Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. (a) Each time the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3), the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 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 provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each time If the Company shall determine at any time proposes to file a registration statement register any of its Common Stock under the Securities Act (for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or a registration statement on Form S-1 or Form S-3 covering their then equivalents relating to equity securities to be issued solely an employee benefit plan) in connection with the proposed offer and sale any acquisition of any of its entity or business or equity securities of the same class as the Registrable Securities either for its own account issuable in connection with stock option or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3)employee benefit plans, the Company agrees to each such time it will promptly give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by Holders of its intention to effect such registration. Upon the Company, a written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to include the limits contained in such registration statement any this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Holder, the Company shall include such Registrable Securities in such registration statementAct and qualified for sale under any state blue sky law, all to the extent required to permit the such sale or other disposition by the prospective seller or sellers of the said Registrable Securities to be so registered. (b) If the registration of which Securities; provided, however, that if the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation advised in such underwriting and the inclusion of such Holder’s Registrable Securities writing in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting good faith by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of the Company’s securities being offered in an underwritten public offering in connection with the registration pursuant to this Section 5 advises such registration statement that the amount to be sold by persons other than the Company and (collectively, “Selling Stockholders”) is greater than the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities amount which can be sold in such offering at a price acceptable to offered without adversely affecting the Company, or (ii) would jeopardize the success marketability of the offering, then the Company may reduce the amount offered for the accounts of Selling Stockholders (Aincluding any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the number of securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and other securities proposed held by any Persons having contractual incidental or “piggy back” registration rights pursuant to be included an agreement which is not this Agreement. If there is a reduction in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those or Registrable Securities which are excluded from to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the underwriting by reason aggregate number of the managing underwriter’s marketing limitation and all other shares of Common Stock or Registrable Securities not originally requested to be so included shall not be included held by the holders in each such registrationtranche).

Piggyback Registration. With respect to Holder's right to piggyback on a firm commitment underwriting of the Company securities pursuant to Section 1.1, the parties agree as follows: (a) Each time the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant Pursuant to Section 2 or Section 3)1.1, the Company agrees will (i) promptly give to give prompt the Holder written notice of its determination any registration relating to all Holders a firm commitment public offering of Registrable Securities. In the event that any Company securities; and (ii) include in such Holder delivers registration (and related qualification under blue sky laws or other compliance, unless such expense or terms of such qualification is unreasonable in comparison to the number of securities to be registered in such jurisdiction, as determined in the sole discretion of the Company), and in the underwriting involved therein, all the Securities specified in Holder's written request or requests, mailed in accordance with Section 3.8 herein within fifteen (15) 30 days after the delivery date of such written notice to the Holder by from the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the The right of any Holder to registration pursuant to this Section 3 1.1 shall be conditioned upon such Holder’s 's participation in such underwriting underwriting, and the inclusion of such Holder’s Registrable the Securities in the underwriting shall be limited to the extent provided herein. Holders The Holder and all other holders proposing to distribute their Registrable Securities securities through such underwriting agree to enter into shall (together with the Company and the other Holders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (c) . Notwithstanding any other provision of this Section 5Agreement, if the managing underwriter determines that marketing factors require a limitation of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested shares to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Companyunderwritten, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf may limit some or all of the Company: a. First, to the Company, such Securities that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable and underwriting as follows: the number of Securities which are excluded from that may be included in the registration and underwriting by reason the Holder shall be determined by multiplying the number of shares of Securities of all selling shareholders of the Company which the managing underwriter’s marketing limitation underwriter is willing to include in such registration and all other Registrable underwriting, times a fraction, the numerator of which is the number of Securities not originally requested to be so included shall not be included in such registration and underwriting by the Holder, and the denominator of which is the total number of Securities which all selling shareholders of the Company have requested to have included in such registration and underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder 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 seven days before the effective date. 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 120 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Piggyback Registration. Subject to the terms of this Section 10, if, at any time commencing after the date hereof and expiring seven (a7) Each time years from the effective date, the Company shall determine proposes to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its equity securities of under the same class as the Registrable Securities either for its own account or on behalf of any other security holder Act (other than a registration statement (i) on Form S-8 or any successor form to such form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such form or in connection with any merger, consolidation, acquisition or exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to Section 2 or Section 3Rule 145 of the Act), it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holder of its intention to do so. If Holder notifies the Company agrees to give prompt written within twenty (20) business days after receipt of any such notice of its determination desire to all Holders of Registrable Securities. In the event that include any Warrant Shares held by such Holder delivers to the Company, within fifteen (15) days after the delivery of or Warrant Shares underlying Warrants held by such written notice to the Holder by the Company, a written request to include in such proposed registration statement any Registrable Securities of the Holderstatement, the Company shall include afford any such Registrable Securities in Holder of the opportunity to have any such Warrant Shares held by such Holder or Warrant Shares underlying Warrants held by such Holder, registered under such registration statementstatement (sometimes referred to herein as the "Piggyback Registration"). Notwithstanding the provisions of this Section 10.1, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives shall have the right at any time after it shall have given written notice pursuant to this Section 5(a10.1 (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 for a public offering involving an underwritingunderwritten primary registration on behalf of the Company, and the managing underwriters advise the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 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 provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment their reasonable opinion based upon market conditions the number of Registrable Securities and the other securities requested to be registered (i) included in such registration exceeds the number of Registrable Securities and other securities which that can be sold in such offering at a price acceptable or would impair the pricing of such offering, the Company will include in such registration (i) first, the securities the Company proposes to the Companysell, or (ii) would jeopardize second, up to the success of the offering, then (A) the full number of Registrable Securities and other securities proposed applicable Common Stock requested to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. Firstwith prior or superior piggyback registration rights, (iii) third, the number of applicable Total Warrant Shares requested to be included in such registration, pro rata among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at Warrant Agreements on the time basis of the filing of the registration statement; and b. Last, to the Company, for such number of shares requested by such Holders of Common Stock as may the Warrant Agreements to be included and which, in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason opinion of the managing underwriter’s marketing limitation , can be sold without adversely affecting the price range or probability of success of such offering, and all (iv) fourth, other Registrable Securities not originally requested securities to be so included shall not be included in such registration.

Piggyback Registration. (a) Each If at any time after the date hereof the Company shall determine determines to file a registration statement register under the Securities Act (other than on Form S-4 or Form S-8 or including pursuant to a demand of any security holder of the Company exercising registration statement on Form S-1 or Form S-3 covering solely an employee benefit planrights) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either for its own account or Common Stock (except shares to be registered on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3form that does not permit secondary sales), it shall give to the Company agrees to give prompt Holder written notice of its such determination at least thirty (30) days prior to all Holders of Registrable Securitieseach such filing. In the event that any such Holder delivers to the CompanyIf, within fifteen (15) days after the delivery receipt of such written notice to notice, the Holder by so requests in writing, the Company, a written request to Company shall include in such registration statement (to the extent permitted by applicable regulation) all or any Registrable Securities part of the Holder, 's Common Stock purchasable or purchased from time to time under the Company shall include such Holder's Warrants (the "Registrable Securities") that the Holder requests to be registered. Any Registrable Securities which are included in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a any underwritten public offering involving an underwriting, under this Section 10 will be sold upon such terms as the Company shall so advise the Holders as a part of its written noticemanaging underwriters reasonably request. In such the event the right of that any Holder to registration pursuant to this Section 3 10 shall be conditioned upon such Holder’s participation be, in such underwriting and the inclusion of such Holder’s Registrable Securities whole or in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5part, if the managing underwriter of an underwritten public offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment Common Stock, the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Securities owned by such holders) if and to the extent that number which in the good faith judgment of the managing underwriter can provides a written opinion that such inclusion would materially and adversely affect the marketing of the securities to be sold in such offering at a price acceptable to by the Company and (B) therein provided, however, that such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders shares of Registrable Securities in proportion, as nearly as practicable to shall not be reduced below the respective number of Registrable Securities held by such Holders at the time Holder's pro rata amount of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such total number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registrationunderwriting for the account of any person other than the Company or requesting holders of Registrable Securities. If the requesting Holder disapproves of the terms of such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. The provisions of this Section 10 shall not apply to any securities (x) theretofore effectively registered under the Act, (y) distributed to the public pursuant to Rule 144 (or any similar provisions then in force) or (z) covered by an opinion reasonably satisfactory in form and substance to the Holder desiring to sell securities that the registration thereof is not necessary to permit such sale in the manner intended (in connection with which opinion the Holder shall furnish such information reasonably requested by such counsel). Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 10 without thereby incurring any liability to the Holder of Registrable Securities.

Piggyback Registration. (ai) Each If at any time or from time to time, the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of the same class as the Registrable Securities either securities, for its own account or on behalf the account of any other security holder (of its shareholders, other than a registration Registration relating solely to employee share option plans or pursuant to Section 2 or Section 3)an acquisition transaction on Form S-4, the Company agrees will: (A) provide to give prompt the Purchaser written notice thereof as soon as practicable prior to filing the Registration Statement; and (B) include in such Registration Statement and in any underwriting involved therein, all of its determination to all Holders of the Registrable Securities. In Securities specified in a written request by the event that any such Holder delivers to the Company, Purchaser made within fifteen (15) days after the delivery receipt of such written notice to the Holder by from the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (bii) If the registration of which the Company gives written notice pursuant to Section 5(a) Registration is for a registered public offering involving an underwriting, the Company shall so advise the Holders Purchaser as a part of its the written noticenotice given pursuant to this Section. In such event event, the right rights of any Holder to registration pursuant to this Section 3 the Purchaser hereunder shall be conditioned upon such Holder’s include participation in such underwriting and the inclusion of such Holder’s the Registrable Securities in the underwriting to the extent provided herein. Holders proposing To the extent that the Purchaser proposes to distribute their Registrable Securities its securities through such underwriting agree to enter into underwriting, the Purchaser shall (together with the Company and any other security holders of the other Holders Company 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. (c) . Notwithstanding any other provision of this Section 5Section, if the managing underwriter of an underwritten offering such underwriting determines that marketing factors require a limitation of the number of shares to be offered in connection with such underwriting, the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment managing underwriter may limit the number of Registrable Securities to be included in the Registration and underwriting (provided, however, (a) the Registrable Securities shall not be excluded from such underwritten offering prior to any securities held by officers and directors of the Company or their affiliates, (b) the Registrable Securities shall be entitled to at least the same priority in an underwritten offering as any of the Company's existing security holders, and (c) the Company shall not enter into any agreement that would provide any security holder with priority in connection with an underwritten offering greater than the priority granted to the Purchaser hereunder). The Company shall so advise any of its other security holders who are distributing their securities through such underwriting pursuant to their respective piggyback registration rights, and the other securities requested to be registered (i) exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to that may be included in the offering registration and underwriting shall be reduced to that number which in allocated among the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company Purchaser and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf other security holders of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable practicable, to the respective number amounts of Registrable Securities held by the Purchaser and such Holders other security holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. . If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time Purchaser disapproves of the filing terms of the registration statement; and b. Lastany such underwriting, it may elect to withdraw therefrom by written notice to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those . Any Registrable Securities which are so excluded or withdrawn from the such underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to shall be so included shall not be included in withdrawn from such registrationRegistration.

Piggyback Registration. (a) Each time If the Company shall determine at any time proposes to file a registration statement register any of its Common Stock under the Securities Act (for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or a registration statement on Form S-1 or Form S-3 covering their then equivalents relating to equity securities to be issued solely an employee benefit plan) in connection with the proposed offer and sale any acquisition of any of its entity or business or equity securities of the same class as the Registrable Securities either for its own account issuable in connection with stock option or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3)employee benefit plans, the Company agrees to each such time it will promptly give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by Holders of its intention to effect such registration. Upon the Company, a written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to include the limits contained in such registration statement any this Section 2, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Holder, the Company shall include such Registrable Securities in such registration statementAct and qualified for sale under any state blue sky law, all to the extent required to permit the such sale or other disposition by the prospective seller or sellers of the said Registrable Securities to be so registered. (b) If the registration of which Securities; provided, however, that if the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation advised in such underwriting and the inclusion of such Holder’s Registrable Securities writing in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting good faith by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of the Company’s securities being offered in an underwritten public offering in connection with the registration pursuant to this Section 5 advises such registration statement that the amount to be sold by persons other than the Company and (collectively, “Selling Stockholders”) is greater than the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities amount which can be sold in such offering at a price acceptable to offered without adversely affecting the Company, or (ii) would jeopardize the success marketability of the offering, then the Company may reduce the amount offered for the accounts of Selling Stockholders (Aincluding any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the number of securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and other securities proposed held by any Persons having contractual incidental or “piggy back” registration rights pursuant to be included an agreement which is not this Agreement. If there is a reduction in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those or Registrable Securities which are excluded from to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the underwriting by reason aggregate number of the managing underwriter’s marketing limitation and all other shares of Common Stock or Registrable Securities not originally requested to be so included shall not be included held by the holders in each such registrationtranche).

Piggyback Registration. (ai) Each time If the Company shall determine at any time or from time to time proposes to file a registration statement under the Securities Act with respect to an offering of Shares for cash (x) for the Company’s own account (other than registration statement on Form S-4 or Form S-8 (or a registration statement on Form S-1 any successor or Form S-3 covering solely an employee benefit plansimilar form that may be adopted by the Commission)) in connection with or (y) for the proposed offer and sale account of any holders of its securities of the same class as the Registrable Shares, Options, or Convertible Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3)Warrants and Warrant Shares, then the Company agrees to at each such time shall give prompt written notice of its determination such proposed filing to all Holders each holder of Warrants and to each holder of Registrable Securities. In Securities (but in no event less then 10 Business Days before the event that any anticipated filing date), and such Holder delivers notice shall offer each holder of Warrants and each holder of Registrable Securities the opportunity to register such number of Registrable Securities as the Companysuch holder may request, within fifteen (15) days after the delivery of such written by notice to the Holder by Company within 5 Business Days, on the Company, a written request same terms and conditions as the other Shares to include be included in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredoffering. (bii) If the registration of which the Company gives written notice pursuant to this Section 5(a6(c) is for a an underwritten public offering involving an underwritingoffering, (x) the notice provided by the Company shall so advise the Holders as a part of its written notice. In such event state, (y) the right of any Holder holder of Registrable Securities to registration cause the Company to register such holders’ Registrable Securities pursuant to this Section 3 6(c) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting to the extent provided herein. Holders herein and (z) all holders of Registrable Securities proposing to distribute include their Registrable Securities through such underwriting agree to in the registration shall enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement in customary form for such an underwritten offering with the underwriter or representative(s) of the underwriters selected for such underwriting by the Company. The Company shall have no obligation to consult with or obtain the consent of any holder of Warrants or any holder of Registrable Securities in selecting any underwriters or investment bankers for an offering registered pursuant to this Section 6(c). (ciii) Notwithstanding any other provision of this Section 56(c), if an offering for which the managing underwriter Company gives notice pursuant to Section 6(c)(i) is to be underwritten and the representative(s) of an underwritten the underwriters for the offering in connection with advises the Company that marketing factors require a limitation on the amount of securities to be underwritten, (x) the Company shall so advise all holders of Registrable Securities requesting registration pursuant to this Section 5 advises 6(c) and (y) the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number amount of Registrable Securities and the other securities requested to be registered (i) exceeds offered may be excluded or reduced to the number extent necessary to reduce the total amount of Registrable Securities and other securities which can to be sold included in such offering at a price acceptable to the Company, or (iiamount recommended by such representative(s) would jeopardize the success of the offering, then (A) underwriters; provided that the number amount of Registrable Securities and other securities proposed entitled to be included in the offering registration and underwriting shall be reduced allocated first to that the securities being sold for the Company’s own account (based on the number which of such securities specified in the good faith judgment of notice given by the managing underwriter can be sold in such offering at a price acceptable Company pursuant to Section 6(c)(i)) and then to the Company and Registrable Securities (B) such reduced number shall be allocated: A. If allocated among the registration is on behalf of the Company: a. First, participating holders in proportion to the Company, such that all securities proposed Registrable Securities requested to be registered thereby in such offering). (iv) The Company may withdraw its notice of proposed registration given pursuant to Section 6(c)(i) at any time by or on behalf giving written notice to each holder of the Company are included in the registration statement; b. Next, among all Holders Warrants and each holder of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by whereupon the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in required to cause such registrationproposed registration to be effected.

Piggyback Registration. (ai) Each time If (but without any obligation to do so) following the expiration of the Effectiveness Period the Company shall determine proposes to file register (including for this purpose a registration statement effected by the Company for stockholders other than Holders) any of its capital stock or other securities under the Securities 1933 Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale a fully underwritten firm commitment public offering of any of its such securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant on any form that does not include substantially the same information as would be required to Section 2 or Section 3be included in a registration statement covering the sale of the Registrable Securities), the Company agrees to shall, at such time, give prompt each Holder written notice of its determination to all Holders such registration in accordance with Section 2(f). Upon the written request of Registrable Securities. In the event that any such a Holder delivers to the Company, given within fifteen five (155) days Business Days after the delivery of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statementshall, all subject to the extent required provisions of Section 1(c)(iii), use all commercially reasonable efforts to permit cause to be registered under the sale or other disposition by the prospective seller or sellers Act all of the Registrable Securities that such Holder requests to be so registered. (bii) If The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1(c) prior to the effectiveness of which such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company gives written notice pursuant to in accordance with Section 5(a1(j) is for a public offering involving an underwriting, the hereof. (iii) The Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to not be required under this Section 3 shall be conditioned upon such 1(c) to include any of a Holder’s participation securities in such underwriting and unless such Holder accepts the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with as reasonably agreed upon between the Company and the underwriters selected by the Company (or by other Holders distributing their securities through such underwritingPersons entitled to select the underwriters) and enters into an underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriter or underwriters selected for such underwriting determine in their sole discretion will not jeopardize the success of the offering by the Company. (c) Notwithstanding any other provision . If the total amount of this Section 5securities, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the including Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities Securities, requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold included in such offering at a price acceptable to exceeds the Company, or (ii) would jeopardize amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then (A) the Company shall be required to include in the offering only that number of Registrable Securities that the underwriters determine in their sole discretion will not jeopardize the success of the offering. Any reduction in the number of Registrable Securities and will be made pro rata with the other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is registered on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included third parties in such registrationoffering.

