receipt of any such notice of its or their desire to include any such securities Registrable Securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities Holder the opportunity to have any such Warrant of the Registrable Securities registered under such registration statement. In the event statement and included in any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. involved with respect thereto. (b) Notwithstanding the provisions of this Section, Section 3.3 hereof: (i) the Company shall have the right at any time after it shall have given written notice pursuant to this Section 3 (irrespective of whether a written request for inclusion of any such securities Registrable Securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof; and (ii) in the event a registration under Section 3.3 hereof relates to an underwritten public offering which does not include any securities being offered and sold on behalf of selling shareholders, the inclusion of any Registrable Securities may, at the election of the Company, be conditioned upon the Holder agreeing that the public offering of such Registrable Securities shall not commence until 90 days after the effective date of such registration. (c) The rights of the Holder pursuant to Section 3.3 hereof shall be conditioned upon such ▇▇▇▇▇▇'s participation in the underwriting with respect thereto and the inclusion of such ▇▇▇▇▇▇'s Registrable Securities in such underwriting (unless otherwise mutually agreed by the Company, the managing underwriter or, if none, a majority of the underwriters, and such Holder) to the extent provided herein. (d) Notwithstanding any other provision of this Warrant, if the managing underwriter or, if none, a majority of the underwriters, determines that marketing factors require a limitation of the number of shares to be underwritten or a complete exclusion of such shares, such underwriter or underwriters may limit the number of Registrable Securities that may be included in the registration and underwriting or exclude all of the Registrable Securities, as appropriate. In the case of an underwritten registration in which the number of Registrable Securities that may be included is limited, the Company shall advise the Holder of the limited number of Registrable Securities that may be included in the registration, and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities entitled to inclusion in such registration held by such Holders at the time of filing the registration statement. (e) The Company shall (together with all Holders proposing to distribute their securities through an underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting.

Piggyback Registration. If, (a) If at any time commencing one year or from time to time prior to the effective date fifth anniversary of an IPO the Company proposes to file a registration statement under the 1933 Act with respect to an offering by the Company for its own account or for the account of any other Person of any class of equity security of the Company, including any security convertible into or exchangeable for any such equity security, then the Company shall in each case give written notice of such proposed filing to the Holder at least thirty days before the anticipated filing date, and such notice shall offer the Holder the opportunity to register such number of Registrable Securities as the Holder may request (a "Piggyback Registration"). The Company shall use reasonable diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holder to include the Registrable Securities requested by the Holder to be included in the registration statement and expiring four in such offering on the same terms and conditions as any similar securities of the Company included therein (4except to the extent provided otherwise in the Pecks Registration Rights Agreement), to the extent permitted by applicable law. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering informs the Company and the Holders requesting such registration by letter of its belief that the number of securities requested to be included in such registration (the "Requested Securities") years thereafterexceeds the number which can be sold in (or during the time of) such offering or that the inclusion would adversely affect the marketing or the selling price of the securities to be sold, then the amount or kind of Requested Securities to be offered for the accounts of all Persons whose shares of Requested Securities were requested to be included in such offering shall be reduced pro rata with respect to each such Person to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter, such a reduction not to include shares of (i) if the registration initially occurs at the insistence of the Company, the Company, (ii) if such registration occurs due to a demand registration right, shares of the Person making that demand, or (iii) the Purchaser under the Pecks Registration Rights Agreement, to the extent provided otherwise in such Pecks Registration Rights Agreement. (b) Notwithstanding anything to the contrary contained in Section 2.1(a), the Company proposes shall not be required to register include Registrable Securities in any registration statement pursuant to this Section 2.1 if the proposed registration is (i) a registration of its a stock option or other employee incentive compensation plan or of securities under the Securities Act issued or issuable pursuant to any such plan, (ii) a registration of 1933securities issued or issuable pursuant to a stockholder reinvestment plan or other similar plan, as amended (the "Act"iii) (other than a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company, or (iv) a registration of securities pursuant to Form ▇-▇, ▇-▇ a "rights" or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior similar plan designed to protect the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder Company's stockholders from a coercive or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire attempt to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders take control of the Company. (c) The Company may withdraw any registration statement and abandon any proposed offering initiated by the Company without the consent of the Holder notwithstanding the request of the Holder to participate therein in accordance with this provision, if the Company determines that such action is in the best interests of the Company and its stockholders (for this purpose, the number interests of such securities the Holder shall not be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether considered except generally as 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 thereofstockholder).

Piggyback Registration. If2.2.1 Subject to the terms hereof, if at any time commencing one year or from the effective date of the registration statement and expiring four (4) years thereafter, time to time the Company proposes to register any of its equity securities under (except for registration statements on Forms S-8 or S-4 or otherwise relating to employee benefit plans or exchange offers), either for its own account or the account of a security holder; and the holders of the Registrable Securities, the Company will promptly give to the holders of the Registrable Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) thereof no less than 20 days prior to the filing of each any registration statement; and include in such registration statement, to the Holders (and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder any related qualification under blue sky laws or other Holders compliance), and in the underwriting involved therein, if any, such Registrable Securities as the holders of the Warrants and/or Warrant Registrable Securities notify may request in a writing delivered to the Company within twenty (20) 10 days after such holder's receipt of Company's written notice. 2.2.2 The holders of the Registrable Securities may participate in any number of registrations until all of the Shares held by such notice holder have been distributed pursuant to a registration. 2.2.3 If any registration statement registers an offering that is an Underwritten Public Offering, the right of its or their desire the holders of Registrable Securities to include any registration pursuant to this Section 2.2 shall be conditioned upon such securities holders' participation in such proposed registration statement, reasonable underwriting arrangements as the Company shall afford each make regarding the offering, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. The holders of the Underwriter Registrable Securities and all other shareholders proposing to distribute their securities through such Holders underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any managing underwriter underwriting the sale of securities registered by such registration statement shall limit concludes in its reasonable judgment that the number of securities includable in such registration by shares to be registered for selling shareholders (including the holders of the CompanyRegistrable Securities) would materially adversely effect such offering, the number of Shares to be registered, together with the number of shares of Common Stock or other securities held by other shareholders proposed to be registered in such securities offering, shall be allocated reduced on a pro rata among basis based on the number of Shares proposed to be sold by the holders of Warrants and Registrable Securities as compared to the number of shares proposed to be sold by all stockholders. If the holders of Registrable Securities disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than ten days before the effective date. The Registrable Securities excluded by the managing underwriter or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 120 days after the effective date of the registration statement relating thereto, or such other securities entitled to piggyback registration rights. Notwithstanding shorter period of time as the provisions of this Section, the underwriters may require. 2.2.4 The Company shall have the right at to terminate or withdraw any time after registration initiated by it shall have given written notice pursuant to under this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofeffectiveness of such registration whether or not the holders of Registrable Securities have elected to include securities in such registration.

Piggyback Registration. If, at any 3.1 Each time commencing one year from the effective date Company shall determine to proceed with the actual preparation and filing of the a registration statement under the Securities Act in connection with the proposed offer and expiring four (4) years thereafter, the Company proposes to register sale for money of any of its securities under the Securities Act by it or any of 1933, as amended (the "Act") its security holders (other than in connection with a merger or pursuant to registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or other comparable registration statement) it limited purpose form), the Company will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and its determination to all other Holders record holders of Registrable Securities. Upon the written request of a record holder of any Registrable Securities given within 15 days after the date of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice from the Company, the Company will, except as herein provided, use its best efforts to cause all Registrable Securities the registration of its or their desire which is requested to include any such securities be included in such proposed registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; PROVIDED, HOWEVER, that nothing herein shall prevent the Company shall afford each from, at any time, abandoning or delaying in its sole and absolute discretion any registration. 3.2 If any registration pursuant to Section 3.1 is underwritten in whole or in part, the Company may require that the Registrable Securities included in the registration be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the Underwriter and such Holders managing underwriter of the Warrants and/or Warrant Public Offering, marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Registrable Securities the opportunity to have any such Warrant Securities registered under from such registration statementand underwriting. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit Any reduction in the number of securities includable of the Company included in such registration and underwriting shall be borne (i) first by shareholders of the Company, Founding Managers and the Other Shareholders pro rata based on the number of shares, if any, for which registration was requested by the Founding Managers and the Other Shareholders, (ii) second by the Holders of Registrable Securities pro rata based on the number of shares, if any, for which registration was requested by such Holders, and (iii) then equally by the other holders of securities of the Company requested to be included in such registration and underwriting, as a group, pro rata based on the number of shares for which registration was requested by such holders. The Registrable Securities which are thus excluded from the underwritten Public Offering shall be allocated pro rata among withheld from the market by the holders of Warrants and thereof for a period which the holders of other securities entitled managing underwriter reasonably determines is necessary in order to piggyback registration rights. Notwithstanding effect the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofPublic Offering.

Piggyback Registration. If(a) In the event that ADESA, at any time commencing one year from during the Pre-Distribution Period and after the IPO Date (and expiration of any lockup period to which the Holders may be subject in connection with the IPO), proposes to register any of its Common Stock, any other of its equity securities or securities convertible into or exchangeable for its equity securities (collectively, including Common Stock, "Other Securities") under the Securities Act, either in connection with a primary offering for cash for the account of ADESA, a secondary offering or a combined primary and secondary offering, ADESA will each time it intends to effect such a registration, give written notice (a "Company Notice") to all Holders of Registrable Securities at least ten (10) business days prior to the initial filing of a registration statement with the Commission pertaining thereto, informing such Holders of its intent to file such registration statement and of the Holders' right to request the registration of the Registrable Securities held by the Holders. Upon the written request of the Holders made within seven (7) business days after any such Company Notice is given (which request shall specify the Registrable Securities intended to be disposed of by such Holder and, unless the applicable registration is intended to effect a primary offering of Common Stock for cash for the account of ADESA, the intended distribution thereof), ADESA will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which ADESA 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 ADESA, in accordance with ADESA's intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the registration statement filed by ADESA 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 ADESA, if required by the rules, regulations or instructions applicable to the registration form used by ADESA for such registration statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; PROVIDED, HOWEVER, that if, at any time after giving written notice of its intention to register any Other Securities and prior to the effective date of the registration statement and expiring four filed in connection with such registration, ADESA shall determine for any reason not to register or to delay such registration of the Other Securities, ADESA shall give written notice of such determination to each Holder of Registrable Securities and, thereupon, (4i) years thereafterin the case of a determination not to register, the Company proposes ADESA 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 ADESA's obligations with respect to any subsequent registration) and (ii) in the case of its securities under a determination to delay such registration, ADESA shall be permitted to delay registration of any Registrable Securities requested to be included in such registration statement for the Securities Act of 1933same period as the delay in registering such Other Securities. (b) If, as amended (the "Act") (other than in connection with a merger or Registration Statement pursuant to Form ▇-▇this Section 5.2, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders Underwriters' Representative of the Warrants and/or offering registered thereon shall inform ADESA in writing that in its opinion there is a Maximum Number of shares of Common Stock that may be included therein and if such Registration Statement relates to an offering initiated by ADESA of Common Stock being offered for the Warrant Securities account of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to ADESA, ADESA shall include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Companyregistration: (i) first, the number of shares ADESA proposes to offer ("Company Securities"), (ii) second, up to the full number of Registrable Securities held by Holders of Registrable Securities that are requested to be included in such securities registration (Registrable Securities that are so held being sometimes referred to herein as "ALLETE Securities") to the extent necessary to reduce the respective total number of shares of Common Stock requested to be included in such offering to the Maximum Number of shares of Common Stock recommended by such Underwriters' Representative (and in the event that such Underwriters' Representative advises that less than all of such ALLETE Securities may be included in such offering, the Holders of Registrable Securities may withdraw their request for registration of their Registrable Securities under this Section 5.2 and not less than 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities request that such registration be effected as a registration under Section 5.1 to the extent permitted thereunder) and (iii) third, up to the full number of the Other Securities (other than Company Securities), if any, in excess of the number of Company Securities and ALLETE Securities to be sold in such offering to the extent necessary to reduce the respective total number of shares of Common Stock requested to be included in such offering to the Maximum Number of shares of Common Stock recommended by such Underwriters' Representative (and, if such number is less than the full number of such Other Securities, such number shall be allocated pro rata among the holders of Warrants such Other Securities (other than Company Securities) on the basis of the number of securities requested to be included therein by each such holder). (c) If, in connection with a Registration Statement pursuant to this Section 5.2, the Underwriters' Representative of the offering registered thereon shall inform ADESA in writing that in its opinion there is a Maximum Number of shares of Common Stock that may be included therein and if such Registration Statement relates to an offering initiated by any Person other than ADESA (the "Other Holders"), ADESA shall include in such registration the number of securities (including Registrable Securities) that such Underwriters' Representative advises can be so sold without adversely affecting such offering, allocated pro rata among the Other Holders and the holders Holders of Registrable Securities on the basis of the number of securities (including Registrable Securities) requested to be included therein by each Other Holder and Holder of Registrable Securities. (d) No Holder may participate in any Underwritten Offering under Section 5.2 hereof and no other Person shall be permitted to participate in any such offering pursuant to Section 5.2 hereof 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 Section 5.2 hereof, each participating Holder and ADESA and each other Person shall be a party to the underwriting agreement with the underwriters and may be required to make certain customary representations and warranties and provide certain customary indemnifications for the benefits of the underwriters; PROVIDED that the Holders shall not be required to make representations and warranties with respect to ADESA and its Subsidiaries or their business and operations and shall not be required to agree to any indemnity or contribution provisions materially less favorable to them than as are set forth herein. (e) ADESA shall not be required to effect any registration of Registrable Securities under this Section 5.2 incidental to the registration of any of its securities entitled in connection with ADESA's issuance of registered shares of Common Stock in mergers, acquisitions, reorganizations, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans. (f) The registration rights granted pursuant to piggyback registration rights. Notwithstanding the provisions of this Section, Section 5.2 shall be in addition to the Company shall have the right at any time after it shall have given written notice registration rights granted pursuant to Section 5.1. No registration of Registrable Securities effected under this Section (irrespective 5.2 shall relieve ADESA of whether its obligation to effect a written request for inclusion registration of any such securities shall have been made) Registrable Securities pursuant to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofSection 5.1.

