Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) the account of any holder of Boron Common Stock (other than a Shareholder), then Boron shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02.

Piggyback Registration. (a) If at any time, and from time after to time, the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to to: (A) file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an underwritten offering of Equity Interests Ordinary Shares or any other securities of the Company for (a) Boron’s own account which the Warrants have become exercisable (other than with respect to a Registration Statement registration statement (i) on Form S-8, (ii) on Form S-4 or S-8 (iii) another form not available for registering the Registrable Securities for sale to the public), whether or not for its own account; or (B) conduct an underwritten offering constituting a “takedown” of Ordinary Shares or any substitute form that may be adopted other securities for which the Warrants have become exercisable registered under a shelf registration statement previously filed by the SEC)) or (b) Company; the account of any holder of Boron Common Stock (other than a Shareholder), then Boron Company shall give written notice (the “Piggyback Notice”) of such proposed filing or Underwritten Offering underwritten offering to the Shareholders as soon as practicable each Holder at least twenty (but in no event less than ten (1020) Business Days before the anticipated filing date). Upon a written request given by any Shareholders Such notice shall include the number and class of securities proposed to Boron within five (5) Business Days after delivery be registered or offered, the proposed date of any such notice by Boron, to include Registrable Securities in filing of such registration statement or Underwritten Offeringthe conduct of such underwritten offering and any proposed means of distribution of such securities, as applicable (which request and shall specify offer the number Holder the opportunity to register such amount of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, Holder may request on the same terms and conditions as applicable to Boronthe registration of the Company’s or such holderand/or the holders of other of the Company’s shares of Boron Common Stock securities, as the case may be (a “Piggyback RegistrationOffering”), in each case to the extent such Registrable Securities are the same class of security having the same terms as the securities originally proposed by the Company to be offered in such underwritten offering. Subject to Section 7(b), the Company will include in each Piggyback Offering all such Registrable Securities for which the Company has received written request for inclusion within ten (10) Business Days after the date the Piggyback Notice is given; provided, however, that in the case of the filing of a registration statement, such Registrable Securities are not otherwise registered pursuant to an existing and effective Shelf Registration Statement under this Agreement pursuant to which such Registrable Securities may be included in such Piggyback Offering. (b) The Company will cause the managing underwriter or underwriters of the proposed offering to permit the requesting Holders to include all such Registrable Securities in the Piggyback Offering on the same terms and conditions as the securities originally proposed by the Company to be offered in such underwritten offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advises the Company and the requesting Holders in writing that, in its view, the total amount of securities that the Company, the requesting Holders and any other holders of the Company’s securities entitled to participate in such offering pursuant to registration rights or similar rights granted by the Company to such holders (“Other Holders”) propose to include in such offering is such as to adversely affect the success of such underwritten offering, then: (A) if such Piggyback Offering is an underwritten primary offering by the Company for its own account, the Company will include in such Piggyback Offering: (i) first, all securities to be offered by the Company; and (ii) second, up to the full amount of securities requested to be included in such Piggyback Offering by the requesting Holders and the Other Holders entitled to participate in such offering, allocated pro rata among such holders on the basis of the amount of securities requested to be included therein by each such holder; (B) if such Piggyback Offering is an underwritten secondary offering for the account of Other Holders exercising “demand” rights pursuant to another registration rights agreement with the Company, the Company will include in such registration: (i) first, all securities that the Other Holders exercising “demand” rights requested to be included therein; (ii) second, up to the full amount of securities requested to be included in such Piggyback Offering by the requesting Holders; and (iii) third, up to the full amount of securities proposed to be included in the registration by the Company; such that, in each case, the total amount of securities to be included in such Piggyback Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the success of such Piggyback Offering. (c) If at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, the Piggyback Notice and prior to the effective date time sales of securities are confirmed pursuant to the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Piggyback Offering, as applicable, Boron shall determine the Company determines for any reason not to proceed with register or delay the proposed registration or disposition, as applicable, of the Equity InterestsPiggyback Offering, then Boron the Company may, at its election, give written notice of such its determination to the requesting Holders, and in the case of such Shareholders and, thereupona determination, will be relieved of its obligation to register any Registrable Securities in connection with such registrationthe abandoned or delayed Piggyback Offering, or dispose without prejudice. (d) Any Holder may withdraw its request for inclusion in a Piggyback Offering by giving written notice to the Company, at least three (3) Business Days prior to the anticipated Effective Date of any Registrable Securities the Registration Statement filed in connection with such Underwritten Piggyback Offering, as applicable. Such Shareholders shallor, subject in the case of a Piggyback Offering constituting a “takedown” off of a shelf registration statement, at least three (3) Business Days prior to Section 2.06(b)the anticipated date of the filing by the Company under Rule 424 of a supplemental prospectus (which shall be the preliminary supplemental prospectus, enter into a customary underwriting agreement with if one is used in the Underwriter or Underwriters selected by Boron “takedown”) with respect to such offering, of its intention to withdraw from that registration; provided, however, that (i) the Holder’s request be made in writing and (ii) the withdrawal will be irrevocable and, after making the withdrawal, such Holder will no longer have any right to include its Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02in that Piggyback Offering.