Piggyback Registration. (ai) Each As long as an Investor holds Registrable Securities (as defined below), if at any time or from time to time, the Company shall determine to file a registration statement register any of its securities under the Securities Act of 1933, as amended (other than the “Securities Act”) (except for the registration of securities (x) to be offered pursuant to an employee benefit plan on Form S-8 or pursuant to a registration made on Form S-4 or Form S-8 any successor forms then in effect or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan(y) in connection with a transaction relating solely to the proposed offer and sale of debt or convertible debt instruments), at any time, and the registration form to be used may be used for the registration of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3“Piggyback Registration”), the Company agrees shall: (A) give to give prompt the Investor thirty (30) days written notice of its determination prior to filing the registration statement (the “Piggyback Registration Notice”); and (B) include in such registrations, and in any underwriting involved therein, all Holders of the Registrable Securities. In Securities specified in a written request made by the event that any such Holder delivers to the Company, Investor within fifteen (15) days after the delivery receipt of such written notice to the Holder by from the Company, a written request to include except as set forth in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredsubsection (ii) below. (bii) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a registered public offering involving an underwriting, the Company shall so advise the Holders Investor as a part of its written noticethe Piggyback Registration Notice. In such event event, the right of any Holder the Investor to registration pursuant to this Section 3 shall be conditioned upon such Holderthe Investor’s participation in such underwriting and the inclusion of such Holderthe Investor’s Registrable Securities in the underwriting to the extent provided herein. Holders proposing If the Investor proposes to distribute their Registrable Securities its securities through such underwriting agree to enter into underwriting, it shall (together with the Company and the any other Holders holders distributing their securities through such underwriting) enter into an underwriting agreement in the form agreed to by the Company with the underwriter or underwriters underwriter(s) selected for such underwriting by the Company. (c) . The Investor and its legal counsel shall have the right to review and comment on such underwriting agreement but shall not have any approval rights with respect thereto. Notwithstanding any other provision of this Section 5Agreement, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders determines that marketing factors require a limitation of the Registrable Securities participating in such registration in writing that in its good faith judgment number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise the Investor and the other holders distributing their securities requested through such underwriting pursuant to be registered (i) exceeds a Piggyback Registration, and the number of shares of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to that may be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company registration and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. Firstunderwriting, to the Company, such that after first including all securities proposed to be registered offered and sold by the United States Treasury Department or on behalf of its permitted transferees and by the Company are included in Company, shall be allocated among the Investor and other holders otherwise entitled to registration statement; b. Next, among all Holders of Registrable Securities rights in proportion, as nearly as practicable practicable, to the respective number amounts of Registrable Securities sought to be registered by the Investor and other securities held by such Holders other holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. . If the registration is on behalf Investor disapproves of holders the terms of Common Stock other than any Stockholder Party: a. Firstsuch underwriting, among all participating holders other than any Stockholder Party in the manner determined Investor may elect to withdraw therefrom by written notice to the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (ai) Each time If the Company shall determine at any time or from time to time proposes to file a registration statement under the Securities Act with respect to an offering of Shares for cash (x) for the Company’s own account (other than registration statement on Form S-4 or Form S-8 (or a registration statement on Form S-1 any successor or Form S-3 covering solely an employee benefit plansimilar form that may be adopted by the Commission)) in connection with or (y) for the proposed offer and sale account of any holders of its securities of the same class as the Registrable Shares, Options, or Convertible Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3)Warrants and Warrant Shares, then the Company agrees to at each such time shall give prompt written notice of its determination such proposed filing to all Holders each holder of Warrants and to each holder of Registrable Securities. In Securities (but in no event less then 10 Business Days before the event that any anticipated filing date), and such Holder delivers notice shall offer each holder of Warrants and each holder of Registrable Securities the opportunity to register such number of Registrable Securities as the Companysuch holder may request, within fifteen (15) days after the delivery of such written by notice to the Holder by Company within 5 Business Days, on the Company, a written request same terms and conditions as the other Shares to include be included in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredoffering. (bii) If the registration of which the Company gives written notice pursuant to this Section 5(a6(c) is for a an underwritten public offering involving an underwritingoffering, (x) the notice provided by the Company shall so advise the Holders as a part of its written notice. In such event state, (y) the right of any Holder holder of Registrable Securities to registration cause the Company to register such holders’ Registrable Securities pursuant to this Section 3 6(c) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting to the extent provided herein. Holders herein and (z) all holders of Registrable Securities proposing to distribute include their Registrable Securities through such underwriting agree to in the registration shall enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement in customary form for such an underwritten offering with the underwriter or representative(s) of the underwriters selected for such underwriting by the Company. The Company shall have no obligation to consult with or obtain the consent of any holder of Warrants or any holder of Registrable Securities in selecting any underwriters or investment bankers for an offering registered pursuant to this Section 6(c). (ciii) Notwithstanding any other provision of this Section 56(c), if an offering for which the managing underwriter Company gives notice pursuant to Section 6(c)(i) is to be underwritten and the representative(s) of an underwritten the underwriters for the offering in connection with advises the Company that marketing factors require a limitation on the amount of securities to be underwritten, (x) the Company shall so advise all holders of Registrable Securities requesting registration pursuant to this Section 5 advises 6(c) and (y) the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number amount of Registrable Securities and the other securities requested to be registered (i) exceeds offered may be excluded or reduced to the number extent necessary to reduce the total amount of Registrable Securities and other securities which can to be sold included in such offering at a price acceptable to the Company, or (iiamount recommended by such representative(s) would jeopardize the success of the offering, then (A) underwriters; provided that the number amount of Registrable Securities and other securities proposed entitled to be included in the offering registration and underwriting shall be reduced allocated first to that the securities being sold for the Company’s own account (based on the number which of such securities specified in the good faith judgment of notice given by the managing underwriter can be sold in such offering at a price acceptable Company pursuant to Section 6(c)(i), then to the Company and (B) such reduced number shall be allocated: A. If the holders of Registrable Securities exercising demand registration is on behalf of the Company: a. Firstrights, and, lastly, to the Company, such that all securities proposed other holders of Registrable Securities (allocated among the participating holders in proportion to the Registrable Securities requested to be registered thereby in such offering). (iv) The Company may withdraw its notice of proposed registration given pursuant to Section 6(c)(i) at any time by or on behalf giving written notice to each holder of the Company are included in the registration statement; b. Next, among all Holders Warrants and each holder of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by whereupon the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in required to cause such registrationproposed registration to be effected.

Piggyback Registration. Following that date that is ninety (a90) Each days after the expiration of the Non-Redemption Period, if, at any time thereafter, while any Registrable Shares are outstanding and (except as otherwise permitted by Sections 9(b) and 10) a Registration Statement applicable to Holders under Sections 3(a), 3(b) or 3(c) is not effective, the Company shall determine proposes to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering with respect to an offering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either Common Shares solely for its own account or on behalf of any other security holder cash (other than a registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to Section 2 or Section 3Rule 145 of the Securities Act), for its own account, the Company agrees to shall give prompt written notice of its determination such proposed filing to all the Holders. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable SecuritiesShares as each Holder may request (a "Piggyback Registration"). In the event that any such Holder delivers Subject to the Company, within fifteen (15) days after the delivery provisions of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the HolderSection 4 below, the Company shall include such Registrable Securities in such Piggyback Registration, in the registration statement, and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith all Registrable Shares for which the Company has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been given by the Company to the extent required Holders. Holders of Registrable Shares shall be permitted to permit the sale withdraw all or other disposition by the prospective seller or sellers part of the Registrable Securities Shares from a Piggyback Registration at any time prior to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion effective date of such Holder’s Registrable Securities in the underwriting to the extent provided hereinPiggyback Registration. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and that the Holders total number of the Registrable Securities participating Common Shares requested to be included in such registration in writing that in its good faith judgment by the number of Registrable Securities Holders and the other securities requested to be registered (i) holders under similar registration rights agreements exceeds the number of Registrable Securities and other securities which Common Shares that can be sold in such offering at a price acceptable without impairing the pricing or other commercial practicality of such offering, the Company will include in such registration in the following priority: (i) first, all Common Shares the Company proposes to the Companysell, or (ii) would jeopardize second, up to the success of the offering, then (A) the full number of Registrable Securities and other securities proposed applicable Common Shares requested to be included in the offering shall be reduced such registration by any holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to time, by and among the Company and such holders, and (Biii) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. Firstthird, up to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective full number of applicable Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally Shares requested to be so included shall not be included in such registrationregistration by any Holders and any other holders under similar registration rights agreements with the Company which, in the case of this clause (iii), in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering (with, to the extent necessary, Registrable Shares allocated pro rata among the Holders and such other holders on the basis of the total number of Common Shares requested to be included in such registration by all such holders). If in connection with any registration under this Section 3(d), the Common Shares to be registered will be distributed by or through one or more underwriters, then the Company will make reasonable efforts, upon the request of any Holder requesting registration of Registrable Shares under this Section 3(d), to arrange for such underwriters to include the Registrable Shares of such Holder among the Shares to be distributed by or through such underwriters.

Piggyback Registration. (a) Each From and after the Closing Date and until such time as the Registrable Securities are freely saleable under Rule 144(k) without volume limitations, if the Company shall determine to file proceed with the preparation and filing of a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) Registration Statement in connection with the proposed offer and sale of any of its securities by it or any of the same class as the Registrable Securities either for its own account or on behalf of any other security holder holders (other than a registration pursuant to Section 2 statement on Form ▇-▇, ▇-▇, any successor form thereto or Section 3other limited purpose form), the Company agrees to will give prompt written notice of its determination to all Holders record Investors of the Registrable SecuritiesSecurities at least twenty (20) days prior to filing. In the event that Upon receipt of a written request from any such Holder delivers to within twenty (20) days after receipt of any such notice from the Company, within fifteen (15) days after the delivery of Company will, except as herein provided, cause all the Registrable Securities owned by such written notice Investors to the Holder by the Company, a written request to include be included in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities Registration Statement in such registration statement, all to the extent required order to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) . If the any registration of which the Company gives written notice pursuant to this Section 5(a) is for a public offering involving an underwriting2.2 shall be underwritten in whole or in part, the Company shall so advise cause the Holders Registrable Securities requested for inclusion pursuant to this Section 2.2 to be included in the underwriting on the same terms and conditions as a part of its written noticethe securities otherwise being sold through the underwriters, except to the extent provided in Section 2.2(b) below. In such event the right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the such underwriting to the extent provided hereinin Section 2.2(b) below. Holders All Investors proposing to distribute their Registrable Securities securities through such underwriting agree to enter into shall (together with the Company and the other Holders investors distributing their securities through such underwriting) enter into an underwriting agreement with the underwriter or underwriters selected underwriters' representative for such underwriting by offering; provided that such holders shall have no right to participate in the Company. (c) Notwithstanding any other provision selection of the underwriters for an offering pursuant to this Section 52.2(a). The obligation of the Company under this Section 2.2 shall be unlimited as to the number of Registration Statements to which it applies. Notwithstanding the foregoing, if to the managing underwriter extent that all Registrable Securities are registered on an effective Registration Statement on Form S-3, the Company shall not be required to provide notice to Investors of an underwritten offering the preparation and filing of a registration statement in connection with the registration pursuant to this Section 5 advises the Company proposed nonunderwritten offer and sale of any of its securities and the Holders of the Investors shall not be entitled to include any Registrable Securities participating in on such registration in writing that in its good faith judgment statement. (b) In connection with an underwritten public offering for the number account of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securitiesif, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time opinion of the filing of underwriters' representative market factors (including, without limitation, the registration statement; and b. Last, to the Company, for such aggregate number of shares of Common Stock requested to be registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the registration) require a limitation of the number of shares to be underwritten, the underwriters' representative may exclude some or all Registrable Securities from such registration and underwriting and the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investors have requested inclusion hereunder as may the underwriters shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such holder; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the investors of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually 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 having the right to include such securities in the registration statement. (d) Those Registration Statement. No Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included this Section 2.2(b) shall not be included in such registrationRegistration Statement.

Piggyback Registration. (a) Each If at any time or from time to time, the Company shall determine to file a registration statement under register the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of Common Stock under the same class as the Registrable Securities either Act for its own account or on behalf the account of any other of its security holder (holders, other than a registration pursuant on Form S-8 relating solely to Section 2 an employee benefit plan or Section 3)a registration on Form S-4 relating solely to a transaction under Rule 145 of the Securities Act, the Company agrees will: (i) give to give prompt the initial Warrantholder and each other person or entity who holds all or any portion of this Warrant or the Warrant Shares (collectively with the initial Warrantholder, the “Holders”) written notice of its determination thereof as soon as practicable prior to all Holders of Registrable Securities. In filing the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, but in any event not later than ten (10) days prior to such filing; and (ii) on behalf of all to the extent required to permit the sale or other disposition by the prospective seller or sellers of entities requesting inclusion in such offering, include the Registrable Securities to be so registered. (bas defined in Section 6(b)) If in the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In and may condition such event the right offer on their acceptance of any Holder to registration pursuant to this Section 3 shall be conditioned upon other reasonable conditions (including, without limitation, if such Holder’s participation offering is underwritten, that such requesting holders agree in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree writing to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with customary terms). If the representative of the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment marketing factors require a limitation on the number of Registrable Securities and the other securities requested shares to be registered (i) exceeds underwritten, the number numbers of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed shares to be included in the offering underwriting or registration shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable allocated first to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, second, to the Company, such ’s security holders that all securities proposed triggered the instant registration (the “Triggering Holders”) and thereafter shall be allocated among the Holders and other security holders requesting inclusion in the offering pro rata on the basis of the number of shares each requesting Holder and other security holder requests to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable bears to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such total number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requesting holders that have been requested to be so included shall not be included in such offering (to the extent not included as a Triggering Holder). If a person who has requested inclusion in such offering as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company or the underwriter. The securities so excluded shall also be withdrawn from registration, if applicable.

Piggyback Registration. (a) Each time If, at any time, the Company shall determine determines to file a registration statement register any Common Stock under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with a Public Offering of such securities, the proposed offer and sale Company shall, at each such time, promptly give each Stockholder written notice of such determination no later than 30 days before its intended filing with the SEC. Upon the written request of any Stockholder received by the Company within 10 Business Days after the giving of any such notice by the Company, the Company shall use its securities best efforts to cause to be registered under the Securities Act all of the same class as the Registrable Securities either of such Stockholder that such Holder has requested be registered for its own account or on behalf disposition in accordance with the Company's intended method of any other security holder (other than a registration pursuant disposition as stated in such notice and with the underwriter selected by the Company. If the total amount of Registrable Securities that are to Section 2 or Section 3), be included by the Company agrees to give prompt written notice in such registration exceeds the amount of its determination to all Holders of Registrable Securities. In securities that the event that any managing underwriters reasonably believe can be sold in an orderly manner in such Holder delivers offering within a price range acceptable to the Company, within fifteen (15) days after then the delivery of such written notice to the Holder by the Company, a written request to Company will include in such registration statement any only the number of securities which in the opinion of such underwriters can be sold in the manner described above, in the following order: (i) first, all securities of the Company to be offered for the account of the Company; and (ii) second, the Registrable Securities of the Holderrequested to be included in such registration, the Company shall include (or if necessary, such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 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 provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and pro rata among the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment securities based on the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration). Notwithstanding the foregoing, the Company shall not be obligated to include in an initial Public Offering any Registrable Securities of any Holder if the JWC Holders do not elect to include their Registrable Securities in such a registration. If any of the Holders disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the underwriter prior to the date of pricing such offer. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Piggyback Registration. (a) Each 2.2.1 Subject to the terms hereof, if at any time or from time to time the Company or any shareholder of the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of the same class as the Registrable Securities (except for registration statements relating to employee benefit plans or exchange offers), either for its own account or on behalf the account of any other a security holder (other than a registration pursuant to Section 2 or Section 3)holder, the Company agrees will promptly give to give prompt the holders of Registrable Securities written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers thereof not less than 30 days prior to the Companyfiling of any registration statement; and include in such registration (and any related qualification under Blue Sky laws or other compliance), and in the underwriting involved therein, if any, such Registrable Securities as such holders may request in a writing delivered to the Company within fifteen twenty (1520) days after the delivery holders' receipt of such Company's written notice notice. 2.2.2 The holders of Registrable Securities may participate in any number of registrations until all of the Shares held by holders of Registrable Securities have been distributed pursuant to a registration or until the Holder by Shares are transferable pursuant to Rule 144 under the Company, a written request to include in such Securities Act. 2.2.3 If any registration statement any Registrable Securities of the Holderis an Underwritten Public Offering, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder holders of Registrable Securities to registration pursuant to this Section 3 shall be conditioned upon each such Holder’s holder's participation in such reasonable underwriting arrangements as the Company shall make regarding the offering, and the inclusion of such Holder’s Registrable Securities in the underwriting shall be limited to the extent provided herein. Holders of Registrable Securities and all other shareholders proposing to distribute their Registrable Securities securities through such underwriting agree to enter into shall (together with the Company and the other Holders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (c) . Notwithstanding any other provision of this Section 5Section, if the managing underwriter concludes in its reasonable judgment that the number of an underwritten offering in connection Shares to be registered for selling shareholders (including the holders of Registrable Securities) would materially adversely effect such offering, the number of Shares to be registered, together with the registration pursuant number of Shares of Common Stock or other securities held by other shareholders proposed to this Section 5 advises be registered in such offering, shall be reduced on a pro rata basis based on the number of Shares proposed to be sold by the holders of Registrable Securities as compared to the number of Shares proposed to be sold by all shareholders. If any holder 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 Holders managing underwriter, delivered not less than 10 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 one hundred twenty (120) days after the effective date of the Registrable Securities participating in registration statement relating thereto, or such other shorter period of time as the underwriters may require. 2.2.4 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration in writing that in its good faith judgment whether or not the number holders of Registrable Securities and the other have elected to include securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each time If the Company shall determine at any time (beginning upon (but excluding) the Closing Date) proposes to file a registration statement under the Securities Act register any of its Ordinary Shares (other than on Form S-4 (w) a shelf registration to register Ordinary Shares or Form S-8 or warrants issued to investors in a registration statement on Form S-1 or Form S-3 covering solely an employee benefit planprivate placement (the “PIPE”) in connection with the proposed Business Combination, (x) in a registration under Section 2.3, Section 2.4 or Section 2.5 of this Agreement, (y) a registration on Form F-8 or S-8 or (z) pursuant to Form F-4 or S-4 in connection with a business combination or exchange offer and sale or pursuant to exercise or conversion of any outstanding securities) or to undertake an underwritten public offering of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3an effective Registration Statement (a “Shelf Takedown”), the Company agrees to it shall give prompt written notice of its determination to all Holders of such intention not less than ten (10) days before the anticipated filing date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all Holders the opportunity to register the sale of such number of Registrable SecuritiesShares as such Holders may request in writing. In Upon the event that written request of any such Holder delivers to the Company, given within fifteen (15) days after the delivery receipt of any such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holdernotice, the Company shall include such Registrable Securities in such registration statementor Shelf Takedown all of the Registrable Shares indicated in such request, all so as to permit the extent required disposition of the shares so registered. The Company shall, in good faith, cause such Registrable Shares to be included in such registration or offering and, if applicable, shall use its best efforts to cause the managing underwriter(s) of such registration to permit the Registrable Shares requested by the Holders pursuant to this Section 2.2 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities Shares in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together accordance with the Company and the other Holders distributing their securities through such underwritingintended method(s) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) of distribution thereof. Notwithstanding any other provision of this Section 52.2, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company in writing in good faith that the amount to be sold by persons other than the Company 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 shareholders to a number deemed satisfactory by such managing underwriter, provided that any shares to be excluded shall be determined in the following order of priority: (i) shares held by shareholders other than the Holders, (ii) then, to the extent necessary, shares held by the Holders (other than Catalyst and the Holders EDNCU Holder) pro rata to the respective number of the Registrable Securities participating Shares requested to be included in such registration or Shelf Takedown by such Holders and (iii) then, to the extent necessary, shares held by Catalyst and the EDNCU Holder pro rata to the respective number of Registrable Shares requested to be included in writing such registration or Shelf Takedown by such Holders; and provided, further, that in its good faith judgment any event all Registrable Shares must be included in such registration or Shelf Takedown prior to any other shares of the Company (with the exception of shares to be issued by the Company to the public) and the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed Shares to be included in the offering shall not be reduced to that number which in the good faith judgment below twenty five percent (25%) of the managing underwriter can be sold total number of securities included in such offering at a price acceptable to (divided among the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included Holders participating in the registration statement; b. Next, among all Holders pursuant to the foregoing order of Registrable Securities in proportion, as nearly as practicable priority pro rata to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally Shares requested to be so included shall not be included by each of such Holders). Any Holder may elect to withdraw such Holder’s request for inclusion of Registrable Shares in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of such registrationrequest to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.