Piggyback Registration. IfHolder's rights under this Agreement commence after the last closing described in the Offering Documents and terminates on the second anniversary of this Agreement, unless earlier terminated pursuant to Section 9(a) hereof (the "PIGGYBACK REGISTRATION PERIOD"). If the Company at any time commencing one year from during the effective date of the registration statement and expiring four (4) years thereafter, the Company Piggyback Registration Period proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of 1933, as amended (the "Act") other security holders or both (other than a Registration Statement associated with the merger of the Company with a public company or similar transaction or in connection with a merger Registration Statement for an initial public offering of the Company's Common Stock or pursuant to a registration on Form-S-4, Form ▇-▇, ▇-▇ S-8 or other comparable registration statement) limited purpose form), then in each instance, it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Restricted Stock of its intention to do so. If file a Registration Statement, PROVIDED, HOWEVER, that for the Holder or other Holders purposes of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementthis sentence, the Company shall afford each treat the Holders in the same manner and IN PARI PASSU with all other holders of unregistered capital stock of the Underwriter and Company who (i) have registration rights with respect to such Holders of the Warrants and/or Warrant Securities the opportunity to have stock or (ii) presently or at any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by time hereafter are officers, directors, or 5% shareholders of the Company, or any affiliate, successor, or assign thereof. Upon the number written request of any such Holders, given within 20 days after the date of any such notice, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the Registration Statement proposed to be filed by the Company all to the extent requisite to permit the sale or other disposition by the Holders (in accordance with their written request) of such Restricted Stock so registered. The Company may withdraw any such Registration Statement before it becomes effective or postpone the offering of securities shall be allocated pro rata among contemplated by such Registration Statement without any obligation to the holders Holders of Warrants and any Restricted Stock. Anything herein to the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Sectioncontrary notwithstanding, the Company shall be required to include Holders' Restricted Stock in no more than two Registration Statements, which have been filed during the right at Piggyback Registration Period. In the event that any time after it shall have given written notice registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of Common Stock, any request by Holders pursuant to this Section 4 to register Restricted Stock shall specify that such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. The number of shares of Restricted Stock to be included in such an underwriting may be cut back (irrespective PRO RATA among the requesting Holders) if and to the extent that the managing underwriter shall be of whether the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein. Notwithstanding anything to the contrary contained in this Section 4, in the event that there is an underwritten offering of securities of the Company pursuant to a written request for inclusion registration covering Restricted Stock and a selling Holder of any such securities shall have been made) Restricted Stock does not elect to elect not to file any such proposed registration statementsell his, her, or its Restricted Stock to withdraw the same underwriters of the Company's securities in connection with such offering, such Holder shall refrain from selling such Restricted Stock not registered pursuant to this Section 4 during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; PROVIDED, HOWEVER, that such Holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration commencing on the filing but prior to 180th day after the effective date thereofof such Registration Statement.

Piggyback Registration. If, at any time commencing one year from within eight (8) years after the effective date of the registration statement and expiring four (4) years thereafterEffective Date, the Company proposes to register any of its securities should file a registration statement with the Commission under the Securities 1933 Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statementS-8) it will give written notice by registered mail, at least thirty forty-five (3045) calendar days prior to the filing of each such registration statement, to each of the Holders Underwriters (if then a Holder) and to all other Holders of the Warrants and/or the Warrant Securities Shares of its intention to do so. If the Holder Underwriters or other Holders of the Warrants and/or the Warrant Securities Shares notify the Company within twenty thirty (2030) calendar days after receipt of any such notice of its or their desire to include any such securities Warrants or Warrant Shares in such proposed registration statement, the Company shall afford each of the Underwriter such Underwriters and such Holders of the Warrants and/or Warrant Securities Shares the opportunity to have any such Warrants or Warrant Securities Shares registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionSection 7(c), the Company 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 sole expense, a registration statement relating to such excluded Warrants and/or Warrant Shares, which shall 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 consent 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) calendar 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 Warrants or Warrant Shares requested by the Underwriters and the Holders to be included in the registration statement, then (i) registration of all of the Warrant Shares shall be excluded from such registration statement on the condition that all securities to be registered by other selling security holders, if any, are also excluded and (ii) registration of a portion of such Warrants and Warrant Shares 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 Underwriters and each such Holder and other selling securityholder (provided that, for purposes of such allocation, Warrants shall be treated as representing the number of Warrant Shares then represented thereby). In such event the Company shall give the Underwriters and the Holders prompt notice of the number of Warrants and Warrant Shares excluded.

Piggyback Registration. If, The Parent agrees that if at any time commencing prior to the third anniversary of the Effective Time one year or more of its officers, directors or holders of its outstanding Parent Common Stock intend to offer equity securities to the public for cash pursuant to any type of registration under the Securities Act, the Parent will notify the Holders in writing at least twenty days (20) days prior to the initial filing of a registration statement relating to such offering with the SEC (the "Piggyback Registration Statement"). Thereafter, the Parent will use its best efforts to include in such registration statement, in accordance with the Securities Act, such Registrable Shares as any Holder of such Registrable Shares shall request within ten (10) days of receipt of notification from the Parent of its intention to file such registration statement; PROVIDED, that the inclusion thereof will not preclude the Parent's use of the registration form intended to be utilized by the Parent and FURTHER PROVIDED, that the selling shareholders will agree, if requested by the underwriter, not to sell those of their Registrable Shares not included in such registration statement for 180 days following the effective date of the registration statement statement; and expiring four (4) years thereafter, FURTHER PROVIDED that the Company foregoing requirements shall not apply in the event that the Parent proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than file a registration statement in connection with a merger or (i) any issuance of securities pursuant to Form ▇-▇any stock option, ▇-▇ stock purchase or other comparable employee benefit plan; or (ii) any issuance of securities in connection with any business combination, whether by way of merger, consolidation, purchase of stock or assets or otherwise. If the Registration Statement under which the Parent gives notice under this Section 12.4 is for an underwritten offering, the Parent shall so advise the Holders of Registrable Shares. In such event, the right of any such Holder to be included in a registration statement) it will give written notice by registered mail, at least thirty (30) days prior pursuant to this Section 12.4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Shares in the underwriting to the filing extent provided herein. All Holders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Parent. Notwithstanding any other provision of each such registration statementthis Section 12.4, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Parent; and second, to the Holders and to all any other Holders shareholder of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire Parent electing to include any such securities in such proposed registration statement, shares therein on a pro rata basis based upon the Company shall afford each total number of the Underwriter and such Holders shares of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered Parent Common Stock held by such persons. No such reduction shall reduce the securities being offered by the Parent for its own account to be included in the registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (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 thereofunderwriting.

Piggyback Registration. If, (a) If at any time commencing one year from after the effective date of the registration statement and expiring four (4) years thereafterhereof until February 22, 1998, the Company proposes to register any of its securities file a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of 1933any other Person of any class of equity security, as amended (the "Act") including any security convertible into or exchangeable for any equity security (other than a registration statement on Form S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders), then the Company shall in each case give written notice of such proposed filing to the Holder at least twenty (20) days before the anticipated filing date, and such notice shall offer such Holder the opportunity to register such number of Registrable Securities as the Holder may request. The Company shall use reasonable diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holder of Registrable Securities requested to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers a written opinion to the Holder that the total amount of securities which the Holder, the Company and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering (including the price at which such securities can be sold), then the amount of Registrable Securities to be offered for the accounts of the Holder shall be reduced to the extent necessary, in the opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; PROVIDED, that the reduction imposed upon Holder shall not be greater, on a fractional basis, than the reduction imposed upon other Persons whose piggyback registration rights are PARI PASSU with those granted hereby with respect to the amount of securities requested for inclusion in such registration. The Company is authorized to proceed on the basis of any notice of election received from the Holder within ten days after giving notice to the Holder of the proposed offering. If no response is received from the Holder within such ten-day period, the Company may deem that the Holder does not elect to participate in the proposed offering. (b) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to include Registrable Securities in any registration statement if the proposed registration is (1) a registration of a stock option or other employee incentive compensation plan or of securities issued or issuable pursuant to any such plan; (2) a registration of securities issued or issuable pursuant to a stockholder reinvestment plan or other similar plan; (3) a registration of securities issued in exchange for any securities or any assets of, or in connection with a merger or consolidation with, an unaffiliated company; or (4) a registration of securities pursuant to Form ▇-▇, ▇-▇ a "rights" or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior similar plan designed to protect the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder Company's stockholders from a coercive or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire attempt to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders take control of the Company. (a) The Company may withdraw any registration statement and abandon any proposed offering initiated by the Company without the consent of the Holder, notwithstanding the request of the Holder to participate therein in accordance with this provision, if the Company determines, in good faith in its sole discretion, that such action is in the best interests of the Company and its stockholders (for this purpose, the number interest of such securities the Holder shall not be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (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 thereofconsidered).

Piggyback Registration. If, at any time commencing one year after the date that is six (6) months from the effective date of the registration statement and expiring four (4) years thereafterEffective Date, the Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of 1933other security Stockholders (except with respect to the Initial Registration Statement, as amended (or registration statements on Forms S-4 or S-8 or another form not available for registering the "Act") (other than in connection with a merger or pursuant Registrable Securities for sale to Form ▇-▇the public), ▇-▇ or other comparable registration statement) each such time it will give written notice by registered mail, thereof to Stockholders of its intention so to do (such notice to be given at least thirty fifteen (3015) days prior to the filing thereof). Upon the written request of each any such registration statementStockholder (which request shall specify the number of Registrable Securities intended to be disposed of by such Stockholder and the intended method of disposition thereof), received by the Company within ten (10) days after giving of any such notice by the Company, to register any of such Stockholder's Registrable Securities, the Holders and Company will use its commercially reasonable efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other Holders disposition by the Stockholder (in accordance with its written request) of the Warrants and/or the Warrant such Registrable Securities so registered ("PIGGYBACK REGISTRATION RIGHTS"); PROVIDED, that if, at any time after giving written notice of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (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 SECTION 3.C and prior to the effective date thereofof the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 2(c) involves an underwritten public offering, any Stockholder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. The foregoing provisions notwithstanding, the Company may withdraw any registration statement referred to in this SECTION 3.C without thereby incurring any liability to the Stockholders.

Piggyback Registration. If, at any (a) Each time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, that the Company proposes for any reason to register any of its securities Stock under the Securities Act of 1933(a "Proposed Registration"), as amended (the "Act") (other than in connection with a merger or pursuant to a registration statement on Form ▇-▇F-4 or Form F-8 or similar or successor forms, ▇-▇ or other comparable registration statement) it will the Company shall promptly give written notice by registered mail, at least of such Proposed Registration to the holders of the Restricted Shares (which notice shall be given not less than thirty (30) days prior to the filing expected effective date of each such 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 Holders and Proposed Registration. No registration pursuant to all other Holders of this Section 2.2 shall relieve the Warrants and/or the Warrant Securities Company of its intention obligation to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within register Restricted Shares pursuant to Section 2.1. (b) Each Shareholder shall have twenty (20) days after from the receipt of any such notice to deliver to the Company a written request specifying the number of its or their desire Restricted Shares such Shareholder intends to include sell and such Shareholder's intended method of disposition. 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 securities in such proposed registration statementwithdrawal. Subject to Section 2.3 below, the Company shall afford each of include in such registration statement all such Restricted Shares so requested to be included therein; provided, however, that the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have Company may at any time withdraw or cease proceeding with any such Warrant Securities registered under such Proposed Registration if it shall at the same time withdraw or cease proceeding with the registration statement. of all other equity securities originally proposed to be registered. (c) In the event any underwriter underwriting that the sale Proposed Registration by the Company is, in whole or in part, an underwritten public offering of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, any request under Section 2.2(b) hereof must specify that the number of such securities shall Restricted Shares be allocated pro rata among included in the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (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 underwriting on the same after terms and conditions as the filing but prior to the effective date thereofshares of Stock, if any, otherwise being sold through underwriters under such registration.