Piggyback Registration. If at (a) Subject to 1.8(b) below, neither the Company nor any time after of its security holders (other than the Lockup Termination Date and Holders in addition such capacity pursuant hereto) may include securities of the Company in any registration statements other than the Registrable Securities, other than pursuant to a Special Registration or securities registered pursuant to the Shareholders’ rights in Section 2.01 and Section 2.02Conversion Registration Rights Agreement. (b) The Company may conduct a registered public offering with respect to a primary offering of Common Stock (such offering, Boron proposes to file a “Primary Offering”). (c) The Company shall give prompt written notice of the proposed filing of a registration statement under (the Securities Act or consummate an Underwritten “Primary Offering with respect to an offering of Equity Interests Registration Statement”) for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may Primary Offering, which notice shall be adopted by the SEC)) or (b) the account of any holder of Boron Common Stock (other than a Shareholder)given, then Boron shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in extent reasonably practicable, no event less later than ten (10) Business Days before prior to the anticipated filing datedate (the “Piggyback Notice”) to the Sellers. The Piggyback Notice shall offer such Sellers the opportunity to include (or cause to be included) in such Primary Offering the number of shares of Registrable Securities as each such Seller may request (each, a “Piggyback Transaction”). Upon Subject to Section 1.8(d), the Company shall use commercially reasonable efforts to include in each Piggyback Transaction all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each, a written request given by any Shareholders to Boron “Piggyback Request”) within five (5) Business Days after delivery the date of the Piggyback Notice but in any event not later than two (2) Business Day prior to the filing date of a Primary Offering Registration Statement related to the Piggyback Transaction. The Company shall not be required to maintain the effectiveness of such notice Primary Offering Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by Boron, the Sellers of the Registrable Securities included in such Primary Offering Registration Statement. (d) The Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed Primary Offering to permit Sellers of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Seller’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such registration Primary Offering advise the Company in writing that in its or Underwritten Offering, as applicable (which request shall specify their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (A) first, the securities proposed to be sold by the Company for its own account; (B) second, the Registrable Securities proposed of the Sellers that have requested to participate in such Primary Offering, allocated pro rata among such Sellers on the basis of the Sellers’ then-current ownership of Registrable Securities; and (C) third, any other securities of the Company that have been requested to be included in such registration or Underwritten Offeringoffering; provided that the Sellers may, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of time at which the Registration Statement filed in connection with such registration, offering price or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed underwriter’s discount is determined with the proposed registration managing underwriter or dispositionunderwriters, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of withdraw their request to be included in such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders underwritten public offering pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.021.8.

Piggyback Registration. If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (If the Company elects or is required to register any sale of the shares of any Common Stock, other than pursuant to Section 3 hereof or other than a Registration Statement filed on Form S-8 or Form S-4 or S-8 (or any substitute form that may be adopted similar or successor forms issued by the SEC)) or (b) the account of any holder of Boron Common Stock (other than a ShareholderCommission from time to time), then Boron the Company shall give (i) promptly provide each Holder with written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, howeverwhich notice shall include a list of all jurisdictions in which the Company intends to register and qualify such Common Stock, that if at and (ii) use its reasonable best efforts to include in such registration all the Registrable Securities requested to be included by any time Holder within thirty (30) days after giving written notice of such proposed filing or registration is delivered to Holders. (b) If the Company intends for the Common Stock being registered pursuant to any Piggyback Registration to be distributed pursuant to an underwriting (an “Underwritten OfferingPiggyback Registration”), as applicablethe notice provided by the Company to Holders pursuant to Section 4(a) shall state that such registration will be underwritten. (c) Notwithstanding anything to the contrary in Section 4, the right of any Holder to participate in an Underwritten Piggyback Registration shall be conditioned upon such Holder agreeing to (i) sell all of its Registrable Securities included in such registration on the basis provided in any underwriting arrangements approved by the Company, and (ii) complete and execute all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. (d) If in connection with any Underwritten Piggyback Registration the Underwriter determines that market factors limit the number of Registrable Securities that can be underwritten, the number of Registrable Securities of any Holder that can be included in such registration shall be equal to the product of (i) the maximum number of Registrable Securities that the Underwriter estimates can be underwritten in connection with such registration, and (ii) a fraction, the numerator of which shall equal the number of Registrable Securities that such Holder requested be included in such registration, and the denominator of which shall equal the total number of Registrable Securities that were requested to be included in such registration by all Holders. If the number of Registrable Securities that any Holder requested be included in an Underwritten Piggyback Registration is to be reduced as a result of market factors, the Company shall promptly notify such Holder of any such reduction and the number of Registrable Securities of such Holder that will be included in such registration. (e) If in connection with any Underwritten Piggyback Registration any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw from such underwriting by delivering written notice to the Company and the Underwriter at least seven (7) days prior to the effective date of the Registration Statement filed in Statement. Any Registrable Securities withdrawn from such underwriting shall also be withdrawn from such registration. (f) In connection with such registrationany Piggyback Registration, or the consummation of such Underwritten Offering, as applicable, Boron Company shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at exercise its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation best efforts to register any and qualify the Registrable Securities included in connection with such registration, or dispose of any Registrable Securities registration in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected each jurisdiction reasonably requested by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration each Holder of Registrable Securities effected pursuant to a request included in such registration. (g) Notwithstanding anything else contained in this Section 4, the rights granted under this Section 2.03 3 shall relieve Boron terminate on the date described in Section 3, above. (h) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of its obligations under Section 2.01 such registration whether or Section 2.02not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with this Agreement.

Piggyback Registration. If If, at any time after within the Lockup Termination six-year period commencing on the one-year anniversary date of the Effective Date and in addition to expiring on the Shareholders’ rights in Section 2.01 and Section 2.02seventh anniversary date of the Effective Date, Boron proposes to the Company should file a registration statement with the Commission under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than in connection with a Registration Statement on merger or other business combination transaction or pursuant to Form S-4 S-8 or S-8 (or any substitute form that may be adopted by the SEC)a comparable registration statement) or (b) the account of any holder of Boron Common Stock (other than a Shareholder), then Boron shall it will give written notice of such proposed filing or Underwritten Offering by registered mail, at least thirty (30) calendar days prior to the Shareholders as soon as practicable filing of each such registration statement, to Network 1 Financial and to all other Holders of the Underwriter's Warrants and the shares of Common Stock and Warrants purchased or purchasable upon exercise thereof of its intention to do so. If the Holders of the Registrable Securities notify the Company within twenty (but in no event less than ten (1020) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days calendar days after delivery receipt of any such notice by Boron, of its or their desire to include any Registrable Securities in such proposed registration statement, the Company shall afford the Holders of the Registrable Securities the opportunity to have such Registrable Securities included in such registration statement, unless the underwriters for each proposed registration statement objects to the inclusion of the Registrable Securities in such registration or Underwritten Offeringstatement. To the extents a subsequent underwriter agrees to register a portion of the Underwriter's Warrants and the shares of Common Stock and Warrants purchasable thereunder, such inclusion shall be on a pro-rata basis to the holders thereof without penalty to the unregistered holders. However, in such event, the Company will, within six (6) months of completion of such underwritten offering, file at the expense of the Company, a registration statement so as applicable (which request shall specify to permit a public offering and sale of the number of Registrable Securities proposed so excluded for a period of nine (9) months, which shall be in addition to any registration statement required to be included in such registration or Underwritten Offering, as applicablefiled pursuant to Section 8(b). Notwithstanding the provisions of this Section 8(b) and the provisions of Section 8(c), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on Company shall have the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if right at any time after giving it shall have given written notice pursuant to this Section 8(b) (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 or Underwritten Offering, as applicable, and but prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02thereof.