Piggyback Registration. (a) Each If at any time the Company shall determine to file propose the filing of a registration statement Registration Statement on an appropriate form under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as Company, but excluding Registration Statements relating to any registration under Section 11.1 or Section 11.2 or to any employee benefit plan or a corporate reorganization, then the Company shall give Purchaser notice of such proposed registration and shall include in any Registration Statement relating to such securities all or a portion of Purchaser’s Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant as Purchaser shall request, by notice given by Purchaser to Section 2 or Section 3), the Company agrees within twenty (20) days after the giving of such notice by the Company, to give prompt written notice of its determination to all Holders of Registrable Securitiesbe so included. In the event that any such Holder delivers to of the Company, within fifteen (15) days after the delivery inclusion of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holderpursuant to this Section 11.3, the Company shall include such Registrable Securities in such registration statement, bear all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration Costs and Expenses of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwritingsuch registration; provided, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 however, that Purchaser shall be conditioned obligated to pay, pro rata based upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities included therein, the underwriters' discounts and compensation. In the other event the distribution of securities requested of the Company covered by a Registration Statement referred to in this Section 11.3 is to be registered underwritten, then the Company's obligation to include Registrable Securities in such Registration Statement shall be subject, at the option of the Company, to the following further conditions: (i) exceeds The distribution for the number account of Registrable Securities Purchaser shall be underwritten by the same underwriters who are underwriting the distribution of the securities for the account of the Company and/or any other persons whose securities are covered by such Registration Statement, and other Purchaser will enter into an agreement with such underwriters containing customary provisions; (ii) If the underwriting agreement entered into with the aforesaid underwriters contains restrictions upon the sale of securities which can be sold in such offering at a price acceptable to of the Company, or (ii) would jeopardize other than the success of the offering, then (A) the number of Registrable Securities and other securities proposed which are to be included in the offering shall be reduced to that number which in proposed distribution, for a period not exceeding one hundred eighty (180) days from the good faith judgment effective date of the managing underwriter can Registration Statement, then such restrictions will be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. Firstbinding upon Purchaser and, to if requested by the Company, such Purchaser will enter into a written agreement to that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statementeffect; and c. Last, among (iii) If the underwriters state in writing that they are unwilling to include any or all other participating holders proposing to register of Purchaser’s securities other than Registrable Securities, in the manner determined proposed offering because such inclusion will materially interfere with the orderly sale and distribution of the securities being offered by the Company. B. If , then the registration is on behalf number of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party Purchaser’s Registrable Securities to be included will be reduced in the manner determined accordance with such statement by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statementunderwriters. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each If, at any time commencing after the date of this Agreement, the Company shall determine proposes to file a registration statement register any of its securities under the Securities Act (other than on Form S-4 or Form S-8 or with the exception of a registration statement on Form S-1 S-8 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities S-4 or subsequent similar forms), either for its own account or on behalf the account of any other security holder of the Company possessing registration rights (other than a registration pursuant to Section 2 or Section 3"Other Stockholders"), it shall give written notice, at least thirty (30) days prior to the Company agrees filing of each such registration statement, to give prompt written notice the Holder and to all other Holders of warrants with registration rights of the opportunity to register the Common Stock underlying such warrants (collectively, "Registrable Securities") of its determination intention to all do so. If the Holder or other Holders of Registrable Securities. In Securities notify the event that any such Holder delivers to the Company, Company within fifteen twenty-one (1521) days after the delivery receipt of any such written notice to the Holder by the Company, a written request of its or their desire to include any such securities in such proposed registration statement any Registrable Securities of the Holderstatement, the Company shall include afford the Holder and such Registrable Securities in other Holders of such securities the opportunity to have any such securities registered under such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a registered public offering involving an underwriting, the Company shall so advise the Holder and such other Holders as a part of its the written noticenotice given pursuant to Section 7.2(a) hereof. In such event the The right of the Holder or any such other Holder to registration pursuant to this Section 3 7.2 shall be conditioned upon such Holder’s their participation in such underwriting and the inclusion of such Holder’s their Registrable Securities in the underwriting to the extent provided hereinhereinafter provided. The Holder and all other Holders proposing to distribute their Registrable Securities securities through such underwriting agree to enter into shall (together with the Company and the other Holders any officer, directors or Other Stockholders 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. (c) . Notwithstanding any other provision of this Section 57.2, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment marketing factors require a limitation or elimination of the number of Registrable Securities and the shares of Common Stock or other securities requested to be registered (i) exceeds underwritten, the underwriter may limit the number of Registrable Securities and shares of Common Stock or other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering registration and underwriting. The Company shall be reduced to 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 number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed are entitled to be registered by or on behalf of the Company are included in the registration statement; b. Nextand underwriting shall be allocated among the Holder and other Holders requesting registration, among all Holders of Registrable Securities in each case, in proportion, as nearly as practicable practicable, to the respective number amounts of Registrable Securities held by securities which they had requested to be included in such Holders registration at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (dc) Those Registrable Securities which are excluded from Notwithstanding the underwriting by reason provisions of this Section 7.2, the managing underwriter’s marketing limitation and all other Registrable Securities Company shall have the right at any time after it shall have given written notice pursuant to Section 7.2(a) hereof (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not originally requested to be so included shall not be included in file any such registrationproposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (a) Each If, at any time commencing after the effective date of the Registration Rights and expiring on the seventh (7th) anniversary of the effective date of the Registration Statement, the Company shall determine proposes to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of under the same class as the Registrable Securities Act, either for its own account or on behalf the account of any other security holder or holders of the Company possessing registration rights ("Other Stockholders") (other than a registration pursuant to Section 2 Form S-4, Form S-8 or Section 3comparable registration statement), it shall give written notice, at least thirty (30) days prior to the Company agrees filing of each such registration statement, to give prompt written notice the Representative and to all other Holders of Warrants, Shares, Underlying Warrants and/or shares of Common Stock issuable upon exercise of the Underlying Warrants (collectively, "Registrable Securities") of its determination intention to all do so. If the Representative or other Holders of Registrable Securities. In Securities notify the event that any such Holder delivers to the Company, Company within fifteen twenty-one (1521) days after the delivery receipt of any such written notice to the Holder by the Company, a written request of its or their desire to include any such securities in such proposed registration statement any Registrable Securities of the Holderstatement, the Company shall include afford the Representative and such Registrable Securities in other Holders of such securities the opportunity to have any such securities registered under such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a registered public offering involving an underwriting, the Company shall so advise the Representative and such other Holders as a part of its the written noticenotice given pursuant to Section 7.3(a) hereof. In such event the The right of the Representative or any such other Holder to registration pursuant to this Section 3 7.3 shall be conditioned upon such Holder’s their participation in such underwriting and the inclusion of such Holder’s their Registrable Securities in the underwriting to the extent provided hereinhereinafter provided. The Representative and all other Holders proposing to distribute their Registrable Securities securities through such underwriting agree to enter into shall (together with the Company and the other Holders any officer, directors or Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company. (c) . Notwithstanding any other provision of this Section 57.3, if the managing representative of the underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 or underwriters advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment marketing factors require a limitation or elimination of the number of Registrable Securities and the shares of Common Stock or other securities requested to be registered (i) exceeds underwritten, the representative may limit the number of Registrable Securities and shares of Common Stock or other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering registration and underwriting. The Company shall be reduced to so advise the Representative and all other Holders of Registrable Securities requesting registration, and the number of shares of Common Stock or other securities that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed are entitled to be registered by or on behalf of the Company are included in the registration statement; b. Nextand underwriting shall be allocated among the Representative and other Holders requesting registration, among all Holders of Registrable Securities in each case, in proportion, as nearly as practicable practicable, to the respective number amounts of Registrable Securities held by securities which they had requested to be included in such Holders registration at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (dc) Those Registrable Securities which are excluded from Notwithstanding the underwriting by reason provisions of this Section 7.3, the managing underwriter’s marketing limitation and all other Registrable Securities Company shall have the right at any time after it shall have given written notice pursuant to Section 7.3(a) hereof (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not originally requested to be so included shall not be included in file any such registrationproposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (a) Each time the The Company shall determine may agree to file register Common Shares in a registration statement for resale by any holder of registration rights, pursuant to a registration rights agreement entered into by it with the Company on or after the date of this Agreement (a “Qualifying Other Holder”) and who is proposing to register Common Shares with an aggregate fair market value as of the time of the initial filing of such registration statement of at least $10,000,000. Upon written request from a Qualifying Other Holder requesting that the Company effect the registration under the Securities Act (other than on Form S-4 of all or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities part of the same class as the Registrable Eligible Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3), the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any held by such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Qualifying Other Holder, the Company shall include such Registrable Securities in such registration statement, all give written notice to the extent required Investors of its intention to permit so register Common Shares at least thirty (30) days before the sale or other disposition by the prospective seller or sellers initial filing of the Registrable registration statement related thereto. The Company shall include in any registration statement filed pursuant to this Article II the Eligible Securities of any Investor (a “Participating Holder”) who has delivered written notice to the Company within ten (10) Business Days of the date of the Company’s receipt of the above-referenced written notice from the Qualifying Other Holder. A notice from a Participating Holder under this Section 2.3 shall specify the number of Eligible Securities to be so registered. (b) If included in the registration statement and the intended method of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, disposition. If the Company shall so advise the Holders as have been advised by a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 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 provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with nationally recognized independent investment banking firm selected by the Company and reasonably acceptable to the other Participating Holders distributing their securities through such underwriting) an underwriting agreement with the to act as lead underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises public offering of securities by the Company that, in such firm’s opinion, a registration of Eligible Securities requested to be registered at that time would materially and adversely affect the Holders scheduled offering of securities, then the Registrable aggregate number of Eligible Securities participating requested to be included in such registration in writing that in its good faith judgment by the Participating Holders and the Qualifying Other Holder(s) shall be reduced pro rata among the Participating Holders and the Qualifying Other Holder(s) according to the total number of Registrable Securities and the other eligible securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the CompanyPersons. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each time the The Company shall determine notify all Holders in writing at least ninety (90) days prior to file a the filing of any registration statement under the Securities Act (other than on Form S-4 or Form S-8 or for purposes of a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale public offering of any of its securities of the same class as 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 transactions under Rule 145 of the Securities Act) and will afford an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3), the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Companyheld by it shall, within fifteen (15) days after the delivery above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such written notice Holder. If a Holder decides not to the Holder include all of its Registrable Securities in any registration statement thereafter filed by the Company, a written request such Holder shall nevertheless continue to have the right to include in such registration statement any Registrable Securities of the Holder, in any subsequent registration statement or registration statements as may be filed by the Company shall include such Registrable Securities in such registration statementwith respect to offerings of its securities, all to upon the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredterms and conditions set forth herein. (b) If the registration of statement under which the Company gives written notice pursuant to under this Section 5(a) 2.3 is for a public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of its written noticeRegistrable Securities. In such event event, the right of any such Holder to be included in a registration pursuant to this Section 3 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities (and, if applicable, any and all other selling shareholders who may be permitted to register shares) through such underwriting agree to shall enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) . Notwithstanding any other provision of this Section 5the Agreement to the contrary, if the managing underwriter determines in good faith that marketing factors require a limitation of an underwritten offering the number of shares to be underwritten, the number of shares that may be included in connection with the underwriting shall be allocated: (A) if such registration pursuant to this Section 5 advises is initiated by the Company with respect to the issuance and sale of new shares by the Company then, first, to the Company; second, to the Holders of on a PRO RATA basis based on the Registrable Securities participating in such registration in writing that in its good faith judgment the total number of Registrable Securities and the other securities requested by each Holder to be registered registered; third, to any stockholder of the Company (iother than a Holder) exceeds on a PRO RATA basis and (B) if such registration is initiated by any person other than the Company, then first to the person initiating such registration; second, to the Company; third, to the Holders on a PRO RATA basis based on the total number of Registrable Securities and other requested by each Holder to be registered. No such reduction shall reduce the securities which can be sold in such offering at a price acceptable to being offered by the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed initiating persons to be included in the offering registration and underwriting; PROVIDED, HOWEVER, that in no event shall be reduced to that number which in the good faith judgment amount of securities of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are selling Holders included in the registration statement; b. Nextbe reduced below thirty percent (30%) of the total amount of securities included in such registration, among unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all Holders of the Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of Holders may be excluded in accordance with the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other immediately preceding sentence. In no event shall shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all any other Registrable Securities not originally requested to be so included shall not selling stockholder be included in such registrationregistration which would reduce the number of shares which may be included by Holders without the written consent of Holders of not less than two-thirds of the Registrable Securities proposed to be sold in the offering.

Piggyback Registration. 2.1.1 Subject to the terms hereof, if: (ai) Each at any time or from time to time the Company or any shareholder of the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of the same class as the Registrable Securities (except for registration statements on Form S-8 or relating to employee benefit plans or exchange offers), either for its own account or on behalf the account of a security holder; and (ii) the Purchaser is the beneficial owner of any other security holder (other than a registration pursuant to Section 2 or Section 3), Registrable Securities; the Company agrees will promptly give to give prompt the Purchaser written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers thereof no less than 10 days prior to the Company, within fifteen (15) days after the delivery filing of such written notice to the Holder by the Company, a written request to any registration statement; and include in such registration statement (and any Registrable Securities of related qualification under blue sky laws or other compliance), and in the Holderunderwriting involved therein, the Company shall include if any, such Registrable Securities as Purchaser may request in such registration statement, all a writing delivered to the extent required to permit the sale or other disposition by the prospective seller or sellers Company within 5 days after Purchaser's receipt of Company's written notice. 2.1.2 The Purchaser may participate in any number of registrations until all of the Registrable Securities held by such Purchaser have been distributed pursuant to be so registereda registration. (b) 2.1.3 If the any registration of which the Company gives written notice pursuant to Section 5(a) statement is for a public offering involving an underwritingUnderwritten Public Offering, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder a Purchaser to registration pursuant to this Section 3 shall be conditioned upon such Holder’s Purchaser's participation in such reasonable underwriting arrangements as the Company shall make regarding the offering, and the inclusion of such Holder’s Registrable Securities in the underwriting shall be limited to the extent provided herein. Holders The Purchaser and all other shareholders proposing to distribute their Registrable Securities securities through such underwriting agree to enter into shall (together with the Company and the other Holders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (c) . Notwithstanding any other provision of this Section 5Section, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that concludes in its good faith reasonable judgment that the number of Registrable Securities and the other securities requested shares to be registered for selling shareholders (iincluding the Purchaser) exceeds would materially adversely effect such offering, the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed Shares to be included in registered, together with the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock or other securities held by other shareholders proposed to be registered in such offering, shall be reduced on a pro rata basis based on the number of Shares proposed to be sold by the Purchaser as compared to the number of shares proposed to be sold by all shareholders. If a Purchaser disapproves of the terms of any such underwriting, it may be included in elect to withdraw therefrom by written notice to the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of Company and the managing underwriter’s marketing limitation and all other , delivered not less than ten days before the effective date. The Registrable Securities not originally requested to excluded by the managing underwriter or withdrawn from such underwriting shall be so included withdrawn from such registration, and shall not be included transferred in a public distribution prior to 120 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. 2.1.4 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration whether or not a Purchaser has elected to include securities in such registration.

Piggyback Registration. (a) Each time If the Company shall determine at any time proposes to file a registration statement register any of its Common Stock under the Securities Act (for sale to the public either for its own account or for the account of another Person other than Holder, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or a registration statement on Form S-1 or Form S-3 covering their then equivalents relating to equity securities to be issued solely an employee benefit plan) in connection with the proposed offer and sale any acquisition of any of its entity or business or equity securities of the same class as the Registrable Securities either for its own account issuable in connection with stock option or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3)employee benefit plans, the Company agrees to each such time it will promptly give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by Holders of its intention to effect such registration. Upon the Company, a written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to include the limits contained in such registration statement any this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Holder, the Company shall include such Registrable Securities in such registration statementAct and qualified for sale under any state blue sky law, all to the extent required to permit the such sale or other disposition by the prospective seller or sellers of the said Registrable Securities to be so registered. (b) If the registration of which Securities; provided, however, that if the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation advised in such underwriting and the inclusion of such Holder’s Registrable Securities writing in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting good faith by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of the Company’s securities being offered in an underwritten public offering in connection with the registration pursuant to this Section 5 advises such registration statement that the amount to be sold by persons other than the Company and (collectively, “Selling Stockholders”) is greater than the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities amount which can be sold in such offering at a price acceptable to offered without adversely affecting the Company, or (ii) would jeopardize the success marketability of the offering, then the Company may reduce the amount offered for the accounts of Selling Stockholders (Aincluding any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the number of securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and other securities proposed held by any Persons having contractual incidental or “piggy back” registration rights pursuant to be included an agreement which is not this Agreement. If there is a reduction in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those or Registrable Securities which are excluded from to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the underwriting by reason aggregate number of the managing underwriter’s marketing limitation and all other shares of Registrable Securities not originally requested to be so included shall not be included held by the holders in each such registrationtranche).

Piggyback Registration. (a) Each time From the date of this agreement until the second anniversary thereof, if the Company shall determine proposes to file a registration statement under the Securities Act with respect to an offering for its own account of any class of security (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 S-4 or Form S-3 covering solely an employee benefit plan) S-8 or successor forms thereto or filed in connection with an exchange offer or business combination or an offering of securities solely to the proposed offer and sale of any of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3Company's existing stockholders), then the Company agrees to shall in each case give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers proposed filing to the CompanyBuyer at least thirty days before the anticipated filing date, within fifteen (15) days after and such notice shall offer the delivery of such written notice to Buyer the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 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 provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing opportunity to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the Company as the Buyer may request. Upon the written request of the Buyer made within twenty days of receipt of such notice, the Company shall use its best efforts to cause the managing underwriter’s marketing limitation underwriter or underwriters of a proposed underwritten offering to permit the Buyer to include such shares in such offering on the same terms and all conditions as any shares of Common Stock of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers a written opinion to the Buyer that the total number of shares which it, the Company and any other Registrable Securities not originally requested persons or entities intend to include in such offering may adversely affect the success or offering price of such offering, then the number of shares to be so included offered for the account of the Buyer shall not be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such registrationoffering to the amount recommended by such managing underwriter (or, if applicable, excluding such shares entirely), provided that if shares are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of shares intended to be offered by the Buyer than the fraction of similar reductions imposed on such other persons or entities other than the Company over the amount of securities they intended to offer. In the event that the registration proposed by the Company is an underwritten primary offering of its securities and the Buyer does not sell its securities to the underwriter of the Company's securities in connection with such offering, the Buyer shall, to the extent permitted by applicable law or regulation, refrain from selling any of its securities during the period of distribution of the Company's securities by such underwriter in the primary offering and the period in which the underwriter participates in the aftermarket and for such additional period requested by the underwriter, provided, however, that the Buyer shall, in any event, be entitled to sell its securities in connection with such registration statement commencing on the 90th day after the effective date of such registration statement.