Piggyback Registration. If(a) Except in connection with any Demand Registration pursuant to Section 3.1 hereof, if the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor forms, relating to Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at any time commencing one year from least 15 Business Days prior to the effective date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder's rights under this Section 3.2 and expiring four shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (4) years thereaftera "PIGGYBACK REGISTRATION"), subject to the provisions of Section 3.2(b). Upon the request of any such Shareholder made within 10 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company proposes shall use all reasonable efforts to register any of its securities effect the registration under the Securities Act of 1933, as amended (all Registrable Securities that the "Act") (other than in connection with a merger or pursuant Company has been so requested to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice register by registered mail, at least thirty (30) days prior to the filing of each all such registration statementShareholders, to the Holders and extent requisite to all other Holders permit the disposition of the Warrants and/or Registrable Securities so to be registered; PROVIDED that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Warrant Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 3.4(f)(i) on the same terms and conditions as apply to the Company or the shareholder requesting such registration, as applicable, and (ii) if, at any time after giving notice of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant register any Company Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made3.2(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company agrees to use commercially reasonable efforts to notify the Participating Shareholders if the price for any Company Securities to be registered for sale for the account of the Company is expected to occur outside of any previously publicly announced range; PROVIDED that the Company shall not have any such obligation with respect to any registration involving the registration of Company Securities only for the account of parties other than the Company. No registration effected under this Section 3.2 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 3.1. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. (b) If a Piggyback Registration involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 3.1(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of Shares that the Company and such Shareholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, (ii) second, all Registrable Securities requested to be included in such registration by any Shareholders pursuant to this Section 3.2 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, PRO RATA among such Shareholders on the basis of the relative number of shares of Registrable Securities owned by such shareholders), and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine.

Piggyback Registration. If, If the Company at any time commencing one year from the effective date of the proposes to file a registration statement and expiring four (4) years thereafterwith respect to any class of equity securities, the Company proposes to register any of whether for its securities under the Securities Act of 1933, as amended (the "Act") own account (other than in connection with the Registration Statement contemplated by Section 3 or a merger registration statement on Form S-4 or S-8 (or any successor or 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 Form ▇-▇any such plan or (B) a dividend reinvestment plan) or for the account of an Other Approved Holder (a "Requesting Securityholder"), ▇-▇ or other comparable registration statement) it will then the Company shall in each case give written notice by registered mail, of such proposed filing to all Holders of Registrable Securities at least thirty (30) 20 days prior to before the anticipated filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt date of any such notice of its or their desire to include any such securities in such proposed registration statementstatement by the Company, the Company shall afford each of the Underwriter and such notice shall offer to all Holders of the Warrants and/or Warrant Securities the opportunity to have any or all of the Registrable Securities held by such Warrant Securities registered under Holders included in such registration statement. In Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the event any underwriter underwriting Company in writing within 15 days after the sale date of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number receipt of such securities notice (which request shall be allocated pro rata among set forth the holders amount of Warrants Registrable Securities for which registration is requested), and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have include in such Registration Statement all such Registrable Securities so requested to be included therein on the right 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 in part, at any time after it shall have given written notice pursuant to this Section (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.of such Registration Statement. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advises the Company in writing that the total amount or kind of securities which the Holders of Registrable Securities, the Company and the Other Approved Holders intend to be included in such proposed public offering is sufficiently large to materially adversely affect the success of such proposed public offering, then the amount or kind of securities to be offered for

Piggyback Registration. If, at any time within the period commencing one year from after the effective date of first Warrants Issue Date and ending at 5:00 p.m., New York City time, on the registration statement and expiring four (4) years thereafterExpiration Date, the Company proposes to register any of its voting equity securities under the Securities Act in a primary registration on behalf of 1933the Company and/or in a secondary registration on behalf of holders of such securities, as amended (and the "Act") (other than in connection with a merger or pursuant registration form to Form ▇-▇be used may be used for registration of the Warrant Shares, ▇-▇ or other comparable registration statement) it will the Company shall give prompt written notice by registered mail, (which shall be at least thirty (30) 30 days prior to the date of the initial filing of each such the applicable registration statement, ) to the Holders and to all other Holders of the Warrants and/or the Warrant Securities Shares of its intention to do so. If the Holder or other Holders effect registration and shall offer to include in such registration such number of the Warrants and/or Warrant Securities notify Shares with respect to which the Company has received written requests for inclusion therein within twenty (20) 10 business days after receipt of any such notice of its from the Company, upon generally the same terms and conditions as the person or their desire persons for whom such registration is being effected has agreed to. This Section 12.1 is not applicable to include any such securities in such proposed registration statement, statement to be filed by the Company on Forms S-4 or S-8 or any successor forms. The Company shall afford each of not be obligated to cause to be effective any registration statement as to which it has given notice to the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Shares and shall have discretion to have withdraw any such registration without liability to Holders of Warrants and/or Warrant Securities registered under Shares. Notwithstanding the foregoing, if the managing underwriter of the offering shall determine in good faith and advise the Company in writing that the inclusion of the Warrant Shares with the other securities being offered in such registration statement. In would materially and adversely affect the event any marketability of the offering, then the Company and the managing underwriter underwriting the sale of securities registered by such registration statement shall limit may reduce the number of Warrant Shares to be registered on a pro rata basis proportionate to the reduction of all other holders of securities includable participating in such registration by shareholders pursuant to the exercise of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionIn such event, the Company shall have may reduce the right at any time after it shall have given written notice number of Warrant Shares to be registered to zero as long as no other securities are registered in such registration statement pursuant to this Section (irrespective an exercise of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed piggyback registration statement, or to withdraw the same after the filing but prior to the effective date thereofrights.

Piggyback Registration. If, at any time commencing one year from after the effective date hereof until the expiration of the registration statement and expiring four (4) years thereafterWarrant Exercise Term, the Company proposes to register any of its securities under the Act on a registration statement that may be used for the registration of the Warrant Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or merger, pursuant to Form ▇-▇S-8, ▇-▇ S-4 or other comparable registration statement, in connection w▇▇▇ ▇ ▇▇▇istration requested pursuant to Section 6.3 hereof or in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) it will give written notice by registered mail, at least thirty (30) business days prior to the filing of each such registration statement, to the Holders Agent and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder Agent or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities Warrant Securities in such proposed registration statement, the Company shall afford each of the Underwriter Agent and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionSection 6.2, (A) the Company shall have the right at any time after it shall have given written notice pursuant to this Section 6.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof and (B) 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 Warrant Securities and any other persons or entities entitled to be included in such Public Offering would adversely affect the success of such public offering, then the amount of securities to be offered for the accounts of holders of Warrant Securities shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such public offering to the amount reasonably recommended by the underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such limited portion (which may be none) of the Warrant Securities with respect to which such holder has provided notice pursuant to this Section 6.2. In no event shall the Company be required pursuant to this Section 6.2 to reduce the amount of securities to be registered by it.

Piggyback Registration. IfIf the Company proposes to file a registration statement under the Securities Act with respect to a firm commitment underwritten offering of Common Stock for its own account, at or for the account of any of its security holders, for cash (other than a registration statement on Form S-4 or Form S-8 (or any successor forms)), then the Company shall in each case given written notice of such proposed filing to the Holders as soon as practicable (but no later than ten business days before the filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Restricted Stock as each such Holder may request. Each Holder desiring to have Restricted Stock included in such registration statement shall so advise the Company in writing within ten business days after the date of the Company's notice, setting forth the amount of such Holder's Restricted Stock for which registration is requested. The Company shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter or underwriters to permit the Holders of the Restricted Stock requested to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as the securities of the Company included therein. The right of each Holder to registration pursuant to this Section 3 shall, unless the Company otherwise assents, be conditioned upon such Holder's participation as a seller in such underwriting and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Holders of Restricted Stock that because of the size of the offering which the Holders, the Company and other persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then the number of shares of Restricted Stock to be offered for the accounts of Holders shall be reduced pro rata on the basis of the number of shares requested by such Holders to be offered to the extent necessary to reduce the total amount of Common Stock to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that if Common Stock is also being offered for the account of other persons or entities (other than pursuant to a Demand Registration under Section 2), such reduction shall not be made until the number of shares of Common Stock offered for the account of such other persons or entities is reduced to zero. Any Restricted Stock excluded from an underwriting shall be withdrawn from registration and shall not, without the consent of the Company and the managing underwriter, be transferred in a public distribution or a sale into the public trading markets prior to the earlier of 120 days (or such other shorter period of time commencing one year from as the managing underwriter may require) after the effective date of the registration statement and expiring four (4) years thereafter, or 180 days after the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to date the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders Restricted Stock are notified of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofexclusion.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger “Proposed Registration”) other than a registration statement on Form S-8 or pursuant to Form ▇-▇, ▇-▇ S-4 or any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder’s intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its commercially reasonable efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement.

Piggyback Registration. If, (a) If the Company at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company proposes to issue and register any shares of its equity securities on its own behalf or to register equity securities on behalf of any holder of its equity securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger registration effected solely to implement an employee benefit plan, a transaction to which Rule 145 promulgated under the Securities Act is applicable or pursuant a transaction eligible to be registered on Form ▇-▇S-4 or any successor form), ▇-▇ or other comparable registration statement) it will the Company shall give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, time to the Holders and to all other Holders of the Warrants and/or the Warrant Securities each Holder of its intention to do soso (which notice shall include the anticipated filing date of the Registration Statement and the number of its equity securities proposed to be included in the Registration Statement). If Upon the written request of any Common Stock Demand Holder or any other Holders of the Warrants and/or Warrant Securities notify the Company Holder (a "Participating Holder") given within twenty (20) days 15 Business Days after receipt of any such notice by such Participating Holder (stating the number of its Registrable Securities to be disposed by such Participating Holder (or, if the Participating Holder is Morgan or their desire an EL Trust Pledgee, the number of Registrable Securities t▇▇▇ ▇▇edged to include any such securities in Participating Holder and to be disposed by the pledgor of such proposed registration statementRegistrable Securities or owned by such Participating Holder as a result of foreclosure thereon and to be disposed by such Participating Holder) and the intended method of disposition), the Company shall afford each include the Registrable Securities intended to be disposed of in a Registration Statement under the Securities Act so as to permit disposition (in accordance with the reasonable methods in such request) by such Participating Holder (a "Piggyback Registration"). (b) Notwithstanding any provision of this Section 4, if the registration of which the Company gives notice pursuant to Section 4(a) is for an Underwritten Offering and the managing underwriter or underwriters determine in good faith that the total number of Registrable Securities proposed to be included in such offering is such as to materially adversely affect the success of such offering, then priority for inclusion shall be (1) first to any Requesting Holder exercising demand registration rights, (2) second to the Company for securities being sold for its own account, and (3) third to those Participating Holders exercising piggyback registration rights; PROVIDED, HOWEVER, that the amount of securities of any Participating Holder and such other holders (other than a Requesting Holder exercising demand registration rights) shall be reduced or limited PRO RATA among such Participating Holders and such other holders in proportion to the amount (by value) of securities sought to be registered by each, to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to the amount that, in the reasonable opinion of such managing underwriter or underwriters, can be sold without materially adversely affecting the success of such offering; and PROVIDED FURTHER, HOWEVER, that if it is necessary for the EL Trust to participate in the Underwritten Offering for the purpose of raising cash to pay for estate and inheritance taxes, the EL Trust's participation in the Underwritten Offering shall not be reduced or limited to the extent that the trustees of the Underwriter and such Holders of EL Trust certify that the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting proceeds from the sale of securities registered by such Registrable Securities included in the applicable registration statement shall limit the number of securities includable are used to pay estate, inheritance and succession taxes, and all generation-skipping transfer taxes imposed on any direct skip as defined in such registration by shareholders Section 2612(c) of the CompanyInternal Revenue Code of 1986, the number as amended (but not including any generation-skipping transfer taxes imposed on any direct skip resulting from a disclaimer or exercise of such securities shall be allocated pro rata among the holders a power of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Sectionappointment), the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion including all interest in respect of any such securities shall have been madetaxes, payable by reason of the death of Mrs. Estee Lauder ("Mrs. Lauder") to elect in respect of any property whether or no▇ ▇▇▇▇▇▇▇ ▇▇der ▇▇▇ ▇▇▇▇ (collectively, "Death Taxes") and all funeral expenses, debts (incurred for the purposes of administering the estate or the payment of taxes) and expenses of administering the estate of Mrs. Lauder (collectively, "Administration Expenses"); PROVIDED FURTH▇▇, ▇▇▇▇▇▇▇, that if such proceeds will not be so used, then the EL Trust's participation may be reduced or limited as provided herein first in respect of the Registrable Class A Common Stock and thereafter in respect of the Registrable Preferred Stock. (c) If any Participating Holder elects not to file participate in any such proposed underwriting in which it had previously requested the registration statementdescribed in Section 4(a), or the Participating Holder may elect to withdraw therefrom by delivering written notice to the same after Company and the filing but managing underwriter or underwriters, if any, at least 30 days prior to the planned effective date thereofof such Piggyback Registration. (d) Notwithstanding anything to the contrary contained herein (i) an EL Trust Pledgee may only participate in a Piggyback Registration after a default by the EL Trust in respect of its obligations to the EL Trust Pledgee secured by Registrable Securities and (ii) Morgan may only participate in a Piggyback Registration after a defau▇▇ ▇▇ RSL in respect of his obligations to Morgan secured by Registrable Securities.