Piggyback Registration. If at any time after the Lockup Termination Date and in addition (a) Each time, prior to the Shareholders’ rights in Section 2.01 and Section 2.02Termination Date, Boron proposes to file as hereinafter defined, that (i) there is not a registration statement covering all of the Registrable Securities and (ii) the Company shall propose the registration under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for 1933, as amended (a) Boron’s own account the "Act"), of any shares of Common Stock of the Company (other than a Registration Statement registrations on Form S-4 or S-8 (Forms ▇-▇, ▇-▇ or any substitute form that may be adopted by the SEC)) similar or (b) the account of any holder of Boron Common Stock (other than a Shareholdersuccessor forms thereto), then Boron shall give written notice of such proposed filing or Underwritten Offering registration stating the total number of shares proposed to be the subject of such registration shall be given by the Company to the Shareholders Shareholder. Unless, within ten days after receipt of the notice, the Shareholder shall request in writing that the Registrable Securities not be included in such proposed registration statement (an "Exclusion Request"), the Company will automatically include in the registration statement filed with the Commission, as soon hereinafter defined, with regard to such proposed registration all or any part of such Registrable Securities such holder did not request to be excluded from registration, subject to customary underwriter cutbacks applicable to all holders of registration rights. (b) All Registration Expenses, as practicable hereinafter defined, incident to the performance of or compliance with this Agreement by the Company, whether or not any Registrable Securities are sold pursuant to a registration statement filed pursuant to this Agreement under the Act, will be paid by the Company. (but c) Notwithstanding anything to the contrary in no event less than ten (10) Business Days before this Section 2, the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, Shareholder shall not be entitled to include Registrable Securities in any registration statement filed pursuant to this Section 2 such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed as are demanded not to be included, in writing, by the selling shareholders listed in such registration statement (excluding the Shareholder) in the event such registration statement is being filed pursuant to the exercise by such selling shareholders of demand registration rights granted after the date hereof, or pursuant to registration rights granted to such selling shareholders in connection with a financing completed after the date hereof or otherwise; PROVIDED, HOWEVER, that in the event any of Shareholder's Registrable Securities were not excluded from registration pursuant to an Exclusion Request in accordance with this Section 2 ("Requested Registrable Securities") and, accordingly, are to be included in such registration or Underwritten Offeringstatement, but were not so included, then the Company shall, as applicable)promptly as practicable following the filing of such registration statement, Boron shallbut in any event not more than ninety (90) days following the effectiveness of such filing, subject file an additional registration statement registering the Requested Registrable Securities and use the Company's reasonable best efforts to cause such registration statement to be declared effective within sixty days thereafter; and PROVIDED FURTHER, HOWEVER, that the Company shall not be required to file more than one registration statement on behalf of the Shareholder pursuant to this Section 2(c) (other than for purposes of keeping the registration statement current and effective for a period not to exceed one (1) year from the date the registration statement is first declared effective) without regard to the following proviso, include all such requested number of shares constituting the Requested Registrable Securities Securities. (d) The piggyback registration rights provided in such registration or Underwritten Offering, as applicable, on this Section 2 may be exercised by the same terms and conditions as applicable Shareholder from time to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed accordance with the proposed registration or disposition, as applicable, provisions of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to this Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron 2 with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration or all registrations under the Act of Registrable Securities effected pursuant to a request Common Stock of the Company proposed under this Section 2.03 shall relieve Boron 2, except for registrations of its obligations under Section 2.01 common stock on Forms ▇-▇, ▇-▇ or Section 2.02any similar or successor forms thereto.

Piggyback Registration. If at any time after (a) Whenever the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement register any of its securities under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than pursuant to a Registration Statement registration pursuant to Section 2.2 or a registration on Form S-4 or S-8 (or any substitute successor or similar forms) and the registration form that to be used may be adopted by used for the SEC)) registration of Registrable Securities, whether or (b) not for sale for its own account, the account of any holder of Boron Common Stock (other than a Shareholder), then Boron shall Company will give prompt written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days 30 days before the anticipated filing date) to all Designated Holders (other than Designated Holders all of whose Registrable Securities are then covered by an effective Registration Statement). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any , and such notice by Boron, shall describe the proposed registration and distribution and offer to include Registrable Securities in all such registration or Underwritten Offering, as applicable (which request shall specify Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request. The Company will include in such registration statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the Designated Holders’ receipt of the Company’s notice (a “Piggyback Registration”). (b) The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering involving a Piggyback Registration to permit the Registrable Securities requested to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject a Piggyback Registration to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, be included on the same terms and conditions as applicable any similar securities of the Company or any other security holder included therein and to Boron’s permit the sale or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice other disposition of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection accordance with such registration, or dispose the intended method of any distribution thereof. (c) Any Designated Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders Registration Statement pursuant to this Section 2.032.3 by giving written notice to the Company of its request to withdraw. No The Company may withdraw a Piggyback Registration at any time prior to the time it becomes effective. (d) If (i) a Piggyback Registration involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall inform the Company and Designated Holders requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities effected concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Company proposes to register, and (ii) second, Registrable Securities and securities which have been requested to be included in such registration by Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Designated Holders and such other Persons); and (y) in cases not initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a “demand” registration right pursuant to a request under contractual commitment of the Company is the basis for the registration, (ii) second, Registrable Securities and securities which have been requested to be included in such registration by Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Designated Holders and such other Persons), and (iii) third, the securities which the Company proposes to register. (e) If, as a result of the proration provisions of this Section 2.03 2.3, any Designated Holder shall relieve Boron not be entitled to include all Registrable Securities in a Piggyback Registration that such Designated Holder has requested to be included, such holder may elect to withdraw his request to include Registrable Securities in such registration. (f) The right of its obligations under the Designated Holders to register Registrable Securities pursuant to this Section 2.01 or Section 2.022.3 is only exercisable with respect to Registrable Securities not then covered by an effective Registration Statement.