Piggyback Registration. (a) Each The Company may from time the Company shall to time determine to register for sale shares of Common Stock for its own account, other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a transaction pursuant to Rule 145 promulgated under the Securities Act, or (iii) a registration relating to the Rights Offering, and in connection with such determination, shall file with the SEC a registration statement under the Securities Act to register such Common Stock (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3“Registered Sale”), the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that of such determination, the Company will give to each Holder written notice thereof at least 20 days (but not more than 60 days) prior to the filing of such registration statement, and will include in the Registered Sale (and any such Holder delivers related qualification under blue sky laws or other related compliance) all the Registrable Securities specified by the Holders in their written request or requests to the Company, made within fifteen (15) 15 days after the delivery receipt of such written notice to the Holder by from the Company, a written request to include in such registration statement any Registrable Securities of the Holdersubject, the Company shall include such Registrable Securities in such registration statementhowever, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. marketing limitation set forth in subsection (b) below. If the registration of statement under which the Company gives written notice pursuant to Section 5(aunder this subsection (a) is for a public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part Holders. A Registered Sale, including (if applicable) the form of underwriting agreement to be entered into by the Company, the underwriter(s) and any selling stockholders, shall be on customary terms. The underwriter(s) for an underwritten offering shall be selected by the Company in its written notice. In such event the sole discretion. (b) The right of any Holder to registration pursuant to this Section 3 section shall be conditioned upon such Holder’s participation in such underwriting the Registered Sale and the inclusion of such Holder’s Registrable Securities in the underwriting Registered Sale to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into shall (together with the Company and the other Holders holders distributing their securities through such underwritingthe Registered Sale) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) managing underwriter. Notwithstanding any other provision of this Section 5section, if the managing underwriter determines that marketing factors require a limitation of an underwritten offering in connection with the registration pursuant number of shares to this Section 5 advises be underwritten, the Company and the Holders of managing underwriter may limit the Registrable Securities participating to be included in such registration in writing and underwriting; provided, however, that in its good faith judgment the number of (i) all shares that are not Registrable Securities and are held by other selling stockholders, including, without limitation, persons who are employees or directors of the other Company (or any subsidiary of the Company), shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded, (ii) all securities requested to be registered (i) exceeds included by the Holders shall share pro rata in the number of Registrable Securities shares to be excluded from such registration, such sharing to be based on the respective numbers of shares owned by each stockholder, and other securities which can be sold in (iii) any such offering at a price acceptable to limitation shall not prevent the Company, or (ii) would jeopardize the success of the offering, then (A) the number Holders of Registrable Securities and other securities proposed requesting to be included in the offering shall be reduced such registration from including Registrable Securities representing up to that number which in the good faith judgment 30% of the managing underwriter can be sold in total number of shares registered thereby. In such offering at a price acceptable to event, the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among so advise all Holders of Registrable Securities which would otherwise be registered pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration shall be allocated among the Holders in proportion, as nearly as practicable practicable, to the respective number amounts of Registrable Securities held requested to be included by such Holders at in accordance with subsection (a) above. To facilitate the time allocation of shares in accordance with the above provision, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the filing terms of the Registered Sale, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. If a Holder decides not to include all of its Registrable Securities in any registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined statement filed by the Company. B. If , such Holder shall nevertheless continue to have the registration is on behalf of holders of Common Stock other than right to include any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, any subsequent registration statement as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held may be filed by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in all upon the registration statementterms hereof. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each Following the occurrence of an Event of Default (as defined in the Credit Agreement), if the Partnership shall at any time the Company shall determine propose to file a registration statement under the Securities Act for an offering, or otherwise conduct an offering (whether proposed to be offered for sale by the Partnership or by any Person) of equity securities of the Partnership for cash (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering an offering relating solely to an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3“Piggyback Registration”), the Company agrees Partnership shall give the Administrative Agent notice thereof and shall use its reasonable best efforts to give prompt written notice conduct such offering in a manner which would permit the inclusion of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale offering and include such number or other disposition by the prospective seller or sellers amount of the Registrable Securities to be so registered. (bthe “Included Registrable Securities”) held by each Holder as such Holder requests in writing. If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public proposed offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 2.2(a) shall be conditioned upon an underwritten offering and the Managing Underwriter(s) of such Holder’s participation offering, in such underwriting their good faith opinion, advise the Partnership and the Holders who have made a request in writing to include Registrable Securities, that the inclusion of such Holder’s all or some of the Holders’ Registrable Securities in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company would adversely and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize materially affect the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering Partnership shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold include in such offering at a price acceptable to the Company and (B) such reduced only that number shall be allocated: A. If the registration is on behalf of the Company: a. Firstor amount, to the Companyif any, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securitieswhich, in the manner determined good faith opinion of the Managing Underwriter(s), will not so adversely and materially affect the offering, and the number of Registrable Securities to be included in such offering shall be allocated among the Holders that have requested in writing to have Registrable Securities included in such offering on a pro rata basis based on the number of Registrable Securities requested by each such Holder to be included in such offering. Except as set forth herein, all Registration Expenses of any such registration and offering shall be paid by the CompanyPartnership, without reimbursement by any Holder. B. If (b) Notwithstanding Section 2.2(a), if, at any time after giving written notice of its intention to conduct or facilitate a Piggyback Registration, the registration is on behalf Partnership shall determine for any reason not to conduct or facilitate such Piggyback Registration, the Partnership may, at its election, give written notice of holders of Common Stock other than such determination to the Administrative Agent, if any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in Holder requested the manner determined by the Company and among all Holders inclusion of Registrable Securities in proportionsuch Piggyback Registration, as nearly as practicable and thereupon the Partnership shall be relieved of its obligation to include the Registrable Securities requested to be included by any Holder (but not from its obligation to pay Registration Expenses to the respective number extent incurred in connection therewith). (c) No inclusion of Registrable Securities and other shares in any Piggyback Registration under this Section 2.2 shall relieve the Partnership of Common Stock held by such persons at the time of the filing of its obligations, if any, to effect the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation or facilitate a Shelf Takedown pursuant to Section 2.1 and all other Registrable Securities not originally requested to be so included shall not be included in such registrationSection 2.3.

Piggyback Registration. (a) Each time If the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of the same class as the Registrable Securities either for its own account or on behalf the account of any other security holder (holder, other than a registration pursuant relating solely to Section 2 employee benefit plans, or Section 3)a registration relating solely to a Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company agrees to will: (i) promptly give prompt the Holder written notice of thereof; and (ii) use its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request best efforts to include in such registration statement (and any Registrable Securities related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Warrant Shares specified in a written request or requests, made by the Holder and received by the Company within twenty (20) days after the written notice from the Company described in clause (i) above is mailed or delivered by the Company. Such written request may specify all or a part of the Holder’s Warrant Shares. If a Holder participates in an offering under this Section 11.2, the Company shall include such Registrable Securities in such registration statement, all Holder agrees to sell its Warrant Shares on the extent required to permit same terms as the sale or of other disposition shares of Common Stock in the offering and agree to execute such documents as shall be reasonably requested by the prospective seller Company or sellers of the Registrable Securities to be so registered. (b) its counsel in connection with such offering. If the registration of which the Company gives written notice pursuant to Section 5(a) is for a registered public offering involving an underwriting, the Company shall so advise the Holders Holder as a part of its the written noticenotice given pursuant to this Section. In such event event, the right of any the Holder to registration pursuant to this Section 3 shall be conditioned upon such the Holder’s participation in such underwriting and the inclusion of such the Holder’s Registrable Securities Warrant Shares in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into The Holder shall (together with the Company and the other Holders holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each time If the Company shall determine at any time proposes to file a registration statement under the Securities Act with respect to any class of its equity securities, whether for its own account (other than on Form S-4 or Form S-8 in connection with the Registration Statement contemplated by Section 6(a) or a registration statement on Form S-1 S-4 or Form S-3 covering solely S-8 (or any successor or substantially similar form), or the registration of (A) an employee benefit stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (B) a dividend reinvestment plan) or for the account of an Other Approved Holder (a "Requesting Securityholder"), then the Company shall in connection with each case give written notice of such proposed filing to all Holders at least twenty (20) days prior to the proposed offer and sale anticipated filing date of any such registration statement by the Company, and such notice shall offer to all Holders the opportunity to have any or all of its securities of the same class as the Registrable Securities either for held by such Holders included in such registration statement. Each Holder desiring to have its own account or on behalf of any other security holder (other than a registration pursuant to Registrable Securities registered under this Section 2 or Section 3), 6(b) shall so advise the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, in writing within fifteen (15) days after the delivery date of receipt of such written notice to (which request shall set forth the Holder by the Company, a written request to include in such registration statement any amount of Registrable Securities of the Holderfor which registration is requested), and the Company shall include in such Registration Statement all such Registrable Securities so requested to be included therein on the same terms and conditions as the securities being registered by the Company. Any Holder's request for such inclusion may be withdrawn, in such registration statementwhole or in part, all at any time prior to the extent required to permit effective date of such Registration Statement. Notwithstanding the sale foregoing, if the Managing Underwriter of any such proposed public offering advises the Company in writing that the total amount or other disposition by the prospective seller or sellers kind of the Registrable Securities to be so registered. (b) If the registration of securities which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwritingHolders, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 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 provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Other Approved Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed intend to be included in such proposed public offering is sufficiently large to materially adversely affect the offering success of such proposed public offering, then the amount or kind of securities to be offered for the accounts of Holders and the Other Approved Holders (other than the Requesting Securityholder) shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable pro rata to the Company and (B) such reduced number shall be allocated: A. If extent necessary to reduce the registration is on behalf total amount or kind of the Company: a. First, securities to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registrationproposed public offering to the amount or kind recommended by such Managing Underwriter before the securities offered by the Company or any Requesting Securityholder are so reduced.

Piggyback Registration. (a) Each time If the Company shall at any time determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its equity securities of the same class as Company for sale to the Registrable Securities either public for its own account or for the account of other holders of equity securities of the Company on behalf of any other security holder registration form (other than Form S-4 or S-8 or other successor forms) which permits the inclusion of Registrable Securities held by any Holder (a registration pursuant "Piggyback Registration"), then the Company will promptly give each Holder written notice thereof and, subject to Section 2 or Section 32.1(c), the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to shall include in such registration statement any all Registrable Securities requested to be included therein pursuant to the written requests of Holders received within twenty (20) days after delivery of the Holder, the Company's notice. The Company shall include will use its reasonable best efforts to cause such Registrable Securities as to which registration shall have been requested to be included in such the securities to be covered by the registration statementstatement proposed to be filed by the Company, all to the extent required requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredHolder thereof. (b) If the registration of which the Company gives written notice pursuant Piggyback Registration relates to Section 5(a) is for a an underwritten public offering involving an underwritingoffering, the Company shall so advise the Holders as a part of its in the written noticenotice given pursuant to Section 2.1(a). In such event event, the right of any Holder to participate in such registration pursuant to this Section 3 shall be conditioned upon such Holder’s 's participation in such underwriting in accordance with the terms and conditions thereof. The Board of Directors shall have the inclusion of such Holder’s right to select the managing underwriter(s) for any underwritten Piggyback Registration. All Holders proposing to sell their Registrable Securities in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into underwritten offering shall (together with the Company and the other Holders distributing their securities through such underwritingCompany) enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Companyin customary form. (c) Notwithstanding any other provision of this Section 5, if If such proposed Piggyback Registration is an underwritten offering and the managing underwriter of an underwritten for such offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its their good faith judgment opinion the number of Registrable Securities and the other securities requested to be registered (i) included therein exceeds the number amount of Registrable Securities and other securities which that can be sold in such offering at a price acceptable such that the inclusion of such Registrable Securities would adversely affect marketing of the securities to be sold by the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other any securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to by the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of have priority over any Registrable Securities held by such Holders at Holders, and the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may to be included in by a Holder and other holders of the Company's securities exercising similar piggyback registration rights as the Holders shall be reduced pro rata on the basis of the percentage of the then outstanding Registrable Securities held by each such Holder and all such other holders exercising similar piggyback registration rights. Notwithstanding the provisions of this Section 2.1 and Section 2.5, the Company shall have the right at any time after it shall have given written notice to the Holders pursuant to Section 2.1 (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 filing, but prior to effectiveness. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time and from time to time, it will, prior to such filing, give written notice to all Shareholders of its intention to do so. Upon the written request of a Shareholder or Shareholders, given within twenty (20) days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall determine use its best efforts to file a registration statement cause all Registrable Shares which the Company has been requested by such Shareholder or Shareholder to register to be registered under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3), the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required necessary to permit the their sale or other disposition by in accordance with the prospective seller intended methods of distribution specified in the request of such Shareholder or sellers of Shareholders; provided, however, that the Registrable Securities Company shall have the right to be so registeredpostpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Shareholder. (b) If the registration of for which the Company gives written notice pursuant to Section 5(a2.2(a) is for a registered public offering involving an underwriting, the Company shall so advise the Holders Shareholders as a part of its the written noticenotice given pursuant to Section 2.2(a). In such event event, the right of any Holder Shareholder to include its Registrable Shares in such registration pursuant to this Section 3 2.2 shall be conditioned upon such HolderShareholder’s participation in such underwriting and on the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided terms set forth herein. Holders All Shareholders proposing to distribute their Registrable Securities securities through such underwriting agree to enter into shall (together with the Company Company, Other Holders, and the other Holders any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such the underwriting by the Company. (c) ; provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Shareholders materially greater than the obligations of the Shareholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 52.2, if the managing underwriter determines that the inclusion of an underwritten offering in connection with all shares requested to be registered would adversely affect the registration pursuant to this Section 5 advises offering, the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment may limit the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed Shares to be included in the offering registration and underwriting. The Company shall be reduced to so advise all holders of Registrable Shares requesting registration, and the number of shares that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed are entitled to be registered by or on behalf of the Company are included in the registration statement; b. Nextand underwriting shall be allocated in the following manner. The securities of the Company held by the officers and directors of the Company shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter and then, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Shareholders and Other Holders of Registrable Securities requesting registration in proportion, as nearly as practicable (and subject to a Series A Holder’s rights under Section 2.1(d)), to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.2(a); provided, however, that the number of Registrable Shares permitted to be included therein shall in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason any event be at least 50% of the managing underwriter’s marketing limitation and all other Registrable Securities not originally securities included therein (based on aggregate market values). If any Shareholder or Other Holder would thus be entitled to include more securities than such holder requested to be so included registered, the excess shall not be included allocated among other requesting Shareholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Piggyback Registration. Subject to the provisions of section 7.2, if at ---------------------- any time or from time to time prior to the period which ends one (a1) Each time year following the exercise period of this Option, as specified in Section 1.4 the Company shall determine to file a registration statement under the Securities Act for any sales of Shares of the Common Stock (or any warrants, units, convertible securities, rights or other than on Form S-4 securities linked or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection bundled with the proposed offer and sale any shares of Common Stock register any of its securities of the same class as the Registrable Securities securities), either for its own account or on behalf of any other security holder (otherwise, other than a registration pursuant registrations relating solely to Section 2 securities to be issued by the Company in connection with any acquisition, employee stock option or Section 3)employee stock purchase or savings plan on Form S-4 or S-8 (or successor forms) under the Securities Act, the Company agrees will: (a) Give to give prompt each Holder written notice of its determination (which shall include a list of the jurisdictions in which the Company intends to all Holders of Registrable Securities. In attempt to qualify such securities under the event that any such Holder delivers to the Company, within fifteen applicable blue sky or other state securities laws) no later then thirty (1530) days after before its filing with the delivery of Securities and Exchange Commission; and (b) Include in such written notice to registration and any related qualification under blue sky laws or other compliance, and in any underwriting in connection with the Holder by registrations, all the Company, Registrable Securities specified in a written request to include in or requests, made within such registration statement any thirty (30) day period by Holder or Registrable Securities of the HolderHolders, the Company shall include such Registrable Securities except as set forth in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered.Section 7.1 (c) and 7.2 below (bc) If the registration of which the Company gives written notice pursuant to under Section 5(a7.1 (a) is for a registered public offering involving an underwriting, the Company shall so advise the Registrable Securities Holders as a part of its the written noticenotice under that section. In such event that event, the right of any Registrable Securities Holder to registration pursuant to this Section 3 under such section shall be conditioned upon such Holder’s on the participation in such the underwriting of that Registrable Securities Holder and the inclusion of such that Registrable Security Holder’s 's Registrable Securities in the underwriting to the extent provided hereinin this section. All Registrable Securities Holders proposing to distribute their Registrable Securities securities through such the underwriting agree to enter into (shall, together with the Company and the other Holders distributing their securities through such underwriting) Company, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) . Notwithstanding any other provision of this Section 5section, if the managing underwriter determines in good faith that the inclusion of an underwritten offering in connection with such Registrable Securities would jeopardize the registration pursuant successful sale of such other securities proposed to this Section 5 advises be sold by such underwriter, the underwriter may exclude all Common Stock except that being sold on behalf of the Company and or limit the Holders amount of non-Company Common Stock, in which case the Registrable Securities participating Holders shall be entitled to participate in such registration in writing that in its good faith judgment proportion to their relative holdings of Registrable Securities, provided, if it is not the first registered offering the -------- underwriter may limit the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable registration and underwriting unless (and except and to the Company and extent that) there is included (Bor has previously been included) such reduced number shall be allocated: A. If the in a registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.under this