Piggyback Registration. If, If (a) at any at any time commencing one year from after the effective date first anniversary of the registration statement and expiring four (4) years thereafterClosing Date, the Company proposes shall file a registration statement with the Commission for the offering of securities by the Company, except for an IPO (including, but not limited to, registration statements relating to register any secondary offerings of its securities under by the Securities Act of 1933Company, as amended (the "Act") (other than in connection with a merger or pursuant to Form but excluding registration statements on Forms ▇-▇, ▇-▇ or other comparable registration statementany successor or similar form) it will (a "COVERED REGISTRATION STATEMENT"), or (b) at any time after the Closing Date, the Company shall file a Covered Registration Statement for the offering of securities of the Company by any of its officers or directors and/or ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, his successors or assigns, either separately or in addition to the securities of the Company, the Company shall each such time give prompt prior written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statementHolder. In either event set forth in (a) or (b) above, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders shall have the right, upon the written request of the Warrants and/or Warrant Securities notify any such Holder, received by the Company within twenty (20) 30 days after the receipt of any such notice given by the Company, to register any of its or their desire to include any such securities in such proposed registration statementRegistrable Stock (which request shall state the intended method of disposition thereof). Thereafter, the Company shall afford each of use its best efforts to cause the Underwriter and such Holders of Registrable Stock as to which registration shall have been so requested to be included in the Warrants and/or Warrant Securities securities to be covered by the opportunity Covered Registration Statement proposed to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered be filed by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, all to the number extent requisite to permit the sale or other disposition by the Holder (in accordance with its written request) of such securities Registrable Stock. Notwithstanding anything to the contrary contained herein, no request may be made under this Section within 180 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Holder of Registrable Stock shall be allocated pro rata among the holders of Warrants and the holders of other securities have been entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice join pursuant to this Section (irrespective of whether a written request for inclusion of any such securities and in which there shall have been made) effectively registered and sold all shares of Registrable Stock as to elect not to file any such proposed which registration statement, or to withdraw the same after the filing but prior to the effective date thereofshall have been so requested.

Piggyback Registration. If, at any time commencing after _________, 1998 (one (1) year from the effective date of the registration statement Effective Date), through and expiring four including __________, 2002 (4five (5) years thereafterfrom the Effective Date), the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ S-8 or other comparable registration statementsimilar form) it will give written notice by registered or certified mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders Underwriter and to all other Holders of the Underwriter's Warrants and/or and Shares underlying the Warrant Securities Underwriter's Warrants, of its intention to do so. If any of the Holder Underwriter or other Holders of the Underwriter's Warrants and/or Warrant Securities the Shares underlying the Underwriter's Warrants, notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Underwriter's Warrants and/or Warrant Securities Shares underlying the Underwriter's Warrants, the opportunity to have any of such Warrant Securities securities registered under such registration statement. In ; provided, however, that in the event any underwriter underwriting the sale of securities registered by such registration statement shall limit underwriters advise the Company that in their opinion the number of securities includable requested to be included in such registration pursuant to this Agreement and pursuant to any other rights granted by shareholders the Company to holders of its securities exceeds the number of securities that can be sold in the offering without adversely affecting the offering price of the Company's securities, the number of Company may first include in such registration all securities shall be allocated pro rata among the holders of Warrants and Company proposes to sell (without including the holders of other securities entitled rights granted by the Company), and each Holder shall accept a pro rata reduction in the number of shares to piggyback be included in such registration rightsstatement. Notwithstanding the provisions of this SectionSECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If at any time commencing one year from after the effective date first anniversary of the registration statement and expiring four (4) years thereafter, the Company Closing Date Parent proposes to register any of its securities common stock or preferred stock ("Other Securities") under the Securities Act (other than a registration on Form S-4 or S-8 or any successor form thereto), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities (as defined below) for sale for cash to the public under the Securities Act, it will each such time give prompt written notice to each Stockholder which is the record holder of Registrable Securities (a "Holder") of its intention to do so at least 10 business days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable Securities as each such Holder may request. Upon the written request of any such Holder made within five business days after the receipt of Parent's notice (which request shall specify the number of Registrable Securities intended to be disposed of), Parent shall effect, in connection with the registration of the Other Securities, the registration under the Securities Act of 1933, as amended all Registrable Securities which Parent has been so requested to register; provided that: (the "Act"a) (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give if at any time after giving written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If register any securities and prior to the Holder effective date of such registration, Parent shall determine for any reason not to register or other to delay registration of such securities, Parent may, at its election, give written notice of such determination to the Holders who requested inclusion and, thereupon, (A) in the case of a determination not to register, Parent shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt case of a determination to delay such registration, Parent shall be permitted to delay registration of any such notice of its or their desire Registrable Securities requested to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable be included in such registration for the same period as the delay in registering such Other Securities; (i) if the registration referred to in the first sentence of this Section 4 is to be an underwritten primary registration on behalf of Parent, and the managing underwriter advises Parent in writing (with a copy to the Holders who requested registration) that, in such firm's opinion, such offering would be materially and adversely affected by shareholders the inclusion therein of the CompanyRegistrable Securities requested to be included therein, Parent shall include in such registration: (1) all securities Parent proposes to sell for its own account ("the Parent Securities") and (2) up to the full number of Registrable Securities in excess of the number and dollar amount of the Parent Securities which, in the good faith opinion of such managing underwriter, can be a sold without materially and adversely affecting such offering of the Parent Securities (and, if less than the full number of such securities shall be Registrable Securities, allocated pro rata among the Holders of such Registrable Securities on the basis of the number of securities requested to be included therein by each such Holder), and (ii) if the registration referred to in the first sentence of this Section 4 is to be an underwritten secondary registration on behalf of holders of Warrants securities (other than Registrable Securities) of Parent (the "Other Holders"), and the holders managing underwriter advises Parent in writing (with a copy to the Holders who requested registration) that in its good faith opinion such offering would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to be included therein, Parent shall include in such registration the amount of securities (including Registrable Securities) that such managing underwriter advises, allocated pro rata among the Other Holders and the Holders on the basis of the number of securities (including Registrable Securities) requested to be included therein by each Other Holder and each Holder; (c) Parent shall not be required to affect any registration of Registrable Securities under this Section 4 incidental to the registration of any of its securities in connection with mergers, acquisitions, reincorporation, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans; and (d) Any Holder desiring to sell Registrable Securities must execute an underwriting or similar agreement and complete and execute all reasonable questionnaires, powers of attorney, indemnities, lock-up letters and other documents reasonably required under the underwriting arrangement. For the purposes of this Section 4 and Section 5, "Registrable Securities" means the shares of Parent Common Stock held by the Stockholders immediately after the Closing under the Merger Agreement, any stock or other securities entitled into which or for which such shares of Parent Common Stock may thereafter be changed, converted or exchanged, and any other securities issued to piggyback the Holders of such shares of Parent Common Stock (or such shares into which or for which such shares are so changed, converted or exchanged) upon any reclassification, share combination, share subdivision, share dividend, merger, consolidation or similar transaction, provided that any such securities shall cease to be Registrable Securities if (i) a registration rights. Notwithstanding statement with respect to the provisions sale of this Section, the Company such securities shall have become effective under the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any Securities Act and such securities shall have been made) to elect not to file any disposed of in accordance with the plan of distribution set forth in such proposed registration statement, (ii) such securities shall have been transferred pursuant to Rule 144, or (iii) such securities are held by a Holder other than a Stockholder and Parent has furnished to withdraw the same after the filing but prior such Holder an opinion of counsel, which opinion shall be reasonably satisfactory to such Holder, to the effective date thereofeffect that all of such securities are permitted to be distributed by such Holder in one transaction pursuant to Rule 144(k).

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan or pursuant to employee stock award or a registration on Form ▇-▇S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, ▇-▇ a business combination involving an exchange of securities or other comparable an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement) it will statement covering the sale ---------------------- of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least of such Proposed Registration. Each Holder shall have thirty (30) days prior from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder; provided, however, that the Company shall have the -------- ------- right to postpone or withdraw any registration statementeffected pursuant to this Section 3 without obligation to the Holder. In If, in connection with any underwritten public offering for the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such securities underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be allocated obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of Warrants which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have having the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any include such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw in the same after the filing but prior to the effective date thereof.Registration Statement. Page 44 of 50 Pages

Piggyback Registration. If, (a) If at any time commencing one year from (i) any Registrable Securities are not able to be resold pursuant to an effective Registration Statement, or (ii) amounts remain outstanding under that certain Credit and Guaranty Agreement dated as of August __, 2006 among the effective date Company, certain subsidiaries of the registration statement Company, various lenders, and expiring four ▇. ▇▇▇▇ & Company, or (4iii) years thereafter▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. and any affiliates thereof is the beneficial owner (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than 5% of the outstanding Shares of the Company, and the Company proposes to register any of its securities Common Stock under the Securities Act Act, whether as a result of 1933an 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), as amended the Company shall, each such time, give, with respect to subsection (i) above, to the "Act"Investors, and with respect to subsections (ii) or (other than in connection with a merger iii) above, to ▇▇▇▇▇▇▇, Sachs & Co. and any affiliate thereof that owns Shares, 20 days’ prior written notice of its intent to do so, and such notice shall describe the proposed registration and shall offer such Investors or pursuant to Form ▇-▇▇▇▇▇▇, ▇-▇▇▇▇ or other comparable registration statement) it will give written notice by registered mail& Co. and any affiliate thereof that owns Shares, at least thirty (30) days prior as applicable, the opportunity to the filing register such number of Registrable Securities as each such registration statementperson may request. Upon the written request of any Investor or ▇▇▇▇▇▇▇, Sachs & Co. and any affiliate thereof that owns Shares, as applicable, given to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) 20 days after the receipt of any such notice of its or their desire to include any such securities in such proposed registration statementby the Company, the Company shall afford each include in such Registration Statement all or part of the Underwriter Registrable Securities of such person, to the extent requested to be registered. (b) If a registration pursuant to Section 3 hereof involves an underwritten offering and such Holders of the Warrants and/or Warrant Securities managing underwriter shall advise the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable Company in such registration by shareholders of the Companywriting that, in its opinion, the number of shares of Common Stock requested by the Investors or ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and any affiliate thereof that owns Shares, as applicable, to be included in such securities shall registration is likely to affect materially and adversely the success of the offering or the price that would be allocated pro rata among received for any shares of Common Stock offered in such offering, then, notwithstanding anything in this Section 3 to the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Sectioncontrary, the Company shall have only be required to include in such registration, to the right at 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 time after it stockholders of the Company (including the Investors or ▇▇▇▇▇▇▇, Sachs & Co. and any affiliate thereof that owns Shares, as applicable,), 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 included in such registration for the account of the Company. (c) In connection with any offering involving an underwriting of shares, the Company shall have given written notice pursuant to not be required under this Section (irrespective of whether a written request for inclusion 3 or otherwise to include the Registrable Securities of any Investor or ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and any affiliate thereof that owns Shares, as applicable, therein unless such securities shall have been made) to elect not to file Investor or ▇▇▇▇▇▇▇, Sachs & Co. and any such proposed registration statementaffiliate thereof that owns Shares, or to withdraw the same after the filing but prior as applicable, accepts and agrees to the effective date thereofterms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Company.

Piggyback Registration. If, at any time commencing one year from after the effective date of the registration statement and expiring four (4) years thereafterthis Agreement, the Company proposes determines to register any of its securities Registrable Securities under the Securities Act for sale to the public, whether for its own account or for the account of 1933any security holder or both (except with respect to registration statements on Form S-8 or its then equivalent, as amended (the "Act") (other than or in connection with a merger Rule 145 transaction on Form S-4 or pursuant its equivalent, or another form not available for registering the Registrable Securities for sale to Form ▇-▇the public), ▇-▇ or other comparable registration statement) each such time it will give prompt written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities SPLN of its intention so to do so. If the Holder or other Holders and of the Warrants and/or Warrant Securities notify proposed method of distribution of such securities. Upon the written request of SPLN, received by the Company within twenty (20) days after receipt the giving of any such notice of its or their desire by the Company, to include in the registration any such securities in such proposed registration statementRegistrable Securities, the Company will use commercially reasonable efforts to cause the Registrable Securities as to which registration shall afford each of have been so requested to be included in the Underwriter securities to be covered by the registration statement proposed to be filed by the Company, all to the extent and such Holders of under the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under conditions such registration statementis permitted under the Securities Act. In the event that any underwriter underwriting the sale registration pursuant to this Section 8.2 shall be, in whole or in part, an underwritten public offering of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the CompanyCommon Stock, the number of shares of Registrable Securities to be included in such securities shall an underwriting may be allocated reduced (pro rata among the requesting holders based upon the number of Warrants shares of Registrable Securities owned by such holders) if and to the holders extent that the managing underwriter shall be of the opinion that the inclusion of some or all of the Registrable Securities would adversely affect the marketing of the securities to be sold by the Company therein. Any such limitation shall be imposed in such manner so as to avoid any diminution in the number of shares the Company may register for sale by giving first priority for the shares to be registered for issuance and sale by the Company, by giving second priority for the shares to be registered for issuance and sale by SPLN, and by giving third priority for the shares to be registered for sale by any other holder of Registrable Securities (and other securities entitled to piggyback with PARI PASSU registration rights). Notwithstanding the provisions of this Sectionforegoing provisions, the Company shall have the right at may, in its sole discretion, terminate or withdraw any time after it shall have given written notice pursuant registration statement referred to in this Section (irrespective of whether a written request for inclusion of 8.2 without thereby incurring any such securities shall have been made) liability to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofSPLN.