Piggyback Registration. If at any time after (a) Whenever the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement register any of its Ordinary Shares under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement registration effected solely to implement an employee benefit plan or in connection with the registration of shares to be issued as consideration in a business combination or share exchange, or a registration statement on Form S-4 or S-8 (Forms F-4, ▇-▇, ▇-▇ or any substitute successor form that may be adopted by thereto or another form not available for registering the SECRegistrable Securities for sale to the public)) , whether for its own account or (b) for the account of one or more other shareholders of the Company and the form of Registration Statement to be used may be used for any holder of Boron Common Stock (other than a Shareholder), then Boron shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the Shareholders of its intention to effect such a registration and, subject to Section 2.02(b) shall include in such registration all Registrable Securities held by the Shareholders with respect to which the Company has received written requests for inclusion from any Shareholder within fifteen (15) days after the Company’s notice has been given; provided that the Company may limit the number of Registrable Securities of a selling Shareholder under any or all Piggyback Registrations to the Ownership Ratio; and further provided that the Company, if requested by a demanding Shareholder, may in its sole discretion, include more than such Shareholder’s Ownership Ratio. The Company may postpone or withdraw the filing or the effectiveness of any Piggyback Registration at any time in its sole discretion, upon written notice to the Shareholders, without prejudice, however, to the right of a Shareholder to immediately request that such registration be effected as a Demand Registration. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2.01 of this Agreement. (b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its opinion the number of Ordinary Shares proposed to be included in such registration, including all Registrable Securities and all other Ordinary Shares proposed to be included in such underwritten offering, exceeds the number of Ordinary Shares which can be sold in such offering and/or that the number of Ordinary Shares proposed to be included in any such registration would adversely affect the price per share of the Ordinary Shares to be sold in such offering, the Company shall include in such registration (i) first, the number of Ordinary Shares that the Company proposes to sell, (ii) second, the number of Ordinary Shares requested to be included therein by holders of Registrable Securities, allocated pro rata among all such Shareholders on the basis of the number of Registrable Securities owned by each such Shareholder or in such manner as they may otherwise agree; and (iii) third, the number of Ordinary Shares requested to be included therein by holders of Ordinary Shares (other than holders of Registrable Securities), allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Ordinary Shares other than Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Ordinary Shares proposed to be included in such registration, including all Registrable Securities and all other Ordinary Shares proposed to be included in such underwritten offering, exceeds the number of Ordinary Shares which can be sold in such offering and/or that the number of Ordinary Shares proposed to be included in any such registration would adversely affect the price per Common Share to be sold in such offering, the Company shall include in such registration (i) first, the number of Ordinary Shares requested to be included therein by the Shareholder(s) requesting such registration and by the holders of Registrable Securities, allocated pro rata among such Shareholders on the basis of the number of Ordinary Shares (on a Fully Diluted Basis) and the number of Registrable Securities, as applicable, owned by all such Shareholders or in such manner as they may otherwise agree; and (ii) second, the number of Ordinary Shares requested to be included therein by other holders of Ordinary Shares, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering; provided, however, that if at any time after giving written notice the holders of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date a majority of the Registration Statement filed Registrable Securities included in the registration may select an investment banking firm to act as the co-managing underwriter in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02offering.

Piggyback Registration. If at any time (a) Subject to 1.8(b) below, from and after the Lockup Termination Date and Stockholder Approval Date, neither the Company nor any of its security holders (other than the Holders in addition such capacity pursuant hereto) may include securities of the Company in any registration statements other than the Registrable Securities, other than pursuant to a Special Registration or securities registered pursuant to the Shareholders’ rights in Section 2.01 and Section 2.02Original Registration Rights Agreement. (b) The Company may conduct a registered public offering with respect to a primary offering of Common Stock (such offering, Boron proposes to file a “Primary Offering”). (c) The Company shall give prompt written notice of the proposed filing of a registration statement under (the Securities Act or consummate an Underwritten “Primary Offering with respect to an offering of Equity Interests Registration Statement”) for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may Primary Offering, which notice shall be adopted by the SEC)) or (b) the account of any holder of Boron Common Stock (other than a Shareholder)given, then Boron shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in extent reasonably practicable, no event less later than ten (10) Business Days before prior to the anticipated filing datedate (the “Piggyback Notice”) to the Sellers. The Piggyback Notice shall offer such Sellers the opportunity to include (or cause to be included) in such Primary Offering the number of shares of Registrable Securities as each such Seller may request (each, a “Piggyback Transaction”). Upon Subject to Section 1.8(d), the Company shall use commercially reasonable efforts to include in each Piggyback Transaction all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each, a written request given by any Shareholders to Boron “Piggyback Request”) within five (5) Business Days after delivery the date of the Piggyback Notice but in any event not later than two (2) Business Day prior to the filing date of a Primary Offering Registration Statement related to the Piggyback Transaction. The Company shall not be required to maintain the effectiveness of such notice Primary Offering Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by Boron, the Sellers of the Registrable Securities included in such Primary Offering Registration Statement. (d) The Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed Primary Offering to permit Sellers of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Seller’s Piggyback Request on the same terms and subject to the same conditions as any other shares of capital stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such registration Primary Offering advise the Company in writing that in its or Underwritten Offering, as applicable (which request shall specify their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (A) first, the securities proposed to be sold by the Company for its own account; (B) second, the Registrable Securities proposed of the Sellers that have requested to participate in such Primary Offering, allocated pro rata among such Sellers on the basis of the Sellers’ then-current ownership of Registrable Securities; and (C) third, any other securities of the Company that have been requested to be included in such registration or Underwritten Offeringoffering; provided that the Sellers may, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of time at which the Registration Statement filed in connection with such registration, offering price or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed underwriter’s discount is determined with the proposed registration managing underwriter or dispositionunderwriters, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of withdraw their request to be included in such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders underwritten public offering pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.021.8.