Piggyback Registration. (a) Each a. The registration rights granted herein may be exercised by a Purchaser on not more than two occasions. If at any time the Company or from time to time, IIS shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of the same class as the Registrable Securities either Common Stock, for its own account or on behalf the account of any of its other security holder (shareholders, other than (X) a registration on Form S-8, or its successor form, relating to employee benefit plans, (Y) a registration on Form S-4, or its successor form, relating to a transaction of the type specified in paragraph (a) of SEC Rule 145, a merger in which the applicable state law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired, an exchange offer for securities of the issuer or another entity or any combination of the foregoing or relating to the or resale of any such securities acquired pursuant to Section 2 such a registration statement, or Section 3)(Z) a transaction relating solely to the sale of debt, convertible debt or convertible preferred instruments, which does not include substantially the Company agrees same information as would be required to give prompt written notice of its determination to all Holders be included in a registration statement covering the sale of Registrable Securities, IIS will: i. give Purchasers written notice thereof as soon as practicable prior to filing the registration statement; and ii. In include in such registration and in any underwriting involved therein, all the event that any such Holder delivers to the CompanyRegistrable Securities specified in a written request or requests, made within fifteen (15) days after the delivery receipt of such written notice to the Holder from IIS by the CompanyPurchasers, a written request to include except as set forth in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredSubsection 5.b. below. (b) b. If the registration of which the Company gives written notice pursuant to Section 5(a) is for a registered public offering involving an underwriting, the Company IIS shall so advise the Holders Purchasers as a part of its the written noticenotice given pursuant to Subsection 5.a.i. In such event event, the right of any Holder Purchasers to registration pursuant to this Section 3 5 shall be conditioned upon such Holder’s Purchasers' participation in such underwriting and the inclusion of such Holder’s Purchasers' Registrable Securities in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company Purchasers, IIS and the any other Holders holders of securities of IIS distributing their securities through such underwriting) underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) IIS. Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders determines that marketing factors require a limitation of the Registrable Securities participating in such registration in writing that in its good faith judgment number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting. IIS shall so advise Purchasers and any other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to those granted hereunder, and the other securities requested to be registered (i) exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to that may be included in the offering registration and underwriting shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in allocated among Purchasers and all such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities other holders in proportion, as nearly as practicable practicable, to the respective number amounts of Registrable Securities held by Purchasers and such Holders other holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. . If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time holder disapproves of the filing terms of the registration statement; and b. Lastany such underwriting, such holder may elect to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting withdraw therefrom by reason of written notice to IIS and the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each If, at any time when there are Registrable Securities then outstanding, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than a registration statement relating to a rights offering or on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or a registration statement on Form S-1 their then equivalents relating to equity securities to be issued solely in connection with any acquisition of or Form S-3 covering solely an employee benefit plan) merger with any entity or business or equity securities issuable in connection with the proposed offer Company’s equity incentive or other employee benefit plans), and sale of any of its securities even if there is such an effective Registration Statement covering all of the same class as Registrable Securities, in the Registrable Securities either event that such offering for its own account or on behalf the account of any other security holder (other than a registration pursuant others is to Section 2 or Section 3)be underwritten, then the Company agrees shall deliver to give prompt each Holder a written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Companydetermination, and if, within fifteen ten (1510) days after the date of the delivery of such written notice to notice, any such Holder shall so request in writing, the Holder by the Company, a written request Company shall use its commercially reasonable efforts to include in such registration statement all or any part of any Registrable Securities of the Holder, the such Holder requests to be registered. The Company shall have the right to postpone, terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include such Registrable Securities securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredregistration. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the The right of any Holder to registration pursuant to this Section 3 2.2 in connection with an underwritten offering 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 provided herein. Holders Each Holder proposing to distribute their Registrable Securities its securities through such underwriting agree to enter into shall (together with the Company and the other Holders holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement with the underwriter or underwriters managing underwriter(s) selected for such underwriting by the Company or other holder of securities having the right to select such managing underwriter(s) (such underwriting agreement to be in the form negotiated by the Company. (c) ). Notwithstanding any other provision of this Section 52.2, if the managing underwriter or underwriters of an a proposed underwritten offering in connection with the registration pursuant respect to this Section 5 advises the Company and the which Holders of the Registrable Securities participating in such have exercised their piggyback registration rights advise the Board in writing that in its or their good faith judgment opinion the number of Registrable Securities and the other securities requested to be registered (i) included in the offering thereby and all other securities proposed to be sold in the offering exceeds the number of Registrable Securities and other securities which can be sold in such underwritten offering at a price acceptable without adversely affecting the success of such offering, in light of market conditions, the Registrable Securities and such other securities to be included in such underwritten offering shall be allocated, (i) first, up to the total number of securities that the Company has requested to be included in such registration, if such registration has been initiated by the Company, or that any other holder of securities has requested to be included in such registration, if such registration has been initiated by such other holder, and (ii) would jeopardize second, and only if all the success of the offeringsecurities referred to in clause (i) have been included, then (A) the number of Registrable Securities and all other securities proposed to be included in such offering by Holders and other holders with registration rights (pro rata based upon the offering number of securities that each of them shall have so requested to be reduced to that number which included in such offering) that, in the good faith judgment opinion of the managing underwriter or underwriters, can be sold in without having such offering at a price acceptable adverse effect. If any Holder 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 (Bprovided that, if the managing underwriter(s) have provided such reduced number Holder with written notice of the date on which the applicable Registration Statement will become effective no later than five (5) Business Days prior to such effectiveness date, such Holder’s written notice of such election must be given at least two (2) Business Days prior to effectiveness of the applicable Registration Statement). Any securities excluded or withdrawn from such underwriting shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded withdrawn from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (ai) Each If at any time or from time to time when any registration statement referred to in Section 2(a) is not effective, the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of the same class as the Registrable Securities either securities, for its own account or on behalf the account of any other security holder (of its stockholders, other than a registration relating solely to employee share option plans or pursuant to Section 2 or Section 3)an acquisition transaction on Form S-4, the Company agrees will: (A) provide to give prompt the Stockholders written notice thereof as soon as practicable prior to filing the registration statement; and (B) include in such registration and in any underwriting involved therein, all of its determination to all Holders of the Registrable Securities. In Securities specified in a written request by the event that any such Holder delivers to the Company, Stockholders made within fifteen (15) days after the delivery receipt of such written notice to the Holder by from the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (bii) If the registration of which the Company gives written notice pursuant to Section 5(a) Registration is for a registered public offering involving an underwriting, the Company shall so advise the Holders Stockholders as a part of its the written noticenotice given pursuant to this Section. In such event event, the right rights of any Holder to registration pursuant to this Section 3 the Stockholders hereunder shall be conditioned upon such Holder’s include participation in such underwriting and the inclusion of such Holder’s the Registrable Securities in the underwriting to the extent provided herein. Holders proposing To the extent that a Stockholder proposes to distribute their Registrable Securities its securities through such underwriting agree to enter into underwriting, such Stockholder shall (together with the Company and any other securityholders of the other Holders Company 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. (c) . Notwithstanding any other provision of this Section 5Section, if the managing underwriter of an underwritten offering such underwriting determines that marketing factors require a limitation of the number of shares to be offered in connection with such underwriting, the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment managing underwriter may limit the number of Registrable Securities to be included in the registration statement and underwriting (provided, however, that (a) the Registrable Securities shall not be excluded from such underwritten offering prior to any securities held by officers and directors of the Company or their affiliates, (b) the Registrable Securities shall be entitled to at least the same priority in an underwritten offering as any of the Company’s existing securityholders, and (c) the Company shall not enter into any agreement that would provide any securityholder with priority in connection with an underwritten offering greater than the priority granted to the Stockholders hereunder). The Company shall so advise any of its other securityholders who are distributing their securities through such underwriting pursuant to their respective piggyback registration rights, and the other securities requested to be registered (i) exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to that may be included in the offering registration and underwriting shall be reduced to that number which in allocated among the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company Stockholders and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf other securityholders of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable practicable, to the respective number amounts of Registrable Securities held by the Stockholders and such Holders other securityholders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. . If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time disapproves of the filing terms of the registration statement; and b. Lastany such underwriting, it may elect to withdraw therefrom by written notice to the Company, for . Any Registrable Securities so excluded or withdrawn from such number of shares of Common Stock as may underwriting shall be included in the withdrawn from such registration statement. (di) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included The Company shall not be included required to give notice to the Stockholders in such registrationaccordance with this Section 2(b) or include the Registrable Securities in any registration referred to in this Section 2(b) if the registration referred to in Section 2(a) hereof is effective.

Piggyback Registration. (a) Each time In the Company shall determine event that Parent proposes to file conduct for its own account a registered offering for cash of Shares or other voting equity securities or files a registration statement or registration statements therefor under Applicable Securities Laws (as defined below), other than a registration statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a registration statement under the Securities Act of 1933, as amended (other than the “Securities Act”) on Form S-4 (or Form S-8 similar form that relates to a transaction subject to Rule 145 under the Securities Act or a registration statement on Form S-1 or Form S-3 covering solely any successor rule thereto), (iii) for an employee benefit plan) in connection with the proposed offer and sale offering of any of its debt that is convertible into voting equity securities of the same class Company, or (iv) for a dividend reinvestment plan, Executive shall have the right, subject to the Board’s good faith discretion described below, to include as part of such registration, up to a pro rata portion of Executive’s fully-diluted vested equity securities in the Registrable Securities either Parent in such registered offering and any applicable registration statement filed for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3)the purpose thereof. Notwithstanding the foregoing, the Company agrees Executive’s right to give prompt written notice participate in any such registered offering and the number of its determination Executive’s equity securities in the Parent that may be offered thereunder, if any, shall be subject to all Holders of Registrable Securities. In the Board’s good faith discretion, and in the event that the Board determines (including upon the good faith advice of any managing underwriter(s) for such Holder delivers offering), that the dollar amount or number of equity securities that Parent desires to sell, taken together with Executive’s equity securities in Parent that Executive desires to sell, exceeds the Companymaximum dollar amount or maximum number of equity securities that can be sold in the offering without adversely affecting the proposed offering price, within fifteen (15) days after the delivery timing, the distribution method, or the probability of success of such written notice to offering, then the Holder Board may reduce the number of Executive’s equity securities in Parent that may be included in such offering by the Company, a written request minimum amount necessary to include in avoid such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredadverse consequences. (b) If the In connection with any registration of statement in which the Company gives written notice pursuant Executive is participating, Executive shall furnish (or cause to Section 5(abe furnished) is to Parent in writing such information as Parent reasonably requests for a public offering involving an underwritinguse in connection with any such registration statement or prospectus and, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 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 provided herein. Holders proposing permitted by law, shall indemnify Parent, its directors, officers, agents and employees, each person, if any, who controls Parent within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to distribute their Registrable which any of them may become subject under the Securities through Act, the Exchange Act or otherwise, arising from (i) information furnished by or on behalf of Executive in writing, for specific inclusion in such underwriting agree registration statement or that relates to enter into Executive or Executive’s proposed method of distribution of registered securities and was reviewed and approved in writing by Executive expressly for use in such registration statement or (together with the Company and the other Holders distributing their ii) sales by Executive of registered securities through after Parent has advised Executive in writing that such underwriting) an underwriting agreement with the underwriter registration statement may no longer be used due to a material misstatement or underwriters selected for such underwriting by the Companyomission. (c) Notwithstanding In order to participate in any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration or other offering for equity securities of Parent pursuant to this Section 5 advises the Company a registration initiated by Parent hereunder, Executive (and the Holders of the Registrable Securities any applicable affiliate participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered offering) (i) exceeds agrees to sell such person’s or entity’s securities on the number of Registrable Securities basis provided in any underwriting, sales, distribution or placement arrangements approved by Parent and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success agrees to complete and execute all customary questionnaires, powers of the offeringattorney, then (A) the number of Registrable Securities indemnities, lock-up agreements, underwriting or other agreements and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock customary documents as may be included reasonably required under the terms of such underwriting, sales, distribution or placement arrangements; provided that Executive shall only be subject to the lock-up restrictions set forth in any such agreements if the registration statementdirectors and officers of Parent are subject to a similar obligation and the length of any lock-up obligation for Executive shall be no longer than the shortest lock-up of any such directors and officers. (d) Those Registrable For purposes of this Agreement, the term “Applicable Securities which are excluded from the underwriting by reason Laws” means all applicable securities laws of the managing underwriterUnited States and/or Canada, including without limitation, the Securities Act, the Exchange Act and any blue sky or other state securities laws in the United States, and the applicable rules and regulations of the Canadian Securities Exchange and/or any other United States or Canadian stock exchange on which the Parent’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registrationequity securities are then listed or traded.

Piggyback Registration. (a) Each 3.1 Subsequent to the Merger but prior to the two year anniversary of the Effective Date, each time the Company shall determine Vapor proposes for any reason to file a registration statement register any of its common stock under the Securities Act of 1933 (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan“Securities Act”) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities common stock for money, either for its own account or on behalf of any other security holder (a “Proposed Registration”), other than pursuant to a registration pursuant to Section 2 statement on Form S-4 or Section 3)S-8, the Company agrees to Vapor shall promptly give prompt written notice of its determination such Proposed Registration to all Holders the Purchaser and shall offer the Purchaser the right to request inclusion of shares of common stock underlying or issued upon exercise of the Note (the “Registrable Securities”) in the Proposed Registration. The Purchaser shall have 10 days from the receipt of such notice to deliver to Vapor a written request specifying the number of Registrable Securities. Securities the Purchaser intends to sell in the Proposed Registration and the Purchaser’s intended method of disposition. 3.2 In the event that any such Holder delivers to the CompanyProposed Registration by Vapor is, within fifteen (15) days after in whole or in part, an underwritten public offering, Vapor shall so advise the delivery Purchaser as part of such the written notice given pursuant to Section 3.1, and any request under Section 3.1 must specify that the Holder by Purchaser’s Registrable Securities be included in the Companyunderwriting on the same terms and conditions as the shares of common stock, if any, otherwise being sold through underwriters under such registration. 3.3 Upon receipt of a written request pursuant to include in such registration statement any Registrable Securities of the HolderSection 3.1, the Company Vapor shall include promptly use commercially reasonable efforts to cause all such Registrable Securities held by the Purchaser to be registered under the Securities Act (and included in such registration statementany related qualifications under blue sky laws or other compliance), all to the extent required to permit the sale or other disposition by as set forth in the prospective seller or sellers of Proposed Registration. 3.4 In the Registrable Securities event that the offering is to be so registered. (b) If an underwritten offering, if the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 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 provided herein. Holders proposing Purchaser proposes to distribute their its Registrable Securities through such underwriting agree underwritten offering, then the Purchaser agrees to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by Vapor. Notwithstanding the Company. (c) Notwithstanding any other provision of this Section 5foregoing, if the in its good faith judgment, Purchaser or managing underwriter of an underwritten offering determines and advises in connection with writing that the registration pursuant to this Section 5 advises the Company and the Holders inclusion of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the underwritten public offering, together with any other issued and outstanding shares of common stock proposed to be included therein by holders other than the Purchaser would interfere with the successful marketing of such securities, then the number of the Purchaser’s Registrable Shares to be included in such underwritten public offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company Vapor and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter. 3.5 Vapor’s marketing limitation obligations under Section 3 are subject to the Purchaser promptly supplying to Vapor the necessary information with respect to the Purchaser, its beneficial ownership of Vapor common stock and all other Registrable Securities not originally requested to be so included shall not be included in such registrationits proposed plan of distribution.

Piggyback Registration. (a) Each time the Company shall determine determines to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its equity securities for the account of the same class as the Registrable Securities either for its own account or on behalf a holder of any other security holder Common Stock (other than a registration pursuant solely to Section 2 implement an employee benefit plan or Section 3a transaction to which Rule 145 under the Securities Act is applicable), the Company agrees shall (i) promptly give to give prompt each Investor written notice thereof, and (ii) include in the registration, and in any underwritten offering made in connection therewith, the Registerable Securities of its determination the Investors specified in any written requests given to all Holders of Registrable Securities. In the event that Company by any such Holder delivers Investor desiring to participate in the Company, registration and offering within fifteen five (155) days after the delivery date of such written the Company's notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredInvestors. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving in connection with an underwritingunderwritten offering, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder Investor to registration pursuant to this Section 3 shall be conditioned upon such Holder’s the Investor's participation in such the underwriting and the inclusion of such Holder’s Registrable the Investor's Registerable Securities in the underwriting to the extent provided hereinunderwriting. Holders All Investors proposing to distribute their Registrable Registerable Securities through such the underwriting agree to enter into (together with the Company and the any other Holders shareholders distributing their securities through such the underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) . Notwithstanding any other provision of this Section 58.2, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that determines in its good faith judgment sole discretion that marketing factors require a limitation of the number of Registrable Securities and the other securities requested shares to be registered (i) exceeds underwritten, the underwriter may limit the number of Registrable Registerable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced registration and underwriting. If necessary, the Registerable Securities to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable and underwriting will be allocated among all Investors who have elected to participate therein and other shareholders who have been given the right to participate therein, proportionately, based upon the number of shares of Registerable Securities which are excluded held by each participating shareholder. Subject to the terms and conditions of the underwriting agreement, any participating shareholder may elect at any time to withdraw from the registration and underwriting by reason of written notice to the managing underwriter’s marketing limitation Company, the underwriter and all the other Registrable Securities not originally requested to be so included shall not be included in such registrationparticipants.

Piggyback Registration. (ai) Each time If the Company shall determine at any time or from time to time proposes to file a registration statement under the Securities Act with respect to an offering of Shares for cash (x) for the Company’s own account (other than registration statement on Form S-4 or Form S-8 (or a registration statement on Form S-1 any successor or Form S-3 covering solely an employee benefit plansimilar form that may be adopted by the Commission)) in connection with or (y) for the proposed offer and sale account of any holders of its securities of the same class as the Registrable Securities either for its own account Shares, Options, or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3)Convertible Securities, then the Company agrees to at each such time shall give prompt written notice of its determination such proposed filing to all each Warrant Holders and to each holder of Registrable Securities. In Securities (but in no event less than 10 Business Days before the event that any anticipated filing date), and such Holder delivers notice shall offer each Warrant Holders and each holder of Registrable Securities the opportunity to register such number of Registrable Securities as the Companysuch holder may request, within fifteen (15) days after the delivery of such written by notice to the Holder by Company within 5 Business Days, on the Company, a written request same terms and conditions as the other Shares to include be included in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredoffering. (bii) If the registration of which the Company gives written notice pursuant to this Section 5(a6(b) is for a an underwritten public offering involving an underwritingoffering, (x) the notice provided by the Company shall so advise the Holders as a part of its written notice. In such event state, (y) the right of any Holder holder of Registrable Securities to registration cause the Company to register such holders’ Registrable Securities pursuant to this Section 3 6(b) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting to the extent provided herein. Holders herein and (z) all holders of Registrable Securities proposing to distribute include their Registrable Securities through such underwriting agree to in the registration shall enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement in customary form for such an underwritten offering with the underwriter or representative(s) of the underwriters selected for such underwriting by the Company. The Company shall have no obligation to consult with or obtain the consent of any Warrant Holders or any holder of Registrable Securities in selecting any underwriters or investment bankers for an offering registered pursuant to this Section 6(b). (ciii) Notwithstanding any other provision of this Section 56(b), if an offering for which the managing underwriter Company gives notice pursuant to Section 6(b)(i) is to be underwritten and the representative(s) of an underwritten the underwriters for the offering in connection with advises the Company that marketing factors require a limitation on the amount of securities to be underwritten, (x) the Company shall so advise all holders of Registrable Securities requesting registration pursuant to this Section 5 advises 6(b) and (y) the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number amount of Registrable Securities and the other securities requested to be registered (i) exceeds offered may be excluded or reduced to the number extent necessary to reduce the total amount of Registrable Securities and other securities which can to be sold included in such offering at a price acceptable to the Company, or (iiamount recommended by such representative(s) would jeopardize the success of the offering, then (A) underwriters; provided that the number amount of Registrable Securities and other securities proposed entitled to be included in the offering registration and underwriting shall be reduced allocated first to that the securities being sold for the Company’s own account (based on the number which of such securities specified in the good faith judgment of notice given by the managing underwriter can be sold in such offering at a price acceptable Company pursuant to Section 6(b)(i)) and then to the Company and Registrable Securities (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, allocated among all participating holders in proportion to the Company, such that all securities proposed Registrable Securities to be registered by or on behalf such holders in such offering). (iv) The Company may withdraw its notice of the Company are included in the proposed registration statement; b. Next, among all given pursuant to Section 6(b)(i) at any time by giving written notice to each Warrant Holders and each holder of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by whereupon the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in required to cause such registrationproposed registration to be effected.