Piggyback Registration. If, at At any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, if the Company proposes to register any of its Common Stock or any other of its common equity securities (collectively, "Other Securities") under the Securities Act (other than a registration on Form S-4 or S-8 or any successor form thereto), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale for cash to the public under the Securities Act, it will each such time give prompt written notice to each Holder of its intention to do so as soon as practicable but in any event at least ten (10) business days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable Securities as each such Holder may request. Upon the written request (a "Piggyback Registration Request") of any such Holder made within five (5) business days after the receipt of the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), the Company shall effect, in the manner set forth in Section 5, in connection with the registration of the Other Securities, the registration under the Securities Act of 1933, as amended (all Registrable Securities which the "Act") (other than in connection with a merger or pursuant Company has been so requested to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statementregister, to the Holders and extent required to all other Holders permit the disposition (in accordance with such intended methods thereof) of the Warrants and/or the Warrant Registrable Securities so requested to be registered, provided that: (a) if, at any time after giving such written notice of its intention to do so. If register any of its securities and prior to the Holder or other Holders effective date of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any registration statement filed in connection with such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each holder of the Underwriter Registrable Securities and such Holders thereupon shall be relieved of the Warrants and/or Warrant its obligation to register any Registrable Securities the opportunity to have any such Warrant Securities registered under in connection with such registration statement. In (but not from its obligation to pay the event any underwriter underwriting Registration Expenses in connection therewith as provided in Section 4), without prejudice, however, to the sale rights of securities registered by Stockholders to request that such registration statement shall limit be effected as a registration under Section 2; (i) if the number registration referred to in the first sentence of securities includable in such this Section 3 is to be an underwritten primary registration by shareholders on behalf of the Company, and the managing underwriter advises the Company in writing that, in such firm's opinion, such offering would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to be included therein, the Company shall include in such registration: (1) first, all securities the Company proposes to sell for its own account (the "Company Securities") and (2) second, up to the full amount of securities (including Registrable Securities) in excess of the number or dollar amount of the Company Securities, which, in the good-faith opinion of such managing underwriter, can be so sold without materially and adversely affecting such offering (and, if less than the full number of such securities shall be securities, allocated pro rata among the Holders and Other Holders (as defined below) of such securities on the basis of the number of securities (including Registrable Securities) requested to be included therein by each such Holder and Other Holder) and (ii) if the registration referred to in the first sentence of this Section 3 is to be an underwritten secondary registration on behalf of holders of Warrants securities (other than Registrable Securities) of the Company (the "Other Holders"), and the holders managing underwriter advises the Company in writing that in their good-faith opinion such offering would be materially and adversely affected by the inclusion therein of other securities entitled the Registrable Securities requested to piggyback registration rights. Notwithstanding the provisions of this Sectionbe included therein, the Company shall have include in such registration: (1) first, all securities that the right at Other Holder who made the initial demand for such registration proposes to sell and (2) second, up to the full amount of securities (including Registrable Securities) in excess of the number or dollar amount of the securities set forth in the preceding clause (1), which, in the good-faith opinion of such managing underwriter, can be so sold without materially and adversely affecting such offering (and, if less than the full number of such securities, allocated pro rata among the Holders and the remaining Other Holders of such securities on the basis of the number of securities (including Registrable Securities) requested to be included therein by each Holder and each remaining Other Holder); (c) the Company shall not be required to effect any time after it registration of Registrable Securities under this Section 3 incidental to the registration of any of its securities in connection with mergers, acquisitions, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans; and (d) no registration of Registrable Securities effected under this Section 3 shall have given relieve the Company of its obligation to effect a registration of Registrable Securities pursuant to Section 2 hereof. (e) In the event that any Piggyback Registration Request includes a request for registration of the Warrant (or any portion thereof), the Company may elect, by written notice (the "Election Notice") to the Investor given within five (5) business days of the Company's receipt of such Piggyback Registration Request, to purchase the Warrant (or such portion thereof) in lieu of proceeding with the registration of the Warrant pursuant to this Section 3. On the third (irrespective 3rd) business day following the Company's delivery to such Holder of whether a written request for inclusion of any such securities the Election Notice, the Company shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior pay to the effective Holder by wire transfer of immediately available funds an amount equal to (i) the average of the Closing Prices (as defined in the Warrant) of the Common Stock for the twenty (20) consecutive Trading Days (as defined in the Certificate of Designation of the Series A Preferred Stock) preceding the date of delivery of the Piggyback Registration Request, multiplied by (ii) the total number of shares of Common Stock that would be issuable upon conversion of the shares of Series A Preferred Stock represented by the Warrant (or such portion thereof) less the number of shares of Common Stock with an aggregate Trading Price (as defined in the Warrant) as of the date of the Piggyback Registration Request equal to the Warrant Price (as defined in the Warrant) for the Warrant (or such portion thereof).

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four applicable Registration Period, (4i) years thereafter, the 4 Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such shares for cash (other than a registration relating solely to the sale of securities to participants in connection with a merger Company stock plan or pursuant to employee stock award or a registration on Form ▇-▇S-4 under the Securities Act or any successor or similar form registering stock issuable upon a reclassification, ▇-▇ a business combination involving an exchange of securities or other comparable an exchange offer for securities of the issuer or another entity) (a "Proposed Registration") and (ii) a registration statement) it will statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least of such Proposed Registration. Each Holder shall have thirty (30) days prior from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distributions, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in the Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of any such securities shall have been made) in such Registration Statement or are not entitled to elect not to file any such proposed registration statementpro rata inclusion with the Registrable Securities; and provided, or to withdraw the same further, however, that, after the filing but prior giving effect to the effective date thereofimmediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement.

Piggyback Registration. (a) If, at any time commencing one year from after the effective date hereof and ending on the first anniversary of the registration statement and expiring four (4) years thereafterexpiration of the Warrant Exercise Term, the Company proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of 1933, as amended other security holders or both (the "Act") (other than in connection except with a merger respect to an initial public offering and/or registration statements on Forms S-4 or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statementS-8) it will give written notice by registered mail, at least thirty sixty (3060) days prior to the filing of each such registration statement, to the all Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the a Holder or other Holders of the Warrants and/or Warrant Securities shall notify the Company within twenty sixty (2060) days after receipt of any such notice of its or their desire to include any such securities shares of Common Stock underlying the Warrant Shares in such proposed registration statement, the Company shall afford each cause such shares as to which registration shall have been so requested to be included therein, all to the extent requisite to permit the sale or other disposition by the holder of such shares so registered. (b) Notwithstanding the foregoing, in the event that any registration pursuant to Section 5.1(a) shall be, in whole or in part, an underwritten public offering of Common Stock and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock underlying the Warrant Shares and/or other securities requested to be included in such offering exceeds the amount of securities which can be sold in an orderly manner in such offering within a price range acceptable to the Company without adversely affecting the marketability of the Underwriter offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell or, if such registration, the securities such holders propose to sell, and (ii) second, the shares of Common Stock underlying the Warrant Shares and/or other securities requested be included in such registration, pro rata from among the Holders and all other holders of the Company's securities that have the right to request inclusion of such securities in such registration, according to the number of shares of Common Stock underlying the Warrant Shares, the Warrants and/or Warrant Securities other securities requested by them to be so included. Notwithstanding the opportunity foregoing provisions, the Company may withdraw any registration statement referred to have in this Section 5.1 without thereby incurring any such Warrant Securities registered under such registration statementliability to the Holders. In the event connection with any underwriter underwriting the sale of securities registered registration pursuant to this Agreement covering a public offering by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, each Holder, by acceptance of a Warrant Certificate, hereby appoints Guarantor to act as its Guarantor to negotiate the number terms of any restriction on the right of such securities Holder to sell its Warrant Shares and/or Warrants which shall be allocated pro rata among imposed by the holders managing underwriter for such offering; PROVIDED, HOWEVER, that a majority of Warrants and the holders of other securities entitled to piggyback registration rightsHolders shall approve any terms so negotiated. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to Nothing contained in this Section 5 shall be construed as requiring the (irrespective of whether a written request for inclusion of any such securities shall have been mades) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but exercise their Warrants prior to the effective date initial filing of any registration statement or the effectiveness thereof.

Piggyback Registration. If(i) If prior to the first anniversary of the date hereof the Company proposes (whether at the request of any other person or otherwise) to register any equity security under the Act on any registration form (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 (d) any offering with any debt or preferred stock component, including, but not limited to, an offering of convertible securities, or (e) reclassifications of securities, mergers, consolidations and acquisitions of assets on Form S-4 or any successor thereto) prescribed by the SEC permitting a secondary offering or distribution, the Company shall promptly give to the Holders written notice of such proposal which shall describe in detail the proposed registration and distribution and, upon the written request of any Holder given within 15 days after the date of any such notice, proceed to include in such registration such shares of Registrable Securities as have been requested by any such Holder to be included in such registration. The Company shall in each instance use commercially reasonable efforts to effect the registration under the Act of all Registrable Securities that such Holder or Holders so request to be registered. (ii) If the registration of which the Company gives notices is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to this Section 2(b). In such event, the right of any Holder to registration pursuant to this section shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting, to the extent requested, to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this section, if the managing underwriter determines and advises the Company in writing that, in its opinion, the inclusion of the Registrable Securities with the securities being registered by the Company and other shares of prospective sellers would have a material adverse effect on the distribution of all such securities, then the managing underwriter may limit the number of shares of Registrable Securities and other prospective sellers to be included in the registration and underwriting, on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted by the Company; provided, however, no such reduction may reduce the number of securities being sold by all the holders of securities entitled to registration other than the Company to less than fifteen percent (15%) of the shares being sold in such offering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other holder to the nearest 100 shares. If any Holder or holder of other securities entitled to registration disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter delivered at any time commencing least twenty-one year (21) days prior to the effective date of the registration statement. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to one hundred eighty (180) days after the effective date of the registration statement and expiring four relating thereto. (4iii) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the The Company shall have the right at to terminate or withdraw any time after registration initiated by it shall have given written notice pursuant to under this Section (irrespective of whether a written request for inclusion of any such securities shall have been made2(b) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofeffectiveness of such registration, whether or not any Holder has elected to include securities in such registration.

Piggyback Registration. If, at any (a) Each time commencing one year from the effective date of the Company shall determine to file a registration statement under the 1933 Act (other than pursuant to Section 6.2 hereof and expiring four (4other than on Form S-4, ▇-▇ ▇▇ a registration statement on Form S-1 covering solely any employee benefit plan) years thereafter, in connection with the Company proposes to register proposed offer and sale for money of any of its securities under either for its own account or on behalf of any other security holder, the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant Company agrees to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give promptly written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and its determination to all other Holders of Registrable Securities. Upon the Warrants and/or the Warrant written request of a Holder of any shares of Registrable Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company given within twenty (20) days after the receipt of any such written notice of its or their desire to include any such securities in such proposed registration statementfrom the Company, the Company shall afford each agrees to cause all such Registrable Securities, the Holders of which have so requested registration hereof, to be included in such registration statement and to use its best efforts to cause such registration statement to become effective under the 1933 Act, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Underwriter and such Holders of the Warrants and/or Warrant Registrable Securities the opportunity to have any such Warrant Securities registered under such registration statementbe so registered. In the event any underwriter underwriting that the sale proposed registration by the Company is, in whole or in part, an underwritten public offering of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice request pursuant to this Section (irrespective of whether a written request for inclusion of any 6.3(a) to register Registrable Securities may specify that such securities shall have been madeare to be included in the underwriting (i) to elect not to file any on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters, under such proposed registration statementregistration, or (ii) on terms and conditions comparable to withdraw those normally applicable to offerings of Common Stock in reasonably similar circumstances in the same after event that no shares of Common Stock other than Registrable Securities are being sold through underwriters in such registration. (b) If the filing but prior to registration of which the effective date thereof.Company gives written notice pursuant to