Piggyback Registration. (i) If at any time after prior to a Registration Statement being filed pursuant to Section 2(a) the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted contemplated by the SECSection 2(a)) (an “Offering”) on its own behalf relating to the sale of Equity Securities or (b) the account on behalf of any holder of Boron Common Stock other person (other than a Shareholderregistration relating solely to the sale of securities to participants in an employee benefit plan, a transaction to which Rule 145 promulgated under the Securities Act or any other similar rule or regulation of the SEC is applicable or any other form or type of registration in which Registrable Securities cannot be included pursuant to SEC rule or practice), then Boron the Company shall give written not less than twenty (20) business days’ notice (the “Piggyback Notice”) of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before Investors. The Piggyback Notice shall offer such Investors the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, opportunity to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the Offering such number of Registrable Registerable Securities proposed to be included (the “Included Common Shares”) as each Investor may request in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock writing (a “Piggyback Registration”). The Company shall use reasonable efforts to increase the length of the Piggyback Notice to provide more time for the Investors to make an election to participate. An Investor will have ten (10) business days, or such longer period as may be specified by the Company in the Piggyback Notice, after such Piggyback Notice has been delivered to request in writing the inclusion of Included Common Shares in the Offering. If no request for inclusion from an Investor is received within the specified time, such Investor shall have no further right to participate in such Offering; provided, however, that such Investor shall continue to have the right to participate in any future Offerings. (ii) Notwithstanding the foregoing, (A) if such Piggyback Registration involves an underwritten public offering, the Investors must agree to sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such Offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 5) and must enter into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, its intention to register any Registrable Securities pursuant to Section 2(b)(i) and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron Company shall determine for any reason not to proceed with cause such Registration Statement to become effective under the proposed registration or dispositionSecurities Act, as applicable, of the Equity Interests, then Boron may, at its election, give Company shall deliver written notice of such determination to such Shareholders the Investors and, thereupon, will shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, or dispose however, that nothing contained in this Section 2(b)(ii) shall limit the Company’s liabilities and/or obligations under this Agreement. If the managing underwriter(s) for the Piggyback Registration advise the Company that the number of any Registrable Securities shares proposed to be included in connection with such Underwritten the Offering exceeds the number that can reasonably be sold in the Offering, as applicable. Such Shareholders shallthen the shares to be included in such Offering shall be allocated, subject first, to Section 2.06(b)the account of the Company, enter into in the event that the public offering relates to a customary underwriting agreement with primary offering by or on behalf of the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders Company, or, if the Offering is being made pursuant to this Section 2.03. No a demand registration rights granted to one or more holders of Buyer Common Stock, such holders; second, to the Investors, on a pro rata basis based on the number of Registrable Securities effected pursuant the Investors sought to a request under this Section 2.03 include in such Offering; and third, to any other holder of Buyer Common Stock having the right to include its shares in such Offering. The Company shall relieve Boron of its obligations under Section 2.01 or Section 2.02have the right to select the managing underwriters for any such underwritten Piggyback Registration.

Piggyback Registration. If the Company, at any time after when the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02Initial Registration Statement or a Shelf Registration Statement covering all outstanding shares of Registrable Common Stock is not effective, Boron proposes to file a registration statement register any of its securities under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (by registration on any forms other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may successor or similar form(s)), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it shall give prompt written notice to all of the Holders of the Registrable Common Stock and all holders of Warrants of its intention to do so and of such Holders’ rights (if any) under this Section 4, which notice, shall be adopted by given at least 30 days prior to such proposed registration. Upon the SEC)) or (b) the account written request of any Holder that is a holder of Boron Registrable Common Stock (other than a Shareholder), then Boron shall give written receiving notice of such proposed filing or Underwritten Offering to registration (a “Piggyback Requesting Holder”) made within 20 days after the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery receipt of any such notice by Boron, to include Registrable Securities (10 days if the Company states in such written notice to the relevant security holders stating that (i) such registration or Underwritten Offeringwill be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), as applicable (which request shall specify the number Registrable Common Stock intended to be disposed of by such Piggyback Requesting Holder and, in the case of an underwritten offering the minimum offering price per share at which such Piggyback Requesting Holder is willing to sell its Registrable Common Stock, the Company shall, subject to Section 7(b) hereof, effect the registration under the Securities Act of all Registrable Common Stock which the Company has been so requested to register by the Piggyback Requesting Holders thereof; provided, that, (A) prior to the effective date of the registration statement filed in connection with such registration pursuant to this Section 4, promptly following receipt of notification by the Company from the managing underwriter (if an underwritten offering) of the price or range of prices at which such securities are proposed to be sold, the Company shall so advise each Piggyback Requesting Holder of such price, and if such price is below the minimum price which any Piggyback Requesting Holder shall have indicated to be acceptable to such Piggyback Requesting Holder, such Piggyback Requesting Holder shall then have the right irrevocably to withdraw its request to have its Registrable Common Stock included in such registration statement, by delivery of written notice of such withdrawal to the Company within one (1) Business Day of its being notified in writing of such price, without prejudice to the rights of any holder or Underwritten Offeringholders of Registrable Common Stock to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 4 or to cause such registration to be effected as a registration under Section 3(a) hereof, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock case may be; (a “Piggyback Registration”); provided, however, that B) if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, its intention to register any securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron Company shall determine for any reason not to proceed with register or to delay registration of all of such securities, the proposed registration or disposition, as applicable, of the Equity Interests, then Boron Company may, at its election, give written notice of such determination to such Shareholders andeach Piggyback Requesting Holder and (i) in the case of a determination not to register, thereupon, will shall be relieved of its obligation to register any Registrable Securities Common Stock in connection with such registrationregistration (but not from any obligation of the Company to pay the Expenses in connection therewith), or dispose without prejudice, however, to the rights of any Holder to include Registrable Securities Common Stock in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter any future registration (or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders registrations) pursuant to this Section 2.034 or to cause such registration to be effected as a registration under Section 3 hereof, as the case may be, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Common Stock, for the same period as the delay in registering such other securities; and (C) if such registration was initiated by the Company for its own account and involves an underwritten offering, each Piggyback Requesting Holder that does not withdraw its request as provided in Section 4(A) shall sell its Registrable Common Stock on the same terms and conditions as those that apply to the Company, and the underwriters of such underwritten offering (including the Registrable Common Stock sold by each Piggyback Requesting Holder) shall be an underwriter (or underwriters) selected by the Company in its sole and absolute discretion. No registration effected under this Section 4 shall relieve the Company of Registrable Securities its obligation to effect any registration upon request under Section 3(a) or 3(b) hereof and no registration effected pursuant to a request this Section 4 shall be deemed to have been effected pursuant to Section 3(a) or 3(b) hereof. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation under this Section 2.03 shall relieve Boron 4 to make any offering of its obligations under Section 2.01 securities, or Section 2.02to complete an offering of its securities that it proposes to make, and shall incur no liability to any Holder for its failure to do so.