Piggyback Registration. (a) Each Subject to Section 3(b) below, if at any time the Company shall determine proposes to file or files a registration statement Registration Statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale respect to any offering of any of its securities of the same class type as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 Registration Statement on Form S-8 or Section 3Form S-4 or any successor form thereto), or for the account of any security holder of securities of the same type as the Registrable Securities, then, as promptly as practicable, the Company agrees to shall give prompt written notice of its determination such proposed filing to all each Holder and such notice shall offer the Holders the opportunity to include in such registration such number of Registrable Securities. In the event that any Securities as each such Holder delivers to the Company, may request (a “Piggyback Registration”). The Company shall include in such Registration Statement all Registrable Securities requested by a Holder in writing within fifteen ten (1510) calendar days after the delivery of any such written notice (which Holder’s request shall specify the number of Registrable Securities intended to be disposed of by such Holder) to be included in the registration for such offering pursuant to a Piggyback Registration. Each Holder electing to participate in such Piggyback Registration shall be subject to all of the terms of such proposed registration and shall execute such usual and customary custody agreements, powers of attorney, underwriting agreements or other documents as are reasonably requested or required by the Company and any underwriter of such offering. Notwithstanding anything to the contrary contained herein, (i) no Holder by the Companyhereunder shall have any registration rights with respect to, a written request or be permitted to include in such registration statement any Registrable Securities of the Holderon, the Company shall include such Company’s previously-filed Registration Statements on Form SB-2 (Commission File Nos. 333-123498 and 333-134085) and (ii) no Holder of Registrable Securities in such registration statement, all shall be permitted to register any Registrable Securities pursuant to the extent required to permit the sale or other disposition by the prospective seller or sellers provisions hereof if such Holder may sell all of the Registrable Securities to be so registeredbeneficially owned by such Holder under Rule 144 under the Securities Act within a single three month period. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the The Company shall so advise use its best efforts to cause the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 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 provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the managing underwriter or underwriters selected of a proposed public offering to permit the Registrable Securities requested to be included in the registration for such underwriting offering under Sections 2(a) or 3(a) above to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters participating in such offering advises each of the Holders in writing (with a copy to the Company) that the total amount of securities requested to be included in such Demand or Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without adversely affecting the marketability of the offering (including the price per share or the number of securities to be sold), then, after including all shares proposed to be sold by the Company in a Company-initiated registration or all shares proposed to be sold by the holders participating in a secondary registration on behalf of other holders of the Company’s securities, the amount of securities to be offered for the account of the requesting Holders shall be reduced pro rata among the Holders participating in such offering on the basis of the number of Registrable Securities owned by each such Holder. (c) Notwithstanding any other provision of this Section 5, if Each Holder agrees to furnish to the managing underwriter of an underwritten offering Company a signed and completed Notice and Questionnaire in connection with the registration pursuant form attached to this Section 5 advises Agreement as Annex A (a “Selling Holder Questionnaire”) not less than seven (7) Trading Days prior to the Company and the Holders proposed filing date of the Registrable Securities participating Registration Statement. Notwithstanding anything to the contrary contained in such registration this Agreement, no Holder shall be entitled to be named as a selling stockholder in writing that in its good faith judgment the number Registration Statement as of the effective time thereof, and no Holder shall be entitled to use the Prospectus forming a part thereof for offers and resales of Registrable Securities at any time, unless such Holder has returned a properly completed and signed Selling Stockholder Questionnaire to the other securities requested to be registered (i) exceeds Company by the number deadline for response set forth in the foregoing sentence. Any Holder of Registrable Securities that has returned a properly completed and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable signed Selling Holder Questionnaire to the Company and (B) such reduced number within the deadline set forth above shall be allocated: A. If the registration is on behalf of the Company: a. Firstreferred to as an “Electing Holder.” In addition, if a Holder fails to furnish any information to the CompanyCompany within five (5) Trading Days after a written request from the Company for such information, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as Holder’s name may be included in the registration statement. (d) Those Registrable Securities which are removed or excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registrationRegistration Statement or Prospectus forming a part thereof.

Piggyback Registration. (a) Each If at any time or from time to time the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of the same class as the Registrable Securities either securities, for its own account or on behalf the account of any other security holder (of its shareholders, other than a registration pursuant relating solely to Section 2 employee benefit plans, or Section 3)a registration relating solely to an SEC Rule 145 transaction, a transaction relating solely to the sale of debt or convertible debt instruments or a registration on any form (other than Form ▇-▇, ▇-▇ or S-3, or their successor forms) which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company agrees will (i) give to give prompt the Purchaser written notice of its determination thereof as soon as practicable prior to filing the registration statement and (ii) include in such registration and in any underwriting involved therein all Holders of the Registrable Securities. In Securities (except that only Shares and Warrant Shares may be included during the event that any such Holder delivers to two years following the CompanyClosing) specified in a written request, made within fifteen (15) 15 days after the delivery receipt of such written notice to from the Holder Company by the CompanyPurchaser, a written request to include except as set forth in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredsubsection 10.3(b). (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a registered public offering involving an underwriting, the Company shall so advise the Holders Purchaser as a part of its the written noticenotice given pursuant to Section 10.3(a). In such event event, the right of any Holder the Purchaser to registration pursuant to this Section 3 10.3 shall be conditioned upon such Holder’s the Purchaser's participation in such underwriting and the inclusion of such Holder’s the Purchaser's Registrable Securities in the underwriting to underwriting. The Purchaser and the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to Company shall enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) . Notwithstanding any other provision of this Section 510.3, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders determines that marketing factors require a limitation of the Registrable Securities participating in such registration in writing that in its good faith judgment number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company registration and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Companyunderwriting. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each time If the Company shall determine proposes to file a registration statement under the Securities Act with respect to an offering for its own account or for the account of any of its respective securityholders of any class of its equity securities (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 S-8 (or Form S-3 covering any successor form) or any other registration statement relating solely to an employee benefit plan) plan or filed in connection with an exchange offer, a transaction to which Rule 145 under the proposed offer and sale Securities Act applies or an offering of any of its securities of solely to the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3Company's existing stockholders), then the Company agrees to shall in each case give prompt written notice of its determination such proposed filing to all the Holders of Registrable Securities. In Restricted Stock as soon as practicable (but no later than ten (10) business days) before the event that any anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of shares of Restricted Stock as each such Holder delivers may request. Each Holder desiring to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include have Restricted Stock included in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Company in writing within ten (10) business days after the date of the Company's notice, setting forth the amount of such Holder's Restricted Stock for which registration is requested. If the Company's offering is to be an underwritten offering, the Company shall, subject to the further provisions of this Agreement, use its reasonable efforts to cause the managing underwriter or underwriters to permit the Holders of the 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 a part any similar securities of its written noticethe Company included therein. In such event the The right of any each Holder to registration pursuant to this Section 3 shall shall, unless the Company otherwise assents, be conditioned upon such Holder’s 's participation as a seller in such underwriting and the inclusion its execution of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the managing underwriter or underwriters selected for such underwriting by the Company. (c) . Notwithstanding any other provision of this Section 5the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Holders of Restricted Stock that either because of (A) the kind of securities which the Holders, the Company and any other persons or entities intend to include in such offering or (B) the size of the offering which the Holders, the Company and other persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares to be offered for the accounts of Holders of Restricted Stock shall be reduced pro rata on the basis of the number of securities requested by such Holders to be 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 offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders of Restricted Stock than the fraction of similar reductions imposed on such other persons or entities over the amount of securities they intended to offer; and (ii) in the event that the kind of securities to be offered is the basis of such managing underwriter's opinion, (x) the Restricted Stock to be included in such offering shall be reduced as described in clause (i) above (subject to the proviso in clause (i)) or, (y) if such actions would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will be excluded entirely from such offering. Any Restricted Stock excluded from an underwritten offering in connection with underwriting shall be withdrawn from registration and shall not, without the registration pursuant to this Section 5 advises consent of the Company and the Holders of managing underwriter, be transferred in a public distribution or a sale into the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable public trading markets prior to the Company, earlier of 120 days (or (ii) would jeopardize the success such other shorter period of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of time as the managing underwriter can be sold in such offering at a price acceptable to may require) after the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing effective date of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in statement or 180 days after the manner determined by date the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number such Restricted Stock are notified of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statementexclusion. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. 2.2.1 Subject to the terms hereof, if: (ai) Each at any time or from time to time the Company or any shareholder of the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of the same class as the Registrable Securities (except for registration statements on Form S-8 or relating to employee benefit plans or exchange offers), either for its own account or on behalf the account of a security holder; and (ii) the Purchaser is the beneficial owner of any other security holder (other than a registration pursuant to Section 2 or Section 3), Registrable Securities; the Company agrees will promptly give to give prompt the Purchaser written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers thereof no less than 10 days prior to the Company, within fifteen (15) days after the delivery filing of such written notice to the Holder by the Company, a written request to any registration statement; and include in such registration statement (and any Registrable Securities of related qualification under blue sky laws or other compliance), and in the Holderunderwriting involved therein, the Company shall include if any, such Registrable Securities as Purchaser may request in such registration statement, all a writing delivered to the extent required to permit the sale or other disposition by the prospective seller or sellers Company within 5 days after Purchaser's receipt of Company's written notice. 2.2.2 The Purchaser may participate in any number of registrations until all of the Registrable Securities held by such Purchaser have been distributed pursuant to be so registereda registration. (b) 2.2.3 If the any registration of which the Company gives written notice pursuant to Section 5(a) statement is for a public offering involving an underwritingUnderwritten Public Offering, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder a Purchaser to registration pursuant to this Section 3 shall be conditioned upon such Holder’s Purchaser's participation in such reasonable underwriting arrangements as the Company shall make regarding the offering, and the inclusion of such Holder’s Registrable Securities in the underwriting shall be limited to the extent provided herein. Holders The Purchaser and all other shareholders proposing to distribute their Registrable Securities securities through such underwriting agree to enter into shall (together with the Company and the other Holders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (c) . Notwithstanding any other provision of this Section 5Section, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that concludes in its good faith reasonable judgment that the number of Registrable Securities and the other securities requested shares to be registered for selling shareholders (iincluding the Purchaser) exceeds would materially adversely effect such offering, the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed Shares to be included in registered, together with the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock or other securities held by other shareholders proposed to be registered in such offering, shall be reduced on a pro rata basis based on the number of Shares proposed to be sold by the Purchaser as compared to the number of shares proposed to be sold by all shareholders. If a Purchaser disapproves of the terms of any such underwriting, it may be included in elect to withdraw therefrom by written notice to the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of Company and the managing underwriter’s marketing limitation and all other , delivered not less than ten days before the effective date. The Registrable Securities not originally requested to excluded by the managing underwriter or withdrawn from such underwriting shall be so included withdrawn from such registration, and shall not be included transferred in a public distribution prior to 120 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. 2.2.4 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration whether or not a Purchaser has elected to include securities in such registration.

Piggyback Registration. Without limiting any obligation of the Company hereunder, if (ai) Each time there is not an effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect to the Registrable Securities, and (ii) the Company shall determine to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the ▇▇▇▇ ▇▇▇) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business (or a registration statement on Form S-1 business combination subject to Rule 145 under the ▇▇▇▇ ▇▇▇) or Form S-3 covering solely an employee benefit plan) equity securities issuable in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either for its own account Company’s stock option or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3employee benefit plans), or a dividend reinvestment or similar plan or rights offering), then the Company agrees shall deliver to give prompt each Holder a written notice of its such determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Companyand, if within fifteen (15) 10 days after the date of the delivery of such written notice to notice, any such Holder shall so request in writing, the Holder by the Company, a written request to Company shall include in such registration statement or offering statement all or any part of such Registrable Securities of the Holderthat such Holder requests to be registered; provided, however, the Company shall include such not be required to register any Registrable Securities pursuant to this Section 2(d) or that the Holders have requested to register pursuant to Section 2(b) that are the subject of a then-effective Registration Statement; provided, further, that the Company shall not be required to include any Registrable Securities which an underwriter advises the Company will materially adversely affect the price, timing or distribution of the securities in such registration statement, offering or the Company’s ability to sell all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of securities which the Company gives written notice pursuant intended to Section 5(a) is for sell. The Company may postpone or withdraw the filing or the effectiveness of a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to piggyback registration pursuant to this Section 3 2(d) at any time in its sole discretion. The Company shall be conditioned upon such Holder’s participation in such underwriting and the inclusion not grant piggyback registration rights to any holders of such Holder’s Registrable Securities in the underwriting its Common Stock or securities that are convertible into or exchangeable or exercisable for its Common Stock that are senior to the extent provided herein. rights of the Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of set forth in this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company2(d). B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (ai) Each If at any time or from time to time, the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of the same class as the Registrable Securities either securities, for its own account or on behalf the account of any other security holder (of its shareholders, other than a registration Registration Statement relating solely to employee share option plans or pursuant to Section 2 or Section 3)an acquisition transaction on Form S-4, the Company agrees will: (A) provide to give prompt the Purchaser written notice thereof as soon as practicable prior to filing the Registration Statement; and (B) include in such Registration Statement and in any underwriting involved therein, all of its determination to all Holders of the Registrable Securities. In Securities specified in a written request by the event that any such Holder delivers to the Company, Purchaser made within fifteen (15) days after the delivery receipt of such written notice to the Holder by from the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (bii) If the registration of which the Company gives written notice pursuant to Section 5(a) Registration is for a registered public offering involving an underwriting, the Company shall so advise the Holders Purchaser as a part of its the written noticenotice given pursuant to this Section. In such event event, the right rights of any Holder to registration pursuant to this Section 3 the Purchaser hereunder shall be conditioned upon such Holder’s include participation in such underwriting and the inclusion of such Holder’s the Registrable Securities in the underwriting to the extent provided herein. Holders proposing To the extent that the Purchaser proposes to distribute their Registrable Securities its securities through such underwriting agree to enter into underwriting, the Purchaser shall (together with the Company and any other securityholders of the other Holders Company 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. (c) . Notwithstanding any other provision of this Section 5Section, if the managing underwriter of an underwritten offering such underwriting determines that marketing factors require a limitation of the number of shares to be offered in connection with such underwriting, the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment managing underwriter may limit the number of Registrable Securities to be included in the Registration and underwriting (provided, however, that (a) the Registrable Securities shall not be excluded from such underwritten offering prior to the exclusion of any securities held by officers and directors of the Company or their affiliates, (b) the Registrable Securities shall be entitled to at least the same priority in an underwritten offering as any securities included in such offering by any of the Company's other existing securityholders, and (c) the Company shall not enter into any agreement that would provide any securityholder with priority in connection with an underwritten offering greater than the priority granted to the Purchaser hereunder). The Company shall so advise any of its other securityholders who are distributing their securities through such underwriting pursuant to their respective piggyback registration rights, and the other securities requested to be registered (i) exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to that may be included in the offering registration and underwriting shall be reduced to that number which in allocated among the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company Purchaser and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf other securityholders of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable practicable, to the respective number amounts of Registrable Securities held by the Purchaser and such Holders other securityholders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. . If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time Purchaser disapproves of the filing terms of the registration statement; and b. Lastany such underwriting, it may elect to withdraw therefrom by written notice to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those . Any Registrable Securities which are so excluded or withdrawn from the such underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to shall be so included shall not be included in withdrawn from such registrationRegistration.

Piggyback Registration. (a) Each If at any time or times after the date hereof while any Registrable Securities are outstanding the Company shall determine proposes to file a registration statement register under the Securities Act any shares of 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 Form S-8 any successor form or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with an exchange offer, (iii) a registration in connection with a 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 Rule 145 or any other similar rule of the Commission under the Securities Act or (vi) a shelf registration), then the Company will give written notice of such proposed offer and sale registration to the Holders at least twenty (20) days before the filing of any Registration Statement with respect thereto. If within ten (10) days after such notice is given, the Company receives a written request from any Holder for the inclusion in such Registration Statement of its securities some or all of the same class as the Registrable Securities either for its own account or on behalf held by such Holder (which request will specify the number of any other security holder (other than a registration pursuant Registrable Securities intended to Section 2 or Section 3be disposed of by such Holder and the intended method of distribution therefore), the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers will (subject to the Company, within fifteen provisions of paragraphs (15b) days after the delivery and (c) of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall this Section 2) include such Registrable Securities in such registration statement, all Registration Statement. The Company may withdraw a Registration Statement filed under this Section 2 at any time prior to the extent required time it becomes effective, provided that the Company will give prompt notice of such withdrawal to permit the sale or other disposition Holders which requested to 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 Holders under this Section 2(a) will terminate on the date on which the third Registration Statement to which such rights apply is declared effective by the prospective seller or sellers of the Registrable Securities to be so registeredCommission. (b) If the In connection with any registration of which the Company gives written notice pursuant to under this Section 5(a) is for a public offering 2 involving an underwritingunderwriting (an "Underwritten Offering"), the Company shall so advise the Holders as will not be required to include a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in such Underwritten Offering unless such Holder accepts the terms of the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with as agreed upon between the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if . If the managing underwriter underwriter(s) of an underwritten offering in connection with the registration pursuant to this Section 5 Underwritten Offering advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a Underwritten Offering, including by 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 acceptable range or probability of success of such Underwritten Offering, then the Company will include in such Underwritten Offering in the following priority: (i) first, all shares the Company proposes to the Company, or sell and (ii) would jeopardize the success of the offeringsecond, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock proposed to be sold by (A) the Selling Stockholders (including Registrable Securities proposed to be sold by the Holders) and (B) any holders of Common Stock exercising piggyback registration rights under the Registration Rights Agreement dated as may of November 3, 1999 between the Company and GE On-Site Power, Inc. 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) and such other holders 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 in each Holder) and each such other holder in such Underwritten Offering bears to the registration statementtotal 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) and such other holders. (dc) Those 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 which are excluded from on the basis provided in the underwriting by reason 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 managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in underwriting arrangements for such registrationUnderwritten Offering.

Piggyback Registration. (a) Each If at any time or times after the date hereof while any Registrable Securities are outstanding the Company shall determine proposes to file a registration statement register under the Securities Act any shares of 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 Form S-8 any successor form or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with an exchange offer, (iii) a registration in connection with a 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 Rule 145 or any other similar rule of the Commission under the Securities Act or (vi) a shelf registration), then the Company will give written notice of such proposed offer and sale registration to the Holders at least twenty (20) days before the filing of any Registration Statement with respect thereto. If within ten (10) days after such notice is given, the Company receives a written request from any Holder for the inclusion in such Registration Statement of its securities some or all of the same class as the Registrable Securities either for its own account or on behalf held by such Holder (which request will specify the number of any other security holder (other than a registration pursuant Registrable Securities intended to Section 2 or Section 3be disposed of by such Holder and the intended method of distribution thereof), the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers will (subject to the Company, within fifteen provisions of paragraphs (15b) days after the delivery and (c) of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall this Section 3) include such Registrable Securities in such registration statement, all Registration Statement. The Company may withdraw a Registration Statement filed under this Section 3 at any time prior to the extent required time it becomes effective, provided that the Company will give prompt notice of such withdrawal to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities Holders which requested to be so registeredincluded in such Registration Statement. (b) If the registration of which the Company gives written notice pursuant to In connection with any Underwritten Offering under this Section 5(a) is for a public offering involving an underwriting3, the Company shall so advise the Holders as will not be required to include a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in such Underwritten Offering unless such Holder accepts the terms of the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with as agreed upon between the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c. If the managing underwriter(s) Notwithstanding any other provision of an Underwritten Offering under this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 3 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at Underwritten Offering, including by Persons other than the Company (including the Holders) (collectively, the "Selling Stockholders"), is greater than the number which can be offered without adversely impacting such Underwritten Offering, including, without limitation, the price range or probability of success of such Underwritten Offering, then the Company will include in such Underwritten Offering the number of securities which the managing underwriter(s) advises the Company may be included in such Underwritten Offering without such adverse impact in the following priority: (i) if such registration as initially proposed by the Company was solely a price acceptable primary registration of its securities, (A) first, all securities the Company proposes to sell, (B) second, Registrable Securities proposed to be sold by the CompanyHolders and (C) third, or securities proposed to be sold by all Selling Stockholders other than the Holders, allocated among such Selling Stockholders in accordance with the priorities then existing among the Company and such Selling Stockholders. (ii) would jeopardize if such registration as initially proposed by the success Company was in whole or in part requested by holders of securities of the offeringCompany (other than Holders) pursuant to demand registration rights, then (A) first, such securities held by the number of holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in accordance with the priorities then existing among the Company and such holders, (B) second, any Registrable Securities requested to be included in such registration by the Holders, and (C) third, any other securities of the Company proposed to be included in such registration, allocated among the offering shall be reduced to that number which holders thereof in accordance with the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to priorities then existing among the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statementholders. (d) Those 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 which are excluded from on the basis provided in the underwriting by reason 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 managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in underwriting arrangements for such registrationUnderwritten Offering.