Piggyback Registration. If, at any time commencing one year from after the effective date of the registration statement hereof and expiring four seven (47) years thereafter, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ S-8 or other comparable registration statementa successor form) it will give written notice by delivery in person, registered mailor certified mail (postage prepaid, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, at least thirty (30) days prior to the filing of each such registration statement, to the Holders GKM and to all other Holders of the Warrants and/or the Warrant Securities Shares (the "Registrable Securities") of its intention to do so. If the Holder GKM or other Holders of the Warrants and/or Warrant Securities Shares notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter GKM and such Holders of the Warrants and/or Warrant Securities Shares the opportunity to have any such Warrant Securities Shares registered under such registration statement; PROVIDED HOWEVER, that if GKM and such Holders shall be the only persons exercising such rights to have securities registered under such registration statement, then the Company shall not be obligated to comply with the registration request unless it receives such notice from Holders (including GKM) of fifty percent (50%) or more of the Warrants and/or Warrant Shares. Notwithstanding the foregoing, if, in the case of an underwritten offering by the Company, the managing underwriter of such offering shall advise the Company in writing that, in its opinion, the distribution of the Warrant Shares requested to be included in the registration concurrently with the securities being registered by the Company would adversely affect the market price of such securities by the Company, then the offering and sale of such Warrant Shares shall be delayed for such period, not to exceed ninety (90) days, as such managing underwriter shall request. In the event of a delay as provided in the preceding sentence, the Company shall file such supplements and post-effective amendments, and take any underwriter underwriting such other steps as may be necessary, to permit the proposed offering and sale of securities registered by such registration statement shall limit Shares for a period of ninety (90) days immediately following the number of securities includable in such registration by shareholders of the Company, the number end of such securities shall be allocated pro rata among the holders period of Warrants and the holders of other securities entitled to piggyback registration rightsdelay. Notwithstanding the provisions of this SectionSection 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. IfIf the Company proposes to file a registration statement under the Securities Act with respect to an offering for its own account of any class of its equity securities (other than a registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, at a transaction to which Rule 145 (or any successor provision) under the Securities Act applies or an offering of securities solely to the Company's existing stockholders), then the Company shall in each case give written notice of such proposed filing to the Holders as soon as practicable (but no later than 20 business days) before the anticipated filing date, and such notice shall offer each Holder the opportunity to register such number of shares of Restricted Stock as such Holder may request. Each Holder desiring to have Restricted Stock included in such registration statement shall so advise the Company in writing within 10 business days after the date on which the Company's notice is so given, setting forth the number of shares of Restricted Stock for which registration is requested. If the Company's offering is to be an underwritten offering, the Company shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter or underwriters to permit the Holders of the Restricted Stock requested to be included in the registration for such offering to include such Restricted Stock in such offering on the same terms and conditions as any similar securities of the Company included therein. The right of each Holder to registration pursuant to this Section 2 in connection with an underwritten offering by the Company shall, unless the Company otherwise assents, be conditioned upon such Holder's participation as a seller in such underwritten offering and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Company that either because of (a) the kind of securities that the Company, the Holders and any other persons or entities intend to include in such offering or (b) the size of the offering that the Company, the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares of Restricted Stock to be registered and offered for the accounts of Holders shall be reduced pro rata on the basis of the number of securities requested by such Holders to be registered and offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters (provided that if securities are being registered and offered for the account of other persons or entities in addition to the Company, such reduction shall not be proportionally greater than any similar reductions imposed on such other persons or entities) and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriter's opinion, (x) the Restricted Stock to be included in such registration and offering shall be reduced as described in clause (i) above or (y) if such actions would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will be excluded entirely from such registration and offering. Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the consent of the Company, be transferred in a public distribution prior to the earlier of 90 days (or such other shorter period of time commencing one year from as the managing underwriter may require) after the effective date of the registration statement and expiring four (4) years thereafter, or 150 days after the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to date the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Company, the number of such securities shall be allocated pro rata among the holders Restricted Stock are notified of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofexclusion.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement Registration Period (except in connection with the Conversion Share Registration Rights Agreement and expiring four the Preferred Investor Registration Statement), (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "Proposed Registration") other than a registration statement on Form S-8 or pursuant to Form ▇-▇, ▇-▇ S-4 or any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holders. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then, after inclusion of any such securities shares as to which the Company is as of the date hereof contractually obligated to register the Company shall have been made) be obligated to elect not to file any such proposed include in the registration statement, or to withdraw the same after the filing but on a pro rata basis with other holders of registration rights outstanding prior to the effective date thereofhereof, only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in a registration statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement.

Piggyback Registration. If, at any time commencing one year from the effective date (a) The Company will notify all Holders of the registration statement and expiring four (4) years thereafter, the Company proposes to register any of its securities under the Registrable Securities Act of 1933, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, writing at least thirty (30) 30 days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other business combination or acquisition transactions under Rule 145 of the Securities Act, as amended from time to time, or any successor rule thereto) and will afford each such Holder an opportunity to include in such registration statement, statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to the Holders and to include in any such registration statement all other Holders or any part of the Warrants and/or Registrable Securities (in the Warrant Securities case of its intention to do so. If a Holder) held by it will, within 15 days after the Holder or other Holders of above-described notice from the Warrants and/or Warrant Securities Company, so notify the Company within twenty (20) days after receipt in writing. Such notice will state the intended method of disposition of the securities by such person. If a Holder decides not to include all such securities in any registration statement thereafter filed by the Company, such notice of its or their desire person will nevertheless continue to have the right to include any such securities in any subsequent such proposed registration statementstatement or registration statements as may be filed by the Company with respect to offerings or its securities, all upon the terms and subject to the conditions set forth herein. (b) If the registration statement under which the Company gives notice under this Section 2.2 is for an underwritten offering, the Company shall afford each will so advise the Holders of Registrable Securities as a part of such notice. In such event, the right of any Holder to be included in a registration pursuant to this Section 2.2 will be conditioned upon Holder's participation in such underwriting and the inclusion of such person's securities as described above in the underwriting to the extent provided herein. All such persons proposing to distribute their securities through such underwriting will enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the Underwriter and such Holders Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Companyshares to be underwritten, the number of such securities shall shares that may be included in the underwriting will be allocated on a pro rata among basis based upon the holders number of Warrants and the holders of other securities shares entitled to piggyback be included in such registration between the Holders and any other shareholders to whom the Company hereinafter grants such registration rights. Notwithstanding the provisions foregoing, in no event will the amount of this Sectionsecurities of the selling holders included in the registration be reduced below 20% of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling shareholders, in which event any or all of the securities of Holders may be excluded in accordance with the advice of the Company's underwriters. (c) The Company shall will have the right at to terminate or withdraw any time after registration initiated by it shall have given written notice pursuant to under this Section (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 2.2 prior to the effective date thereofeffectiveness of such registration whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration will be borne by the Company in accordance with Section 2.4.

Piggyback Registration. IfSubject only to any required approval of Gamma Opportunity Capital Partners LP and Bushido Capital Master Fund as to a registration statement filed by the Company covering the resale of securities issued to such investors (which approval the Company shall use best efforts to obtain), if at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereaftertime, the Company proposes shall determine to register any prepare and file with the Commission a registration statement relating to an offering for its own account or the account of its securities others under the Securities Act of 1933any of its equity securities, as amended (the "Act") (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with a merger any acquisition of any entity or pursuant to Form ▇-▇, ▇-▇ business or equity securities issuable in connection with stock option or other comparable registration statement) it will give employee benefit plans (the “Registration Statement”), then the Company shall send to Purchaser written notice by registered mailof such determination and if, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) fifteen days after receipt of any such notice of its or their desire to include any such securities notice, Purchaser shall so request in such proposed registration statementwriting, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by include in such registration statement shall limit the number of securities includable in such registration by shareholders all or any part of the Company, the number of such securities shall be allocated pro rata among the holders of Warrants Note Shares and the holders of other securities entitled Warrant Shares (the “Covered Shares”) Purchaser requests to piggyback registration rightsbe registered subject to customary underwriter cutbacks. Notwithstanding If Purchaser requests that the provisions of this SectionCovered Shares are to be included in the Registration Statement and such Shares are not so included, then the Company shall have be obligated to file a registration statement covering the right at any time after it shall have given resale of the Covered Shares and such other shares of Common Stock issuable upon exercise of Purchaser’s Warrants or owned by Purchaser (collectively, “Registrable Securities”) as Purchaser designates within ninety days of written notice pursuant by Purchaser. The Company shall use its best efforts to this Section (irrespective of whether a written request for inclusion of any have 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 statement declared effective date thereofas soon as practicable.

Piggyback Registration. If, at any time commencing one year from during the effective seven years following the date of the registration statement and expiring four (4) years thereafterthis Agreement, the Company proposes to register prepare and file any registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its securities under the Securities Act of 1933shareholders (in any such case, as amended (the "Act") (other than in connection with a merger merger, acquisition or pursuant to Form ▇-▇S-8 or successor form), ▇-▇ or other comparable registration statement) (for purposes of this Article 7, collectively, a "Registration Statement"), it will give written notice of its intention to do so by registered mailmail ("Notice"), at least thirty (30) business days prior to the filing of each such registration statementRegistration Statement, to the Holders and to all other Holders holders of the Warrants and/or Registrable Securities. Upon the Warrant Securities written request of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of any such notice of its or their desire to the Notice, that the Company include any such securities of the Requesting Holder's Registrable Securities in such the proposed registration statementRegistration Statement, the Company shall afford shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Underwriter Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and such Holders expense and at no cost or expense to the Requesting Holders; provided, however, that if, in the written opinion of the Warrants and/or Warrant Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such registration statement shall limit offering all or a portion of the Registrable Securities which it has been requested to register. If securities are proposed to be offered for sale pursuant to such Registration Statement by other security holders of the Company and the total number of securities includable to be offered by the Requesting Holders and such other selling security holders is required to be reduced pursuant to a request from the managing underwriter (which request shall be made only for the reasons and in the manner set forth above), the aggregate number of Registrable Securities to be offered by Requesting Holders pursuant to such registration Registration Statement shall equal the number which bears the same ratio to the maximum number of securities that the underwriter believes may be included for all the selling security holders (including the Requesting Holders) as the original number of Registrable Securities proposed to be sold by shareholders the Requesting Holders bears to the total original number of securities proposed to be offered by the Requesting Holders and the other selling security holders. If, subsequent to exercise of the Companydemand registration right referred to in Section 7.4 below, any Registrable Securities requested to be included in a Piggyback Registration are not so included because of the number operation of such securities shall be allocated pro rata among the proviso of the first paragraph of this Section 7.3, then the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company such excluded Registrable Securities shall have the right to require the Company, at any time after it shall have given written notice pursuant its expense, to this Section (irrespective of whether a written request for inclusion of any prepare and file another Registration Statement under the Act covering such securities shall have been made) to elect not to file any such proposed registration statementRegistrable Securities, or to withdraw provided that, if the same after the filing but prior to the effective date thereof.underwriter so requests, such

Piggyback Registration. If(a) At any time that the Company proposes to file a Company Registration Statement within three (3) years from the date hereof, plus the aggregate number of days during which the Shelf Registration Statement was not effective or usable pursuant to Section 2.2(d), the Company shall give the Holders written notice of its intention to do so and of the intended method of sale (the "Registration Notice") within a reasonable time prior to the anticipated filing date of the Company Registration Statement effecting such Company Registration. Each Holder may request inclusion of any Restricted Securities in such Company Registration by delivering to the Company, within ten (10) Business Days after receipt of the Registration Notice, a written notice (the "Piggyback Notice") stating the number of Restricted Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Company Registration Statement. The Company shall use its best efforts to cause all Restricted Securities specified in the Piggyback Notice to be included in the Company Registration Statement and any related offering, all to the extent requisite to permit the sale by the Holders of such Restricted Securities in accordance with the method of sale applicable to the other shares of Common Stock included in such Company Registration Statement; provided, however, that if, at any time commencing one year from after giving written notice of its intention to register any securities and prior to the effective date of the registration statement and expiring four (4) years thereafterCompany Registration Statement filed in connection with such registration, the Company proposes shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder of Restricted Securities and, thereupon: (i) in the case of a determination not to register, shall be relieved of its obligation to register any of its securities under the Restricted Securities Act of 1933, as amended (the "Act") (other than in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a merger or delay in registering, shall be permitted to delay registering any Restricted Securities for the same period as the delay in registering such other securities. (b) The Company's obligation to include Restricted Securities in a Company Registration Statement pursuant to Section 2.3(a) shall be subject to the following limitations: (i) The Company shall not be obligated to include any Restricted Securities in a registration statement filed on Form ▇-▇, ▇▇▇▇ ▇-▇ or such other comparable registration statementsimilar successor forms then in effect under the Securities Act. (ii) it will give written notice by registered mail, at least thirty (30) days prior to If a Company Registration Statement involves an underwritten offering and the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify managing underwriter advises the Company within twenty (20) days after receipt of any such notice of in writing that, in its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of the Companyopinion, the number of the Restricted Securities requested to be included in such securities shall Company Registration Statement exceeds the number which can be allocated pro rata among sold in such offering without adversely affecting the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Sectionoffering, the Company will not include any Restricted Securities in such Company Registration Statement, or if some of the requested Restricted Securities can be included in such Company Registration Statement, the Company will only include such number of Restricted Securities which the Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows: (A) first, all securities proposed by the Company to be sold for its own account shall be included in the Company Registration Statement, and (B) second, any Restricted Securities requested to be included in such registration on a pari passu basis with any other securities of the Company which have been afforded registration rights by the right at Company as of the date hereof, or pursuant to the Private Placement. (iii) The Company shall not be obligated to include Restricted Securities in more than two (2) Company Registration Statement(s). (c) No Holder of Restricted Securities may include any time after it shall have given written notice of its Restricted Securities in the Company Registration Statement pursuant to this Section Agreement unless and until such Holder furnishes to the Company in writing, within ten (irrespective 10) Business Days after receipt of whether a written request therefor, such information specified in Item 507 of Regulation S-K under the Securities Act or such other information as the Company may reasonably request for inclusion of use in connection with the Company Registration Statement or Prospectus or preliminary Prospectus included therein and in 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 application to the effective date thereofNASD. Each Holder as to which the Company Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make all information previously furnished to the Company by such Holder not materially misleading.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger or pursuant to Form ▇-▇"Proposed Registration") and (ii) a registration statement covering the sale of all of the Shares is not then effective and available for sales thereof by the Holders, ▇-▇ or other comparable registration statement) it will the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have five (305) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the number of each Shares that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Shares which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter or underwriters thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter or underwriters, marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in such registration statement only such limited portion of the Shares with respect to which each Holder has requested inclusion thereunder as such underwriter or underwriters shall permit. Any exclusion of any such securities Shares shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Shares in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Shares sought to be included by such Holders; provided, however, that the Company shall not exclude any Shares unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Shares; and provided further, that after giving effect to the immediately preceding proviso, any exclusion of Shares shall be made pro rata with holders of other securities having the right to include such securities in the registration statement.