Piggyback Registration. If at (a) At any time after that the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests Registration Statement, either for (a) Boron’s its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) for the account of any holder of Boron Common Stock (other than a Shareholder)stockholder or stockholders, then Boron the Company shall give the Holder written notice of such proposed filing or Underwritten Offering its intention to do so and of the intended method of sale (the "Registration Notice") within a reasonable time prior to the Shareholders as soon as practicable (but anticipated filing date of the Registration Statement effecting such registration. The Holder may request inclusion of any Restricted Securities in no event less than such Registration Statement by delivering to the Company, within ten (10) Business Days before after receipt of the anticipated filing date). Upon Registration Notice, a written request given by any Shareholders to Boron within five notice (5the "Piggyback Notice") Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify stating the number of Registrable Restricted Securities proposed to be included and that such shares are to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Registration Statement. The Company shall use its best efforts to cause all Restricted Securities specified in the Piggyback Notice to be included in the Registration Statement and any related offering, all to the extent requisite to permit the sale by the Holder of such Restricted Securities in accordance with the method of sale applicable to Boron’s or such holder’s the other shares of Boron Common Stock (a “Piggyback Registration”)included in such Registration Statement; provided, however, that if if, at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, Registration Notice and prior to the effective date Effective Time of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron Company shall determine for any reason not to proceed with register or to delay registration of such securities, the proposed registration or disposition, as applicable, of the Equity Interests, then Boron Company may, at its election, give written notice of such determination to such Shareholders the Holder and, thereupon: (i) in the case of a determination not to register, will shall be relieved of its obligation to register any Registrable Restricted Securities in connection with such registrationregistration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) in the case of a delay in registering, shall be permitted to delay registering any Restricted Securities for the same period as the delay in registering such other securities. (b) The Company's obligation to include Restricted Securities in a Registration Statement pursuant to Section 2.1(a) shall be subject to the following limitations: (i) The Company shall not be obligated to include any Restricted Securities in a registration statement filed on Form ▇-▇, ▇▇▇▇ ▇-▇ or dispose such other similar successor forms then in effect under the Securities Act. (ii) If a Registration Statement involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such Registration Statement exceeds the number which can be sold in such offering without adversely affecting the offering, the Company will include in such Registration Statement the number of such Securities which the Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows: (A) first, the securities proposed by the Company to be sold for it own account, and (B) second, any Registrable Restricted Securities requested to be included in such registration and any other securities of the Company in accordance with the priorities, if any, then existing among the holders of such securities pro rata among the holders thereof requesting such registration on the basis of the number of shares of such securities requested to be included by such holders. (iii) The Company shall not be obligated to include Restricted Securities in more than two (2) Registration Statement(s). (c) The Holder may not include any of its Restricted Securities in the Company Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 10 Business Days after receipt of a written request therefor, such information specified in Item 507 of Regulation S-K under the Securities Act and such other information as the Company may reasonably request for use in connection with such Underwritten Offering, as applicablethe Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to the NASD. Such Shareholders shall, subject The Holder agrees to Section 2.06(b), enter into a customary underwriting agreement with furnish promptly to the Underwriter or Underwriters selected by Boron with respect Company all information required to any Registrable Securities sold be disclosed in order to make all information previously furnished to the Company by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02Holder not materially misleading.