Piggyback Registration. (ai) Each time In addition to the demand right of registration described in Section 5(c) hereof, the Holder shall have the right, for a period of no more than five (5) years from the commencement of sales of the Offering in accordance with FINRA Rule 5110(f)(2)(G)(v), to include the Registrable Securities as part of any other registration of securities filed by the Company shall determine to file (other than in connection with a registration statement transaction contemplated by Rule 145(a) promulgated under the Securities Act (other than on Form S-4 or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock which may be included in the registration statement on Form S-1 because, in such underwriter(s)’ judgment, marketing or Form S-3 covering solely an employee benefit planother factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities 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 such registration statement or are not entitled to pro rata inclusion with the Registrable Securities. (ii) The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 5(d) hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3), the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holderproposed registration, the Company shall include such furnish the then Holders of outstanding Registrable Securities in with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement, all . Such notice to the extent required Holders shall continue to permit the sale or other disposition be given for each registration statement filed by the prospective seller or sellers Company until such time as all of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 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 provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting have been sold by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders Holder. The holders of the Registrable Securities participating shall exercise the “piggyback” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in such registration in writing that in its good faith judgment this Warrant, there shall be no limit on the number of Registrable Securities and times the other securities requested to be registered Holder may request registration under this Section 5(d); provided, however, that such registration rights shall terminate on the seventh (i7th) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success anniversary of the offering, then (A) the number commencement of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment sales of the managing underwriter can be sold Offering in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Companyaccordance with FINRA Rule 5110(f)(2)(G)(v). B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each time If, at any time, the Company shall determine proposes or is required to file a registration statement register any of its equity securities or securities convertible or exchangeable for equity securities under the Securities Act (other than pursuant to (i) registration on Form S-4 such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan, Form S-8 or (ii) a registration statement on merger, consolidation or acquisition, Form S-1 S-4), whether or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either not for its own account or on behalf account, the Company shall give at least 10 (ten) days written notice of its intention to do so to each Holder of record of Registrable Securities. Upon the written request of any other security holder Holder, made within 10 days following the receipt of any such written notice (other than a registration pursuant which request shall specify the maximum number of Registrable Securities intended to Section 2 or Section 3be disposed of by such Holder and the intended method of distribution thereof), the Company agrees shall use its best efforts to give prompt written notice of its determination to cause all Holders of such Registrable Securities. In , each Holder of which have so requested the event that any such Holder delivers registration thereof, to be registered under the Company, within fifteen Securities Act (15) days after with the delivery of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder, securities which the Company shall include such Registrable Securities in such registration statement, all at the time proposes to the extent required register) to permit the sale or other disposition by each Holder (in accordance with the prospective seller or sellers intended method of distribution thereof) of the Registrable Securities to be so registered. (b) If . There is no limitation on the registration number of piggyback registrations pursuant to the preceding sentence which the Company gives written notice pursuant is obligated to Section 5(a) is for effect. If a public offering involving registration relates to an underwritingunderwritten offering, the Company shall so advise the Holders as a part of its written noticeRegistrable Securities. In such event event, the right of any such Holder to have its Registrable Securities included in such registration pursuant to this Section 3 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 provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwritingCompany) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. . Each Holder hereby agrees that, if requested by the Company or the representative of the underwriters of Common Stock (cor other securities) of the Company, such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included for sale in the registration) for a period specified by the Company and the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed 180 days following the effective date of a registration statement of the Company filed under the Securities Act. Notwithstanding any other provision of this Section 5Agreement, if the managing underwriter or underwriters reasonably determine in good faith that marketing factors require a limitation of an underwritten offering the number of shares to be underwritten, the number of shares that may be included in connection with the registration pursuant underwriting shall be allocated as follows: (i) first, to this Section 5 advises the securities the Company and the Holders of proposes to sell; (ii) second, to the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in such registration by the offering shall be reduced to that number which in Holders seeking registration under this Section 2 on a pro rata basis based on the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective total number of Registrable Securities held by such Holders; and (iii) third, to the Registrable Securities held by Holders at other than Holders who requested that their Registrable Securities be included in such registration under this Section 2 pro rata based on the time total number of Registrable Securities held by such Holders; provided, however, that in no event shall the amount of securities of the filing participating Holders included in the registration be reduced below 25% of the total amount of securities included in such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least 10 days prior to the effective date of the registration statement; and c. Last. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, among limited liability company or corporation, the partners, former partners, members, former members and stockholders of such Holder, or the estates and family members of any such partners, former partners, members, former members or stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all other participating holders proposing entities and individuals included in such “Holder,” as defined in this sentence. The Company shall have the right to register terminate or withdraw any registration initiated by it under this Section 2 prior to the effectiveness of such registration whether or not any Holder or any stockholder has elected to include securities other than Registrable Securities, in the manner determined by the Company. B. If the such registration. The Registration Expenses of such withdrawn registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined shall be borne by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statementaccordance with Section 4. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each 2.2.1 Subject to the terms hereof, if at any time or from time to time the Company or any shareholder of the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of the same class as the Registrable Securities (except for registration statements relating to employee benefit plans or exchange offers), either for its own account or on behalf the account of any other a security holder (other than a registration pursuant to Section 2 or Section 3)holder, the Company agrees will promptly give to give prompt the holders of Registrable Securities written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers thereof not less than 30 days prior to the Companyfiling of any registration statement; and include in such registration (and any related qualification under blue sky laws or other compliance), and in the underwriting involved therein, if any, such Registrable Securities as such holders may request in a writing delivered to the Company within fifteen twenty (1520) days after the delivery holders' receipt of such Company's written notice notice. 2.2.2 The holders of Registrable Securities may participate in any number of registrations until all of the Shares held by holders of Registrable Securities have been distributed pursuant to a registration or until the Holder by Shares are transferable pursuant to Rule 144 under the Company, a written request to include in such Securities Act. 2.2.3 If any registration statement any Registrable Securities of the Holderis an Underwritten Public Offering, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder holders of Registrable Securities to registration pursuant to this Section 3 shall be conditioned upon each such Holder’s holder's participation in such reasonable underwriting arrangements as the Company shall make regarding the offering, and the inclusion of such Holder’s Registrable Securities in the underwriting shall be limited to the extent provided herein. Holders of Registrable Securities and all other shareholders proposing to distribute their Registrable Securities securities through such underwriting agree to enter into shall (together with the Company and the other Holders holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. (c) . Notwithstanding any other provision of this Section 5Section, if the managing underwriter concludes in its reasonable judgment that the number of an underwritten offering in connection Shares to be registered for selling shareholders (including the holders of Registrable Securities) would materially adversely effect such offering, the number of Shares to be registered, together with the registration pursuant number of Shares of Common Stock or other securities held by other shareholders proposed to this Section 5 advises be registered in such offering, shall be reduced on a pro rata basis based on the number of Shares proposed to be sold by the holders of Registrable Securities as compared to the number of Shares proposed to be sold by all shareholders. If any holder 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 Holders managing underwriter, delivered not less than 10 days before the effective date. The Registrable Securities excluded by the managing underwriter or withdrawn from such underwriting shall be withdrawn 4 from such registration, and shall not be transferred in a public distribution prior to one hundred twenty (120) days after the effective date of the Registrable Securities participating in registration statement relating thereto, or such other shorter period of time as the underwriters may require. 2.2.4 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration in writing that in its good faith judgment whether or not the number holders of Registrable Securities and the other have elected to include securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each The Company may from time the Company shall to time determine to register for sale shares of Common Stock for its own account, other than (i) a registration relating solely to employee benefit plans or (ii) a registration relating solely to a transaction pursuant to Rule 145 promulgated under the Securities Act, and in connection with such determination, shall file with the SEC a registration statement under the Securities Act to register such Common Stock (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3“Registered Sale”), the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that of such determination, the Company will give to each Holder written notice thereof at least 20 days (but not more than 60 days) prior to the filing of such registration statement, and will include in the Registered Sale (and any such Holder delivers related qualification under blue sky laws or other related compliance) all the Registrable Securities specified by the Holders in their written request or requests to the Company, made within fifteen (15) 15 days after the delivery receipt of such written notice to the Holder by from the Company, a written request to include in such registration statement any Registrable Securities of the Holdersubject, the Company shall include such Registrable Securities in such registration statementhowever, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. marketing limitation set forth in subsection (b) below. If the registration of statement under which the Company gives written notice pursuant to Section 5(aunder this subsection (a) is for a public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part Holders. A Registered Sale, including (if applicable) the form of underwriting agreement to be entered into by the Company, the underwriter(s) and any selling stockholders, shall be on customary terms. The underwriter(s) for an underwritten offering shall be selected by the Company in its written notice. In such event the sole discretion. (b) The right of any Holder to registration pursuant to this Section 3 section shall be conditioned upon such Holder’s participation in such underwriting the Registered Sale and the inclusion of such Holder’s Registrable Securities in the underwriting Registered Sale to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into shall (together with the Company and the other Holders holders distributing their securities through such underwritingthe Registered Sale) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) managing underwriter. Notwithstanding any other provision of this Section 5section, if the managing underwriter determines that marketing factors require a limitation of an underwritten offering in connection with the registration pursuant number of shares to this Section 5 advises be underwritten, the Company and the Holders of managing underwriter may limit the Registrable Securities participating to be included in such registration in writing and underwriting; provided, however, that in its good faith judgment the number of (i) all shares that are not Registrable Securities and are held by other selling stockholders, including, without limitation, persons who are employees or directors of the other Company (or any subsidiary of the Company), shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded (ii) all securities requested to be registered (i) exceeds included by the Holders shall share pro rata in the number of Registrable Securities shares to be excluded from such registration, such sharing to be based on the respective numbers of shares owned by each stockholder and other securities which can be sold in (iii) any such offering at a price acceptable to limitation shall not prevent the Company, or (ii) would jeopardize the success of the offering, then (A) the number Holders of Registrable Securities and other securities proposed requesting to be included in the offering shall be reduced such registration from including Registrable Securities representing up to that number which in the good faith judgment 30% of the managing underwriter can be sold in total number of shares registered thereby. In such offering at a price acceptable to event, the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among so advise all Holders of Registrable Securities which would otherwise be registered pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration shall be allocated among the Holders in proportion, as nearly as practicable practicable, to the respective number amounts of Registrable Securities held requested to be included by such Holders at in accordance with subsection (a) above. To facilitate the time allocation of shares in accordance with the above provision, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the filing terms of the Registered Sale, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. If a Holder decides not to include all of its Registrable Securities in any registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined statement filed by the Company. B. If , such Holder shall nevertheless continue to have the registration is on behalf of holders of Common Stock other than right to include any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, any subsequent registration statement as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held may be filed by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in all upon the registration statementterms hereof. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each time the Company shall determine proposes for any reason to file a registration statement register any of its Class A Ordinary Shares under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities Class A Ordinary Shares for money, either for its own account or on behalf of any other security holder (a “Proposed Registration”), other than pursuant to a registration pursuant to Section 2 or Section 3), the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holderon Excluded Forms, the Company shall include promptly give written notice of such Proposed Registration to the Purchasers and shall offer the Purchasers the right to request inclusion of its Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredProposed Registration. (b) If The Purchasers shall have 10 days from the registration receipt of which such notice to deliver to the Company gives a written notice pursuant request specifying the number of Registrable Securities such Purchaser intends to Section 5(asell in the Proposed Registration and the Purchaser’s intended method of disposition. (c) is for a In the event that the Proposed Registration by the Company is, in whole or in part, an underwritten public offering involving an underwritingoffering, the Company shall so advise the Holders Purchasers as a part of its the written notice. In such event the right of any Holder to registration notice given pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting 3(a), and any request under Section 3(b) must specify that the inclusion of such HolderPurchaser’s Registrable Securities be included in the underwriting on the same terms and conditions as the Class A Ordinary Shares, if any, otherwise being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3(b), the Company shall promptly use commercially reasonable efforts to cause all such Registrable Securities held by the Purchasers to be registered under the Securities Act (and included in any related qualifications under blue sky laws or other compliance), to the extent provided herein. Holders proposing required to permit sale or disposition as set forth in the Proposed Registration. (e) In the event that the offering is to be an underwritten offering, if any Purchaser proposes to distribute their its Registrable Securities through such underwriting agree underwritten offering, then the Purchaser agrees to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each If at any time during which the registration statement filed pursuant to Section 8.2.1 above is not effective the Company shall determine proposes to file a registration statement register any shares of Common Stock under the Securities Act in connection with an underwritten offering, either for its own account or the account of a security holder or holders exercising their registration rights, (other than except pursuant to a registration statement filed on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with such other form as shall be prescribed under the proposed offer and sale of any Securities Act for the same purposes), the Company will promptly at each such time give written notice to the Purchaser of its intention to do so. Within twenty (20) days after receipt of such notice, the Purchaser may request that the Company register all or part of the Registrable Securities (the "Designated Shares"). Upon receipt of such request, the Company shall use its best efforts to effect the registration of the Designated Shares identified by including such Designated Shares in such registration statement. (b) In the event that securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3), Designated Shares are being registered by the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include in such registration statement and such securities as well as any Registrable Securities of the HolderDesignated Shares are to be distributed in an underwritten offering, such Designated Shares shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice for distribution pursuant to Section 5(a) is for a public offering involving an underwritingsuch underwritten offering; provided, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 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 provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5however, that if the managing -------- ------- underwriter of an such underwritten offering reasonably determines in connection with the registration pursuant to this Section 5 good faith and advises the Company and parties that the Holders of the Registrable Securities participating inclusion in such registration in writing that in its good faith judgment underwritten offering of all the number of Registrable Securities Designated Shares would materially and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize adversely affect the success of the underwritten offering, then (A) the Company may offer all of the securities it proposes to register for its own accounts for the maximum amounts that the underwriter considers saleable, and thereafter the number of Registrable Securities and other securities proposed Designated Shares to be included in the offering registration statement shall be reduced to that number which the amount recommended in good faith by and set forth in the good faith judgment opinion of the such managing underwriter can be sold in such offering at a price acceptable underwriter; provided, further, that as to the Company and (B) Purchaser, such reduced number reduction shall be allocated: A. If pro rata (based on the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock held by each) with respect to the Designated Shares with other persons holding contractual, incidental or "piggy- back" registration rights as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in date of such registrationunderwritten offering.