Piggyback Registration. (a) In the event that the Company proposes to file a registration statement permitting the sale of any class of equity securities ("Other Securities") under the Securities Act, in a manner that would permit registration of Registrable Shares for sale for cash to the public under the Securities Act, it shall give prompt written notice to each Holder of its intention to do so and of the rights of such Holder under this Section 3 PROVIDED, HOWEVER, that the Company shall be obligated to provide such notice and the rights described in this Section 3 only if, at the time of filing the registration statement referred to in this sentence, there is not a current effective Registration. Subject to the terms and conditions hereof, such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable Shares as such Holder may request. Upon the written request of any such Holder made within fifteen (15) days after the receipt of the Company's notice (which request shall specify the number of Registrable Shares intended to be disposed of and the intended method of disposition thereof), the Company shall use its reasonable best efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Shares so requested to be registered. (b) If, at any time commencing one year from after giving a written notice of its intention to register any Other 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 the Other Securities, the Company may, at its election, give written notice of such determination to such Holders and expiring four thereupon the Company shall be relieved of its obligation to register such Registrable Shares in connection with the registration of such Other Securities. (4c) years thereafterIf the registration referred to in the first sentence of Section 3(a) is to be an underwritten registration on behalf of the Company, and a nationally recognized investment banking firm selected by the Company advises the Company in writing that, in such firm's good faith view, the inclusion of all or a part of such Registrable Shares in such registration would be likely to have an adverse effect upon the price, timing or distribution of the offering and sale of the Other Securities then contemplated, the Company shall include in such registration: (i) first, all Other Securities the Company proposes to register any of its securities under the Securities Act of 1933sell ("Company Securities"), as amended and (the "Act"ii) (other than in connection with a merger or pursuant to Form ▇-▇second, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior up to the filing full number of each Registrable Shares (including the Holders) held by Holders of Registrable Shares and by holders of other Registrable Shares of the Company which have been granted piggyback registration rights that are requested to be included in such registration statement, to the Holders and to all other Holders in excess of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable Company Securities to be sold in such registration by shareholders offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering in the Company, manner described above; PROVIDED that if such number is less than the full number of such securities Registrable Shares, such number shall be allocated pro rata among such holders (including the Holders) on the basis of the relative number of Registrable Shares (including Registrable Shares) then held by each such holder (with any number in excess of a holder's request being reallocated among the requesting holders in a like manner); and PROVIDED FURTHER that if such investment banking firm advises the Company in writing that less than all of Warrants and such Registrable Shares should be included in such offering, such Holders may withdraw their request for registration of their Registrable Shares under Section 3(a) \1. -------------------- 1/ It being understood that the holders of other securities entitled rights in this Section 3 are subject to prior piggyback registration rights. Notwithstanding rights of certain holders to the provisions extent provided in Section 1.2(b) of this Sectionthe registration rights agreements listed as numbers 2, 4, and 5 in Section 4.15(c) of the Purchase Agreement. (d) The Company shall have the right at not be required to effect any time after it shall have given written notice pursuant to registration of Registrable Shares under this Section (irrespective of whether a written request for inclusion 3 incidental to the registration of any such of its securities shall have been made) to elect not to file any such proposed registration statementin connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or to withdraw the same after the filing but prior to the effective date thereofstock option or other executive or employee benefit or compensation plans.

Piggyback Registration. IfIf the Corporation proposes for any reason to register Primary Shares, Additional Registrable Shares or Other Shares under the Securities Act at any time commencing one year from after the effective date closing of an initial Public Offering of Common Stock (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall give written notice to the Dell Securityholders of its intention to so register such Primary Shares, Additional Registrable Shares or Other Shares at least 30 days before the initial filing of the registration statement and expiring four (4) years thereafterfor such Primary Shares, Additional Registrable Shares or Other Shares and, upon the Company proposes to register any of its securities under the Securities Act of 1933written request, as amended (the "Act") (other than in connection with a merger or pursuant to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company given within twenty (20) 20 days after receipt delivery of any such notice by the Corporation, of its or their desire any Dell Securityholder to include any such securities in such proposed registration statement, the Company Registrable Shares (which request shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit specify the number of securities includable Registrable Shares proposed to be included in such registration by shareholders and shall state the desire of such Dell Securityholder to sell such Registrable Shares in the public securities markets), the Corporation shall use its best efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the Primary Shares, Additional Registrable Shares or Other Shares otherwise being sold in such registration; PROVIDED, HOWEVER, if the managing underwriter advises the Corporation that the inclusion of all of the CompanyRegistrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all of such securities, then the number of Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be included in such securities registration shall be allocated pro rata among included in the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (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.following order:

Piggyback Registration. If, (a) If the Company at any time commencing one year from the effective date of the registration statement and expiring four (4) years thereafter, the Company while Registrable Securities are outstanding proposes to register any of its securities under the Securities Act for sale to the public for its own account or on the demand of 1933, as amended (the "Act") any other holder of contractual registration rights (other than (i) a registration on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) a registration on Form S-4 or any successor form or in connection with an exchange offer, (iii) a registration in connection with a merger securities or rights offering exclusively to the Company's security holders, (iv) a registration in connection with an offering solely to employees of the Company or its affiliates, (v) a registration relating to a transaction pursuant to Form ▇-▇Rule 145 or any other similar rule of the Commission under the Securities Act or (vi) a shelf registration), ▇-▇ or other comparable registration statement) each such time it will give written notice by registered mail, the Holder at least thirty fifteen (3015) days prior to the filing of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities written notice of its intention to do so, and will afford such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder (subject to the subsequent limiting provisions contained in this paragraph). If the Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or other Holders registration statements as may be filed by the Company with respect to offerings of its securities, upon all the terms and conditions set forth herein. Upon the written request of the Warrants and/or Warrant Securities notify Holder given to the Company within twenty (20) days after its receipt of such notice, the Company will, subject to the limits contained in this Section 3, use its best efforts to cause all such Registrable Securities of the Holder (as so requested in such request) to be included in such registration statement; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the 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 can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including the Holder) to a number deemed satisfactory by such managing underwriter; and provided further, that any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such notice of its or their desire contractual, incidental registration rights, (ii) securities held by the Holder and any other Persons having contractual, incidental registration rights (other than those contained in the Existing Agreement) on a pro rata basis, (iii) securities held by any Persons having contractual, incidental registration rights under the Existing Agreement determined on a pro rata basis, and (iv) securities held by any Persons having contractual, demand registration rights under the Existing Agreement that demanded such registration. (b) If the registration pursuant to include any such securities in such proposed registration statementSection 3(a) above relates to an underwritten public offering, the Company shall afford each so advise the Holder as part of the Underwriter and written notice given pursuant to Section 3(a). In such Holders event, the right of the Warrants and/or Warrant Securities the opportunity Holder to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable participate in such registration by shareholders shall be conditioned upon such Holder's participation in such underwriting in accordance with the terms and conditions thereof. Holder hereby agrees that such Holder may not participate in any underwritten offering unless such Holder (i) agrees to sell such Holder's Registrable Securities on the basis provided in the underwriting arrangements applicable to such underwritten offering and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of the Company, the number of underwriting arrangements for such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. underwritten offering. (c) Notwithstanding the provisions of this SectionSection 3, the Company shall have the right at any time after it shall have given written notice to the Holder pursuant to this Section 3(a) (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 effectiveness. The registration expenses of such withdrawn registration shall be borne by the effective date thereofCompany in accordance with Section 5 hereof.

Piggyback Registration. (a) If, at any time commencing one year from during the effective seven years following the date of the registration statement and expiring four (4) years thereafterthis Agreement, the Company proposes to register prepare and file one or more registration statement(s) filed in connection with a public offering covering equity securities of the Company, or any such securities of the Company held by its securities under the Securities Act of 1933, as amended (the "Act") shareholders (other than in connection with an exchange offer, a merger "rights" offering to shareholders, an offering relating to an employee benefit plan, dividend reinvestment plan, an acquisition, a merger, the conversion of any convertible securities, an exchange of a security, or pursuant a stand-by underwriting with respect to Form ▇-▇the call of a warrant, ▇-▇ option, right or other comparable registration statement) convertible security for redemption), (for purposes of this Article 7, collectively, a "Registration Statement"), it will give written notice of its intention to do so by registered mailmail ("Notice"), at least thirty (30) business days prior to the filing of each such registration statementRegistration Statement, to the Holders and to all other Holders holders of the Warrants and/or Registrable Securities or, in the Warrant Securities of event that the Company has not formulated its intention intent to do so. If file such Registration Statement at least thirty (30) calendar days before the Holder or other Holders anticipated filing date of the Warrants and/or Warrant Securities notify Registration Statement, as soon as practicable upon the formation by the Company of such intent. However, no such Notice need be given if the Registration Statement is for an underwritten offering of securities other than equity securities or securities convertible into equity securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of any such notice of its or their desire to the Notice, that the Company include any such securities of the Requesting Holder's Registrable Securities in such the proposed registration statementRegistration Statement, the Company shall afford shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Underwriter 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. The Company shall not be required to honor any such request (i) if, in opinion of counsel to the Company reasonably acceptable to such Holder who wishes to have such Registrable Securities included in such Registration Statement, registration under the Act is not required for the transfer of the Registrable Securities in the manner proposed by such Holder; or (ii) to register in the aggregate fewer than 25,000 Shares held by the Holders. The Company shall permit, or shall use its best efforts to cause the managing underwriter of a proposed offering to permit, the Holders of Registrable Securities requested to be included in the Warrants and/or Warrant Securities registration (the opportunity "Piggy-Back Shares") to have include such Piggy-Back Shares in the proposed offering on the same terms and conditions as applicable to the shares of Common Stock offered by the Company and for the account of any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable in such registration by shareholders of person other than the Company, as the number case may be. (b) Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that, in its opinion, the distribution of all or a portion of the Registrable Securities requested to be included in the Registration Statement concurrently with the shares of Common Stock being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, or for the account of any person or persons other than the Company that have asserted, with respect to such registration, demand registration rights under any other agreement, then such inclusion of Registrable Securities shall be allocated made pro rata among the holders aggregate of Warrants the Registrable Securities for which a proper request was made under this subsection 7.3 and the holders of any other securities entitled properly requested to piggyback be included in the registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice by other holders pursuant to this Section (irrespective of whether a written request for inclusion of piggy-back or incidental registration rights under 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 thereofother agreement.