Piggyback Registration. If at a. At any time after that the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a Company registration statement on Form S-1, including the pending Form S-1 registration filed on January 8, 1998, under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (the "Registrations Statement"), or any substitute form that may be adopted by amendment filed thereof, the SEC)) or (b) the account of any holder of Boron Common Stock (other than a Shareholder), then Boron Company shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed cause to be included in such registration statement any securities issued or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities issuance in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”)this transaction; provided, however, that if if, at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, its intention to register any securities and prior to the effective date of the Company Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron Company shall determine for any reason not to proceed with register or to delay registration of holder's Restricted Securities, the proposed registration or disposition, as applicable, of the Equity Interests, then Boron Company may, at its election, give written notice of such determination to such Shareholders Holder and, thereupon: (i) in the case of a determination not to register such other securities, will shall be relieved of its obligation to register any Registrable Holder's Restricted Securities in connection with such registrationregistration (but not from its obligation to pay the registration expenses in connection therewith), and (ii) in the case of a delay in registering, shall be permitted to delay registering Holder's Restricted Securities for the same period as the delay in registering such other securities. b. The Company's obligation to include Restricted Securities in a Company's Registration Statement pursuant to Section 10(a) shall be subject to the following limitations: (i) The Company may elect, at its sole option and for any reason, not to register Holder's Restricted Shares, provided however, that this right is limited to one (1) time and relative to one (1) particular Company Registration Statement. (ii) The Company shall not be obligated to include any Restricted Securities in a registration statement filed on Form S-▇, ▇▇▇▇ ▇-▇ or dispose such other similar successor forms then in effect under the Securities Act. (iii) If a Company Registration Statement involves an underwritten offering and the managing underwriter advises the Company in writing that in its opinion, the number of securities requested to be included in such Company Registration Statement exceeds the number which can be sold in such offering without adversely affecting the offering, the Company shall include in such Company Registration Statement the number of such securities which the Company is so advised can be sold in such offering without adversely affecting the offering, determined as follows: (A) first, the securities proposed by the Company to be sold for it own account, and (B) second, any Registrable Restricted Securities requested to be included in such registration and any other securities of the Company in accordance with the priorities, if and then existing among the holders of such securities pro rata among the holders thereof requesting such registration on the basis of the number of shares of such securities requested to be included by such holders. (iv) The Company shall not be obligated to include Restricted Securities in more than one (1) Company Registration Statement. (c) To the extent Holder's Restricted Securities are intended to be included in a Company Registration Statement, Holder may include any of its Restricted Securities in such Company Registration Statement pursuant to this Agreement only if Holder furnishes to the Company in writing, within ten (10) business days after receipt of a written request therefor, such information specified in Item 507 of Regulation S-K under the Act or such other information as the Company may reasonably request for use in connection with such Underwritten Offering, the Company Registration Statement or Prospectus or preliminary Prospectus included therein and in any application to the NASD. Holder as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with which the Underwriter or Underwriters selected Company Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make all information previously furnished to the Company by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02Holder not materially misleading.

Piggyback Registration. If If, at any time after during the Lockup Termination Date and in addition to seven-year period commencing on the Shareholders’ rights in Section 2.01 and Section 2.02date the Warrants are issued, Boron the Company proposes to file a registration statement register any of its securities under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than pursuant to Form ▇-▇, ▇-▇ or a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (bcomparable registration statement) the account of any holder of Boron Common Stock (other than a Shareholder), then Boron shall Company will give written notice of such proposed filing or Underwritten Offering by registered mail, at least thirty (30) days prior to the Shareholders as soon as practicable filing of each such registration statement, to the Placement Agent and to all other Holders of the Warrant Securities of its intention to do so. If the Placement Agent or other Holders of the Warrant Securities notify the Company within twenty (but in no event less than ten (1020) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days days after delivery receipt of any such notice by Boron, of its or their desire to include Registrable Securities any such securities in such proposed registration or Underwritten Offeringstatement, as applicable (which request the Company shall specify afford the number Placement Agent and such Holders of Registrable the Warrant Securities proposed the opportunity to be included in have any such Warrant Securities registered under such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”)statement; provided, however, that if it is understood and agreed that the Company shall register all of the Warrant Securities as part of the registration statement it is obligated to file pursuant to the Offering within sixty (60) days from the date hereof (the "Offering Registration Statement") and no notice need be provided by the Placement Agent or other Holders of the Warrant Securities. The obligation to register the Warrant Securities pursuant to this Section 7.2 shall be subject to the same piggyback registration cutbacks and holdbacks to which registration of the warrant shares are subject to under the Warrants issued to the purchasers of securities in the Offering; provided, however, that no registration cutbacks or holdbacks shall apply to the registration of the Warrant Security pursuant to the Offering Registration Statement. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after giving it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing or Underwritten Offering, as applicable, and but prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02thereof.

Piggyback Registration. If at any time after October 15, 2003 while any Registrable Shares are outstanding the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests Common Stock solely for (a) Boron’s own account cash (other than a Registration Statement registration statement (i) on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or S-8 any successor form or in connection with an exchange offer, (iii) in connection with a rights offering or any substitute form that may be adopted by a dividend reinvestment and share purchase plan offered exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the SEC)Company or its affiliates, (v) relating to a transaction pursuant to Rule 145 of the Securities Act, or (bvi) a shelf registration, whether or not for its own account (a "Piggyback Registration Statement" and together with the account of any holder of Boron Common Stock (other than Required Registration Statement, a Shareholder"Registration Statement"), then Boron the Company shall give to the Holders of Registrable Shares written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than at least ten (10) Business Days days before filing. The notice referred to in the anticipated filing datepreceding sentence shall offer Holders the opportunity to register such amount of Registrable Shares as each Holder may request (a "Piggyback Registration"). Upon a Subject to the provisions of Section 2 below, the Company shall include in such Piggyback Registration all Registrable Shares requested to be included in the registration for which the Company has received written request given by any Shareholders to Boron requests for inclusion therein within five (5) Business Days days after delivery the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of such notice by BoronPiggyback Registration Statement. If a Piggyback Registration is an underwritten offering, the Company shall not be required to include any Registrable Securities Shares in such underwriting unless the Holders thereof accept the terms of the underwriting agreement as agreed upon between the Company and the underwriter or underwriters selected by it. If a Piggyback Registration is an underwritten registration or Underwritten Offering, as applicable (which request shall specify on behalf of the Company and the managing underwriter advises the Company that the total number of Registrable Securities proposed shares of Common Stock requested to be included in such registration or Underwritten Offeringexceeds the number of shares of Common Stock which can be sold in such offering, as applicable), Boron shall, subject to the following proviso, Company will include all such requested Registrable Securities in such registration or Underwritten Offeringin the following priority: (i) first, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s all shares of Boron Common Stock the Company proposes to sell and (a “Piggyback Registration”); providedii) second, howeverup to the full number of applicable Registrable Shares requested to be included in such registration which, that if at any time after giving written notice in the opinion of such proposed filing managing underwriter, can be sold without adversely affecting the price range or Underwritten Offering, as applicable, and prior to the effective date probability of the Registration Statement filed in connection with such registration, or the consummation success of such Underwritten Offeringoffering, as applicable, Boron which shall determine for any reason not to proceed with be allocated among the proposed Holders requesting registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into and all other stockholders requesting registration on a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02pro rata basis.