Piggyback Registration. (a) Each At any time and from time to time after the date of this Agreement, whenever the Company proposes to file a Registration Statement, the Company will prior to such filing give written notice to Purchaser of its intention to do so and, upon the written request of Purchaser given within ten (10) days after the Company provides such notice, the Company shall determine use its good faith efforts to file a registration statement cause all Registrable Securities which the Company has been requested by Purchaser to register to be registered under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3), the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required necessary to permit the their sale or other disposition by in accordance with the prospective seller intended methods of distribution specified in the request of Purchaser; provided that the Company shall have the right to postpone or sellers withdraw any registration effected pursuant to this Section 2 without obligation or liability to Purchaser. In the Purchaser’s request, the Purchaser will be required to describe briefly its proposed disposition of the Registrable Securities. However, in connection with any registration under Section 2, the Purchaser’s Registrable Securities shall be junior and subordinate to be so registeredany registration rights granted by the Company which are already outstanding, and any senior registration rights granted by the Company in the future. (b) If the In connection with any registration of which the Company gives written notice pursuant to under Section 5(a) is for a public offering 2 involving an underwritingunderwritten offering of the Company’s securities, the Company shall so advise the Holders as a part of its written notice. In such event the right of not be required to include any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation Registrable Securities in such underwriting and unless Purchaser accepts the inclusion terms of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with as agreed upon between the Company and the other Holders distributing their securities through underwriters selected by it, and then only in such underwriting) an underwriting agreement with quantity as will not, in the sole discretion of the underwriters, jeopardize the success of the offering by the Company. If in the sole discretion of the managing underwriter or underwriters selected for the registration of all, or part of, the Registrable Securities which Purchaser has requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Securities, if any, which the managing underwriter or underwriters believe may be sold without causing such adverse effect. If the number of Registrable Securities to be included in the underwriting in accordance with the foregoing is less than the total number of shares which Purchaser has requested to be included, then Purchaser and each participant other than the Company in such underwriting shall participate in the underwriting pro rata based upon their total ownership of Registrable Securities. 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 CompanyCompany and the underwriter, and by giving second priority for the shares to be registered for sale by any holder of Registrable Securities pursuant to the terms of this Agreement. (c) Notwithstanding In connection with any registration under Section 2 involving a selling stockholder registration statement or any other provision of this Section 5, if the managing underwriter of registration statement not involving an underwritten offering in connection with of the registration pursuant to this Section 5 advises Company’s securities, the Company and reserves the Holders right to include only that number of Registrable Securities, if any, as it shall determine in its sole discretion, may be sold without jeopardizing the success of the Registrable Securities participating in such registration in writing that in its good faith judgment offering or having adverse effect on the offering. If the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall in accordance with the foregoing is less than the total number of shares which Purchaser has requested to be reduced to that number which in included, then Purchaser and each participant other than the good faith judgment of the managing underwriter can be sold Company in such offering at a price acceptable shall participate in the offering pro rata based upon their total ownership of Registrable Securities. 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 (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to sale by the Company, such that all securities proposed and by giving second priority for the shares to be registered for sale by or on behalf of the Company are included in the registration statement; b. Next, among all Holders any holder of Registrable Securities in proportion, as nearly as practicable pursuant to the respective number terms of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Companythis Agreement. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (aA) Each time So long as the Pioneer Partnership or its assigns are the holders of Preferred Stock or Common Stock, if the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration sale pursuant to Section 2 or Section 3), any appropriate Registration Statement under the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder1933 Act, the Company shall be required to offer the Holders the opportunity to register any or all the Registrable Securities, without cost to the Holders thereof (except for the cost of Holders' counsel, which shall be paid by Holders). In connection with these piggy-back registration rights, the Company shall give all of the Holders of such securities notice by certified mail at least thirty (30) business days prior to the filing of such Registration Statement under the Act. The Holders shall then have twenty-five (25) days to elect to include such all or a portion of its Registrable Securities for sale in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredRegistration Statement. (bB) The registration requirement shall not apply to a Registration Statement filed by the Company pursuant to Form S-8 or S-4 with the sole and express purpose of registering shares for employees or for stock incentive plans, or any other inappropriate form. (C) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a registered public offering involving an underwriting, the Company shall will so advise the Holders as a part of its written noticeHolders. In such event the right of any Holder to event, these registration pursuant to this Section 3 rights shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities securities through such underwriting agree to shall enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if . In the event that the lead or managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment determines that material adverse market factors require a limitation on the number of shares to be underwritten, the underwriter may limit the number of Registrable Securities Securities. In such event, the Company shall so advise all holders of securities requesting registration, and the other number of shares of securities requested that are entitled to be registered (i) exceeds included in the number registration and underwriting shall be allocated PRO RATA among all Holders and other participants in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed they had requested to be included in such registration statement at the offering shall be reduced to that number which in time of filing the good faith judgment registration statement. If any Holder disapproves of the managing underwriter can be sold in terms of any such offering at a price acceptable underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter, provided such notice is delivered within thirty (B30) days of full disclosure of such reduced number shall be allocated: A. If terms to such Holder, without thereby affecting the registration is on behalf right of the Company: a. First, such Holder to the Company, such that all securities proposed to be registered by or on behalf of the Company are included participate in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Companysubsequent offerings hereunder. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (a) Each time If the Company shall determine at any time after the Lock-Up Period proposes to file a registration statement register any of its securities under the Securities Act for sale to the public (other than except with respect to registration statements on Form S-4 Forms ▇-▇, ▇-▇ or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as another form not available for registering the Registrable Securities either for sale to the public), each such time it will give written notice at the applicable address of record to the Stockholder of its own account or on behalf intention to do so. Upon the written request of any other security holder (other than a registration pursuant to Section 2 or Section 3)the Stockholder, given within 20 days after receipt by the Stockholder of such notice, the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers shall, subject to the Companylimits contained in this Section 4, within fifteen (15) days after the delivery of use commercially reasonable efforts to cause all such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder, Stockholder (as requested by the Company shall include such Registrable Stockholder) to be registered under the Securities in such registration statementAct and qualified for sale under any state blue sky law, all to the extent required to permit the such sale or other disposition by of said Registrable Securities; provided, however, that, notwithstanding the prospective seller or sellers foregoing, the Company may at any time, in its sole discretion, without the consent of the Registrable Securities Stockholder, delay or abandon the proposed offering in which the Stockholder had requested to be participate pursuant to this Section 4(a) or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or prospectus supplement or other governmental approvals, registrations or qualifications. In such event, the Company shall so registerednotify the Stockholder and the Company shall incur no liability for its failure to complete any such offering. (b) If In connection with the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right exercise of any Holder registration rights granted to registration the Stockholder pursuant to this Section 3 shall 4, if the offering is to be conditioned upon such Holder’s effected by means of an underwritten offering, the Company may condition participation in such underwriting and offering on the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter Stockholder entering into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement in customary form and acting in accordance with the underwriter or underwriters selected for such underwriting by the Companyterms and conditions thereof. (c) Notwithstanding If the Company is advised in writing in good faith by any other provision of this Section 5, if the managing underwriter of an underwritten the Company’s securities being offered in a public offering in connection with the registration pursuant to this Section 5 advises 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 Stockholder) to a number deemed satisfactory by such managing underwriter; and provided further, that any shares of Selling Stockholders to be excluded shall be determined in the Holders following order of priority: (i) securities held by any Persons not having any contractual, incidental registration rights and (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement and the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed sought to be included in by the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in Stockholder, on a pro rata basis (or such offering at a price acceptable to the Company basis as such stockholders may agree among themselves and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company). B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (ai) Each time If the Company shall determine at any time or from time to time proposes to file a registration statement under the Securities Act with respect to an offering of Shares for cash (x) for the Company’s own account (other than registration statement on Form S-4 or Form S-8 (or a registration statement on Form S-1 any successor or Form S-3 covering solely an employee benefit plansimilar form that may be adopted by the Commission)) in connection with or (y) for the proposed offer and sale account of any holders of its securities Shares, Options, or Convertible Securities other than Shares of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3)Holders, then the Company agrees to at each such time shall give prompt written notice of its determination such proposed filing to all Holders each Holder and to each holder of Registrable Securities. In Securities (but in no event less then 10 Business Days before the event that any anticipated filing date), and such notice shall offer each Holder delivers and each holder of Registrable Securities the opportunity to register such number of Registrable Securities as the Companysuch holder may request, within fifteen (15) days after the delivery of such written by notice to the Holder by Company within 5 Business Days, on the Company, a written request same terms and conditions as the other Shares to include be included in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registeredoffering. (bii) If the registration of which the Company gives written notice pursuant to this Section 5(a2(c) is for a an underwritten public offering involving an underwritingoffering, (x) the notice provided by the Company shall so advise the Holders as a part of its written notice. In such event state, (y) the right of any Holder holder of Registrable Securities to registration cause the Company to register such holders’ Registrable Securities pursuant to this Section 3 2(c) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting to the extent provided herein. Holders herein and (z) all holders of Registrable Securities proposing to distribute include their Registrable Securities through such underwriting agree to in the registration shall enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement in customary form for such an underwritten offering with the underwriter or representative(s) of the underwriters selected for such underwriting by the Company. The Company shall have no obligation to consult with or obtain the consent of any Holder or any holder of Registrable Securities in selecting any underwriters or investment bankers for an offering registered pursuant to this Section 2(c). (ciii) Notwithstanding any other provision of this Section 52(c), if an offering for which the managing underwriter Company gives notice pursuant to Section 2(c)(i) is to be underwritten and the representative(s) of an underwritten the underwriters for the offering in connection with advises the Company that marketing factors require a limitation on the amount of securities to be underwritten, (x) the Company shall so advise all holders of Registrable Securities requesting registration pursuant to this Section 5 advises 2(c) and (y) the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number amount of Registrable Securities and the other securities requested to be registered (i) exceeds offered may be excluded or reduced to the number extent necessary to reduce the total amount of Registrable Securities and other securities which can to be sold included in such offering at a price acceptable to the Company, or (iiamount recommended by such representative(s) would jeopardize the success of the offering, then (A) underwriters; provided that the number amount of Registrable Securities and other securities proposed entitled to be included in the offering registration and underwriting shall be reduced allocated first to that the securities being sold for the Company’s own account (based on the number which of such securities specified in the good faith judgment of notice given by the managing underwriter can be sold in such offering at a price acceptable Company pursuant to Section 2(c)(i)) and then to the Company and Registrable Securities (B) such reduced number shall be allocated: A. If allocated among the registration is on behalf of the Company: a. First, participating holders in proportion to the Company, such that all securities proposed Registrable Securities requested to be registered by or on behalf of the Company are included thereby in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statementoffering). (div) Those Registrable Securities which are excluded from The Company may withdraw its notice of proposed registration given pursuant to Section 2(c)(i) at any time by giving written notice to each Holder, whereupon the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included Company shall not be included required to cause such proposed registration to be effected. (v) In the event of a conflict between the cut-back provisions contained in such registrationSections 2(c)(i)-(iii) and the cut-back provisions contained in Section 4(b) of that certain Registration Rights Agreement entered into by the parties on July 18, 2007 (the “Prior Registration Rights Agreement”), Section 4(b) of the Prior Registration Rights Agreement shall control. In the event of any other conflict between this Agreement and the Prior Registration Rights Agreement, the provisions of this Agreement shall control.

Piggyback Registration. (a) Each time If on or prior to June 30, 2011, the Company shall determine at any time proposes to file a registration statement register any of its equity securities under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with for sale to the proposed offer and sale of any of its securities of the same class as the Registrable Securities either public, whether for its own account or on behalf for the account of any other security holder holders or both on any registration form (other than Forms ▇-▇, ▇-▇ or another form not available for registering the Shares for sale to the public) which permits the inclusion of Shares held by the Investor (a registration pursuant to Section 2 or Section 3“Piggyback Registration”), then each such time the Company agrees to will give prompt written notice to the Investor of its determination intention so to all Holders do. Upon the written request of Registrable Securities. In the event that any such Holder delivers to Investor, received by the Company, Company within fifteen twenty (1520) days after the delivery giving of any such written notice to the Holder by the Company, a written request to include in such registration statement register any Registrable Securities of the HolderInvestor’s Shares, the Company will use its reasonable best efforts to cause the Shares as to which registration shall include such Registrable Securities have been so requested to be included in such the securities to be covered by the registration statementstatement proposed to be filed by the Company, all to the extent required requisite to permit the sale or other disposition by the prospective seller or sellers Investor of the Registrable Securities to be such Shares so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the The Company shall so advise the Holders as a part of its written notice. In such event have the right of to select the managing underwriter(s) for any Holder to registration pursuant to this Section 3 underwritten Piggyback Registration. The Investor 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 provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwritingCompany) enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in customary form in connection with the registration pursuant to this Section 5 of Shares in any such underwritten Piggyback Registration. If such proposed Piggyback Registration is an underwritten offering and the managing underwriter for such offering advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment opinion the number amount of Registrable Securities and the other securities requested to be registered (i) included therein exceeds the number amount of Registrable Securities and other securities which that can be sold in such offering at a price acceptable to such that the Company, or (ii) inclusion of such Shares would jeopardize the success adversely affect marketing of the offering, then (A) the number of Registrable Securities and other securities proposed to be included sold by the Company or on the account of other security holders as described above in the offering shall be reduced Section 5.2(a), any securities to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders on account of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and such other shares of Common Stock security holders shall have priority over any Shares held by such persons at the time of Investor, and the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may to be included in by the Investor and other holders of the Company’s securities exercising similar piggyback registration rights shall be reduced pro rata on the basis of the percentage of the then outstanding Shares held by the Investor and all such other holders exercising similar piggyback registration rights. Notwithstanding the provisions of this Section 5.2, the Company shall have the right at any time after it shall have given written notice to the Investor pursuant to Section 5.2(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 filing, but prior to effectiveness. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

Piggyback Registration. (ai) Each time If the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of the same class as the Registrable Securities Common Stock either for its own account or on behalf for the account of any other security holder or holders of Common Stock (other than a registration pursuant on Form S-8 (or similar or successor form) relating solely to Section 2 stock option, stock purchase or Section 3other employee benefit plans, or a registration on Form S-4 (or similar or successor form), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), the Company agrees will: (A) promptly give to give prompt the Investor a written notice thereof (which shall include a list of its determination the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (B) subject to Section 11(c)(ii) below, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all Holders of the Registrable Securities. In Securities specified in a written request or requests made by the event that any such Holder delivers to the Company, Investor within fifteen (15) days after the delivery of such date written notice to the Holder as described in Section 11(c)(i)(A) above is delivered by the Company, a . Such written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, may specify all to the extent required to permit the sale or other disposition by the prospective seller or sellers a part of the Registrable Securities to be so registeredSecurities. (bii) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a Public Sale consisting of an underwritten public offering involving an underwriting(in which event the underwriter shall be selected by the Company, in its sole discretion), the Company shall so advise the Holders Investor as a part of its the written noticenotice given pursuant to Section 11(c)(i)(A). In such event event, the right of any Holder the Investor to registration pursuant to this Section 3 11(c) shall be conditioned upon such Holder’s the Investor's participation in such underwriting and the inclusion of such Holder’s the Investor's Registrable Securities in the underwriting to the extent provided herein. Holders proposing The Investor, if its shares are to distribute their Registrable Securities through be included in such underwriting agree to enter into registration, shall (together with the Company and the other Holders Other Shareholders distributing their securities Common Stock through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) Representative. Notwithstanding any other provision of this Section 511(c), if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 Representative advises the Investor or the Company and the Holders of the Registrable Securities participating in such registration in writing that (x) the inclusion of shares held by the officers and directors of the Company in its good faith judgment the offering could, in the Representative's best judgment, materially reduce the offering price per share, or (y) that marketing factors require a limitation on the number of Registrable Securities and the other securities requested shares to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Companyunderwritten, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securitiesthen, in the manner determined by case of the Company. B. If preceding clause (x), the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time officers and directors of the filing Company shall be excluded from such underwriting to the extent so advised by the Representative and, in the case of the registration statement; and b. Lastpreceding clause (y), to the Company, for such number of shares of Common Stock as that may be included in the underwriting by the Investor and Other Shareholders requesting inclusion in such registration statement. (dbut not the Company or WWC) Those shall be reduced, on a pro rata basis (based on the number of shares requested by the Investor and such Other Shareholders to be included in such registration), by such minimum 34 number of shares as is necessary to comply with such limitation. If the Investor disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the Representative, given a reasonable period of time prior to the finalization of the underwriting arrangements. Any Registrable Securities which are or other securities excluded or withdrawn from the such underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration. If at any time prior to the effective date of the registration statement, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to the Investor and, thereupon, shall be relieved of its obligation under this Section 11(c) to register any of the Registrable Securities in connection with such registration.

Piggyback Registration. In addition to the registration rights set forth in Section 4.1, if the registration statement is not filed with or otherwise declared effective by the Securities and Exchange Commission (the “Commission”), then the Warrantholder shall also have certain “piggyback” registration rights as follows: (a) Each If at any time after the issuance of the Shares, the Company shall determine to file with the Commission a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registering any shares of equity securities and which could also include for registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3)Shares, the Company agrees to shall give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any each Warrantholder prior to such Holder delivers to filing. (b) Within 20 calendar days after such notice from the Company, within fifteen (15) days after the delivery of such each Warrantholder shall give written notice to the Holder by Company whether or not such Warrantholder desires to have all of such Warrantholder’s Shares included in the Companyregistration statement. If any Warrantholder fails to give such notice within such period, a written request such Warrantholder shall not have the right to include in have its Shares registered pursuant to such registration statement statement. If any Registrable Securities of the HolderWarrantholder gives such notice, then the Company shall include such Registrable Securities Warrantholder’s Shares in such the registration statement, all at Company’s sole cost and expense, subject to the extent required to permit the sale or other disposition by the prospective seller or sellers remaining terms of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 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 provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company4.2. (c) Notwithstanding any other provision of this Section 5, if If the managing underwriter of registration statement relates to an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company offering, and the Holders of the Registrable Securities participating in such registration underwriter shall determine in writing that in its good faith judgment the total number of Registrable Securities and the other shares of equity securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering offering, including the Shares, shall be reduced to that number exceed the amount which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed deems to be registered by or on behalf of appropriate for the Company are included in offering, the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing Shares to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock as may be included in the registration statementstatement shall be reduced in the same proportion as the remainder of the Shares in the offering and such participating Warrantholder’s Shares included in such registration statement will be reduced proportionately. For this purpose, if other securities in the registration statement are derivative securities, their underlying shares shall be included in the computation. Each participating Warrantholder shall enter into such agreements as may be reasonably required by the underwriters and each Warrantholder shall pay the underwriter’s commissions relating to the sale of their respective Shares. (d) Those Registrable Securities which are excluded from The Warrantholders shall have an unlimited number of opportunities to have the underwriting by reason of Shares registered under this Section 4.2 provided that the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included Company shall not be included required to register any Shares or keep any registration statement effective beyond such period required under Section 4.4(a) of this Agreement. (e) The Warrantholder shall furnish in writing to the Company such registrationinformation as the Company shall reasonably require in connection with a registration statement.

Piggyback Registration. (a) Each If at any time or from time to time the Company Corporation shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of register any of its securities of the same class as the Registrable Securities equity securities, either for its own account or on behalf for the account of any other security holder holders (other than (1) in a registration pursuant relating solely to Section 2 or Section 3)employee benefit plans, the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (152) days after the delivery of such written notice to the Holder by the Company, a written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered.Registration (b) If the registration of which the Company Corporation gives written notice pursuant to Section 5(a) is for a registered public offering involving an underwriting, the Company Corporation shall so advise the Holders as a part of its the written noticenotice given pursuant to Section 3(a)(i). In such event the right of any Holder to registration pursuant to this Section 3 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 provided herein. All Holders proposing to distribute dispose of their Registrable Securities through such underwriting agree to enter into (underwriting, together with the Company Corporation and the other Holders parties distributing their securities through such underwriting) , shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) Corporation. Notwithstanding any other provision of this Section 53, if the managing underwriter underwriters shall reasonably advise the Corporation that marketing factors (including, without limitation, an adverse effect on the per security offering price) require a limitation of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds underwritten, then the Corporation may limit the number of Registrable Securities to be included in the registration and other securities which can be sold underwriting, subject to the terms of this Section 3. The Corporation shall so advise all Holders of Registrable Securities that have requested to participate in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) and the number of Registrable Securities and other securities proposed to that may be included in the offering registration and underwriting shall be reduced to that number which allocated in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. Firstfollowing manner: first, to the CompanyCorporation and second, such that all securities proposed to be registered by or on behalf the Holders and other holders of the Company are included in the registration statement; b. Next, among all Holders Registrable Securities exercising a contractual right pursuant to this Section 3 to dispose of Registrable Securities in proportion, as nearly as practicable to such underwriting on a pro rata basis based on the respective total number of Registrable Securities held by such persons; provided, that any Registrable Securities thereby allocated to any such person that exceed such person’s request shall be reallocated among the remaining requesting Holders at the time of the filing of the registration statement; and c. Last, among all and other participating requesting holders proposing to register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable like manner. No such reduction shall (i) reduce the securities being offered by the Corporation for its (c) The Corporation shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the respective number effectiveness of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, whether or not any Holder has elected to the Company, for such number of shares of Common Stock as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included include securities in such registration.

Piggyback Registration. (a) Each From and after the Closing Date and until such time as the Registrable Securities are freely saleable under Rule 144(k) without volume limitations, if the Company shall determine to file proceed with the preparation and filing of a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) Registration Statement in connection with the proposed offer and sale of any of its securities by it or any of the same class as the Registrable Securities either for its own account or on behalf of any other security holder holders (other than a registration pursuant to Section 2 statement on Form S-4, S-8, any successor form thereto or Section 3other limited purpose form), the Company agrees to ▇▇▇ ▇▇▇▇any will give prompt written notice of its determination to all record Holders of the Registrable SecuritiesSecurities at least twenty (20) days prior to filing. In the event that Upon receipt of a written request from any such Holder delivers to within twenty (20) days after receipt of any such notice from the Company, within fifteen (15) days after the delivery of Company will, except as herein provided, cause all the Registrable Securities owned by such written notice Holders to the Holder by the Company, a written request to include be included in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities Registration Statement in such registration statement, all to the extent required order to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) . If the any registration of which the Company gives written notice pursuant to this Section 5(a) is for a public offering involving an underwriting2.2 shall be underwritten in whole or in part, the Company shall so advise cause the Holders Registrable Securities requested for inclusion pursuant to this Section 2.2 to be included in the underwriting on the same terms and conditions as a part of its written noticethe securities otherwise being sold through the underwriters, except to the extent provided in Section 2.2(b) below. In such event the right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the such underwriting to the extent provided hereinin Section 2.2(b) below. All Holders proposing to distribute their Registrable Securities securities through such underwriting agree to enter into shall (together with the Company and the other Holders holders distributing their securities through such underwriting) enter into an underwriting agreement with the underwriter or underwriters selected underwriters' representative for such underwriting by offering; provided that such holders shall have no right to participate in the Company. (c) Notwithstanding any other provision selection of the underwriters for an offering pursuant to this Section 52.2(a). The obligation of the Company under this Section 2.2 shall be unlimited as to the number of Registration Statements to which it applies. Notwithstanding the foregoing, if to the managing underwriter extent that all Registrable Securities are registered on an effective Registration Statement on Form S-3, the Company shall not be required to provide notice to Holders of an underwritten offering the preparation and filing of a registration statement in connection with the registration pursuant to this Section 5 advises the Company proposed nonunderwritten offer and sale of any of its securities and the Holders of the shall not be entitled to include any Registrable Securities participating in on such registration in writing that in its good faith judgment statement. (b) In connection with an underwritten public offering for the number account of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and c. Last, among all other participating holders proposing to register securities other than Registrable Securitiesif, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time opinion of the filing of underwriters' representative market factors (including, without limitation, the registration statement; and b. Last, to the Company, for such aggregate number of shares of Common Stock requested to be registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the registration) require a limitation of the number of shares to be underwritten, the underwriters' representative may exclude some or all Registrable Securities from such registration and underwriting and the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Holders have requested inclusion hereunder as may the underwriters shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such holder; 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 contractually entitled to inclusion of such securities in such Registration Statement or are not contractually 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 having the right to include such securities in the registration statement. (d) Those Registration Statement. No Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included this Section 2.2(b) shall not be included in such registrationRegistration Statement.