Piggyback Registration. If, (a) If at any time commencing after the one year from the effective date anniversary of the registration statement and expiring four (4) years thereafter, Closing Date the Company proposes to shall register any of its securities or propose the registration under the Securities Act of 1933, as amended (any shares of Common Stock of the "Act") Company (other than a registration relating solely to the sale of securities to participants in connection with a merger Company employee benefit plan or pursuant a registration on Form S-4 promulgated under the Securities Act or any successor or similar form for registering stock issuable upon a reclassification, business combination involving an exchange of securities, or an exchange offer for securities of the Company or another entity), the Company shall send to Form ▇-▇, ▇-▇ or other comparable registration statement) it will give written notice by registered mailthe record owners of Restricted Registrable Securities, at least thirty (30) 30 days prior to the filing of each such a registration statement, notice of such proposed registration stating the total number of shares proposed to be the Holders and subject of such registration. The Company, subject to all other Holders Section 3(c) hereof, will include in any registration statement filed with the Commission with regard to such proposed registration the number of the Warrants and/or the Warrant Restricted Registrable Securities of its intention specified in writing by any such record owners to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company it within twenty (20) 20 days after receipt of any such notice of its or their desire said notice. Any record owner who participates in the public offering pursuant to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit be entitled to all the benefits of this Agreement in connection with any registration hereunder, except as otherwise provided in this Section 3. The right to registration provided in this Section is in addition to and not in lieu of the registration rights provided in Section 2 hereof. (b) All Registration Expenses in connection with any registration statement contemplated by this Section 3 shall be borne by the Company. (c) Notwithstanding the foregoing, if the managing underwriter or underwriters of such proposed offering advise(s) the Company in writing that in its or their opinion the total amount or kind of securities which the holders of Restricted Registrable Securities, the Company and any other persons or entities intend to include in such offering would reasonably be likely to adversely affect the Company in such offering, then the Company will include in such registration, to the extent of the number of securities includable which the Company is so advised can be sold in such offering, (i) first, the shares of Common Stock that the Company proposes to sell in a primary offering, (ii) second, the Restricted Registrable Securities requested to be registered by the holders thereof pursuant to Section 3(a); PROVIDED, HOWEVER, that if in the written opinion of the managing underwriter or underwriters of such offering the inclusion of all the Restricted Registrable Securities requested to be included in such offering would adversely affect the amount or price of the securities that could be sold by the Company in such offering, then the Restricted Registrable Securities included in such offering shall be determined on a pro rata basis (based on relative holdings of Registrable Securities), and (iii) third, so long as all Restricted Registrable Securities requested to be included in such registration by shareholders pursuant to Section 3(a) have been included in such registration, all other securities of the CompanyCompany proposed to be included in such registration, in accordance with the number of such securities shall be allocated pro rata priorities, if any, then existing among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (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 thereofsecurities.

Piggyback Registration. If, If the Company at any time commencing one year from the effective date of the registration statement and expiring four (4other than pursuant to Paragraph 5.3) years thereafter, the Company proposes to register any of its securities Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of 1933, as amended other security holders or both (the "Act") (other than in connection except with a merger or pursuant respect to Form registration statements on Forms ▇-▇, ▇-▇ or other comparable registration statement) another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders and to all other Holders holders of the Warrants and/or the Warrant Securities outstanding Restricted Stock of its intention so to do sodo. If Upon the Holder or other Holders written request of the Warrants and/or Warrant Securities notify the Company any such holder, given within twenty (20) 20 days after receipt of any such notice notice, to register any of its or their desire to include any such securities in such proposed registration statementRestricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall afford each of have been so requested to be included in the Underwriter and such Holders of securities to be covered by the Warrants and/or Warrant Securities registration statement proposed to be filed by the opportunity to have any such Warrant Securities registered under such registration statementCompany. In the event that any underwriter underwriting the sale of securities registered by such registration statement pursuant to this Paragraph 5.4 shall limit the number of securities includable in such registration by shareholders of be the Company's underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such securities an underwriting may be reduced if and to the extent that the managing underwriter shall be allocated of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein as follows: First, all persons (other than the Company) who have requested shares to be registered and who are not holders of registration rights shall be reduced (to zero, if necessary) in the manner provided by the Company. In the event that the number of shares of stock requested to registered after such reduction shall still be in excess of the number of shares recommended to be registered by the underwriters, then the number of shares shall be further reduced pro rata among according to the number of shares requested by each holder of registration rights to be registered. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Paragraph 5.4 without thereby incurring any liability to the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (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 thereofRestricted Stock.

Piggyback Registration. If, If at any time commencing one year from prior to the effective date that is 180 days after the expiration of the registration statement and expiring four Registration Period, (4i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act of 1933, as amended (the "Act") (other than in connection with the public offering of such shares for cash (a merger "PROPOSED REGISTRATION") other than a registration statement on Form S-8 or pursuant to Form ▇-▇, ▇-▇ S-4 or any successor or other comparable registration statementforms promulgated for similar purposes and (ii) it will a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Holders sell and to all other Holders such Holder's intended method of the Warrants and/or the Warrant Securities of its intention to do sodistribution. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford each of use its best efforts to cause all Registrable Securities which the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement. In the event any underwriter underwriting Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of securities registered by such registration statement shall limit distribution specified in the number of securities includable in such registration by shareholders of the Company, the number request of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this SectionHolder; provided, however, that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section (irrespective 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of any such securities Registrable Securities shall have been made) be made pro rata among the Holders seeking to elect not to file any such proposed include Registrable Securities in a registration statement, or to withdraw the same after the filing but prior in proportion to the effective date thereofnumber of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement.

Piggyback Registration. (a) If, prior to the effectiveness of the Initial Registration Statement or at any time commencing one year from the effective date Initial Registration Statement or a Demand Registration Statement is not effective, any Registrable Securities continue to be Registrable Securities, each time that the Company shall propose the registration under the Act of any shares of Common Stock of the registration statement and expiring four (4) years thereafterCompany, the Company proposes to register any of its securities under the Securities Act of 1933, as amended (the "Act") (other than in connection with a merger registration relating to employee benefit plans, or pursuant to Form ▇-▇, ▇-▇ a corporate reorganization or other comparable transactions under Rule 145, notice of such proposed registration statement) it will give written notice by registered mail, at least thirty (30) days prior stating the total number of shares proposed to be the filing subject of each such registration statement, shall be given to the Holders and of Registrable Securities. The Company will use its best efforts to all other include in any registration statement filed with the Commission with regard to such proposed registration the number of Registrable Securities specified in writing by any such Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify the Company it within twenty (20) 20 days after receipt of said notice, provided that any Holders of any Warrant exercises such of his Warrants within 20 days after receipt of said notice as is necessary to have included in the registration statement the shares of its or their desire Common Stock so specified by him. Any Holder who participates in the public offering pursuant to include such registration statement shall be entitled to all the benefits of this Agreement in connection with any such registration hereunder, except as otherwise provided in this Section 3. The right to registration provided in this Section is in addition to and not in lieu of the registration rights provided in Section 2 hereof. (b) All Registration Expenses, as hereinafter defined, and any transfer taxes incurred by the Holders of Registrable Securities, in connection with the offering of securities in such proposed registration statement, of the Company pursuant to any registration statement filed pursuant to this Section 3, whether or not such registration statement becomes effective under the Act, shall afford each be borne by the Company. Such Holders shall pay all out-of-pocket expenses incurred by them with respect to the registration and sale of the Underwriter shares of Registrable Securities owned by them and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under included in such registration statement. In Notwithstanding the foregoing, in the event the Company fails to file and cause to become effective, and thereafter maintain the effectiveness of, an Initial Registration Statement as provided for in Section 2 above, all Registration Expenses shall be borne by the Company. (c) Notwithstanding anything to the contrary in this Section 3, the Holders of the Registrable Securities shall not be entitled to include in any underwriter underwriting the sale of securities registered by such registration statement shall limit filed pursuant to this Section 3 Registrable Securities to the extent such inclusion would materially and adversely affect the proposed distribution of the Common Stock in respect of which registration was originally to be effected. The number of securities includable Registrable Securities to be included by each Holder shall be allocated in such accordance with Section 3(e), below. (d) The piggyback registration rights provided in this Section 3 may be exercised by shareholders the Holders of Registrable Securities from time to time with respect to any or all registrations under the Act of Common Stock of the CompanyCompany in accordance with the provisions of this Section 3. (e) In any circumstances in which all of the Registrable Securities requested to be included in a registration cannot be so included as a result of limitations on the aggregate number of shares of Registrable Securities that may be so included, the number of such securities shares of Registrable Securities that may be so included shall be allocated among the Holders of Registrable Securities pro rata among on the holders basis of Warrants and the holders number of other securities entitled shares of Registrable Securities that would be held by such Holders, assuming exercise of the Warrants; provided, however, that if any Holder does not request inclusion of the maximum number of shares of Registrable Securities allocated to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice him pursuant to the above-described procedure, then the remaining portion of his allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities which would be held by such Holders, assuming exercise, and this Section (irrespective procedure shall be repeated until all of whether a written request for inclusion the shares of any such securities shall Registrable Securities which may be included in the registration have been made) so allocated. Such allocation shall not operate to elect not reduce the aggregate number of Registrable Securities permitted to file any be included in such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofregistration.

Piggyback Registration. If, at any time commencing one year Commencing 12 months from the effective date closing (the "IPO Closing Date") of the registration statement Company's initial public offering of securities (or such longer period of time as required by the National Association of Securities Dealers, Inc., The Nasdaq Stock Market, Inc. or any other regulatory authority) up to and expiring four (4) years thereafter, including the date that the Holder of the Registrable Securities receives an opinion of counsel to the Company proposes to register any that all Registrable Securities, other than securities held by "affiliates" of its securities under the Company, as such term is defined in Rule 144 of the Securities Act of 1933, as amended 1933 (the "Act"), may be freely traded (without limitation or restriction as to quantity or timing and without registration under the Act) pursuant to Rule 144 of the Act or otherwise (the "Piggyback Registration Period") , if the Company proposes to prepare and file a registration statement (other than in connection a registration statement on Form S-4 or Form S-8) under the Act with a merger the Securities and Exchange Commission (the "SEC") covering equity or pursuant to Form ▇-▇debt securities of the Company, ▇-▇ or other comparable registration statement) it any such securities of the Company held by its shareholders, the Company will give written notice of its intention to do so by registered mailmail ("Notice"), at least thirty (30) 30 business days prior to the filing of each such registration statement, to the Holders and to all other Holders Holders. Upon the written request of a Holder (a "Requesting Holder"), made within 20 business days after the date of the Warrants and/or Notice, that the Warrant Securities of its intention to do so. If the Holder or other Holders Company include any of the Warrants and/or Warrant Requesting Holder's Registrable Securities notify the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford each of the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity use its best efforts to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by cause such registration statement shall limit (a "Piggyback Registration Statement") to be declared effective under the number Act by the SEC so as to permit the public sale of the Requesting Holder's Registrable Securities pursuant thereto, at the Company's sole cost and expense and at no cost or expense to the Requesting Holders; provided, however, that if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the securities includable in being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such registration offering all or a portion of the Registrable Securities which it has been requested to register on a pro rata basis with any other shares of Common Stock held by other shareholders of the Company, Company for which registration rights have been granted prior to the number of such securities shall be allocated pro rata among the holders of Warrants and the holders of other securities entitled to piggyback registration rightsIPO Closing Date. Notwithstanding the provisions of this SectionSection 1, the Company shall have the right right, at any time after it shall have given written notice Notice pursuant to this Section (irrespective of whether a any written request for inclusion of any such securities shall have been madeRegistrable Securities) to elect not to file any such proposed registration statement, Piggyback Registration Statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at If (but without any time commencing one year from the effective date of the registration statement and expiring four (4obligation to do so) years thereafter, the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than ASB) any of its stock or other securities under the Securities Act in connection with the public offering of 1933, as amended (the "Act") such securities (other than a registration relating solely to the sale of securities to current or former employees, officers, advisors, consultants or directors of the Company acting in connection with a merger such capacity or any subsidiary of the Company in each case pursuant to Form ▇-▇, ▇-▇ a stock purchase plan or stock option or stock awards or other comparable similar arrangement approved by the Board of Directors of the Company, a registration statement) it will on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give ASB written notice by registered mail, at least of such registration. Upon the written request of ASB given within thirty (30) days prior to the filing after giving of each such registration statement, to the Holders and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Holder or other Holders of the Warrants and/or Warrant Securities notify notice by the Company within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementaccordance with Section 3.5, the Company shall afford each use its best efforts to cause to be registered under the Act all of the Underwriter Registrable Securities that ASB has requested to be registered on the same terms and conditions as the securities otherwise being sold in such Holders registration. Notwithstanding the foregoing, if a managing underwriter delivers a notice to the Company that the inclusion of the Warrants and/or Warrant all Registrable Securities the opportunity proposed to have any such Warrant Securities registered under such registration statement. In the event any underwriter underwriting the sale of securities registered by such registration statement shall limit the number of securities includable be included in such registration would interfere with the successful marketing (including pricing) of securities proposed to be registered by shareholders of the Company, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering and such securities shall be allocated pro rata among included in such registration in the holders following order: (i) FIRST, the authorized but unissued shares of Warrants Common Stock or shares of Common Stock held by the Company in its treasury and proposed to be registered by the Company; (ii) SECOND, the shares of Common Stock which are held by the holders of other securities entitled to piggyback registration rights. Notwithstanding the provisions of this Section, the Company shall and which have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether a written request for inclusion be included in such underwriting under the terms of any registration rights agreement with the Company and requested to be registered in such securities registration; (iii) THIRD, such number of shares of Common Stock which are held by JHC Limited as shall have been madeyield gross proceeds of $4.3 million, cumulatively, with respect to all registered public offerings, FOURTH, the Registrable Securities requested to be included in such registration and shares offered in such registration by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the former shareholders of CyberDiet, Inc., pro rata, based on the number of shares owned or exercisable by each at the time of such registration; and (iv) FIFTH, the shares of Common Stock requested to elect be included in such registration and which do not to file any such proposed registration statement, or to withdraw constitute the same after Common Stock described in clauses (i)-(iv) above and which are owned by the filing but prior to officers and directors of the effective date thereofCompany.