Piggyback Registration. If at any time (a) If, after the Lockup Termination Date and in addition to two-year anniversary of the Shareholders’ rights in Section 2.01 and Section 2.02Closing, Boron Wabtec proposes or is required to file a registration statement Registration Statement under the Securities Act or consummate an Underwritten Offering any other securities Laws with respect to an offering of Equity Interests any Common Shares, whether or not for (a) Boron’s sale for its own account (other than a Registration Statement registration statement (i) on Form S-4 or S-8 (▇-▇, ▇▇▇▇ ▇-▇ or any substitute similar form that may be adopted by the SEC)) under non-U.S. Laws or (bii) the account of filed solely in connection with any holder of Boron Common Stock (other than a Shareholderemployee benefit or dividend reinvestment plan), then Boron shall Wabtec will give prompt written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) at least 10 Business Days before the anticipated filing date)date (the “Piggyback Notice”) to the Shareholders. Upon Such Piggyback Notice must specify the number of shares of Common Shares proposed to be registered, the proposed date of filing of such Registration Statement with the SEC, the proposed means of distribution, the proposed managing underwriter(s) (if any) and a written request given good faith estimate by any Wabtec of the proposed minimum offering price of such shares of Common Shares. The Piggyback Notice will offer each of the Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, the opportunity to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify Registration Statement the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock they may request (a “Piggyback Registration”); provided, howeversubject to Section 3.2(b). Wabtec will include in each such Piggyback Registration all Registrable Securities with respect to which Wabtec has received written requests for inclusion therein from the Shareholders (without need for Shareholder Action), that if subject to Section 3.2(b). The Shareholders will be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and at least three Business Days prior to the effective date of the Registration Statement filed relating to such Piggyback Registration. Wabtec will be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 60 days after the effective date thereof or such shorter period in connection with which all Registrable Securities included in such registration, Registration Statement have actually been sold. (b) If the managing underwriter or underwriters of a proposed underwritten offering advise Wabtec and the consummation holders of such Underwritten OfferingRegistrable Securities that, in their judgment, because of the size of the offering which the Shareholders, Wabtec and/or such other Persons (as applicable) intend to make, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, success of the Equity Interestsoffering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included (taking into account, in addition to any considerations that the managing underwriter or underwriters reasonably deem relevant, the timing and manner to effect the offering), then Boron maythe amount of Registrable Securities to be offered for the accounts of the Shareholders will be reduced pro rata to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that if Common Shares are being offered for the account of Persons other than Wabtec, at its election, give written notice then the Common Shares intended to be offered for the account of such determination to such Shareholders and, thereupon, other Persons will be relieved reduced pro rata to the extent necessary to permit the Shareholders to include all of its obligation to register any their Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02offering.

Piggyback Registration. (a) If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes or is required to file a registration statement Registration Statement under the Securities Act or consummate an Underwritten Offering any other securities Laws with respect to an offering of Equity Interests any Common Shares, whether or not for (a) Boron’s sale for its own account (other than a Registration Statement registration statement (i) on Form S-4 or S-8 (S-4, Form ▇-▇, ▇▇▇▇ ▇-▇ or any substitute similar form that may be adopted by the SEC)) under non-U.S. Laws or (bii) the account of filed solely in connection with any holder of Boron Common Stock (other than a Shareholderemployee benefit or dividend reinvestment plan), then Boron shall the Company will give prompt written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) at least 10 Business Days before the anticipated filing date)date (the “Piggyback Notice”) to the Investor. Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, The Piggyback Notice will offer the Investor the opportunity to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify Registration Statement the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock they may request (a “Piggyback Registration”); provided, however, that if subject to Section 4.2(b). The Company will include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein by the Investor subject to Section 4.2(b). The Investor will be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and at least five Business Days prior to the effective date of the Registration Statement filed relating to such Piggyback Registration. The Company will be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 60 days after the effective date thereof or such shorter period in connection with which all Registrable Securities included in such registration, Registration Statement have actually been sold. (b) If the managing underwriter or underwriters of a proposed underwritten offering advise the consummation Company and the holders of such Underwritten OfferingRegistrable Securities that, as applicablein their judgment, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, because of the Equity Interestssize of the offering which the Investor, the Company and such other Persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included (taking into account, in addition to any considerations that the managing underwriter or underwriters deem relevant in its or their sole discretion, the timing and manner to effect the offering), then Boron maythe amount of Registrable Securities to be offered for the account of the Investor will be reduced pro rata to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that if Common Shares are being offered for the account of other Persons as well as the Company, at its election, give written notice then the Common Shares intended to be offered for the account of such determination to such Shareholders and, thereupon, other Persons will be relieved reduced pro rata to the extent necessary to permit the Investor to include all of its obligation to register any their Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02offering.

Piggyback Registration. If at any time after the Lockup Termination Date and in addition (a) Subject to the Shareholders’ rights in Section 2.01 terms and Section 2.02conditions hereof, Boron following the IPO, whenever the Company proposes to file a registration statement register any of its Shares under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement registration by the Company on (i) a registration statement on Form S-4 or any successor form thereto, (ii) a registration statement on Form S-8 (or any substitute successor form that may be adopted thereto, or (iii) a Demand Registration (with respect to which Section 3.1 applies) (a “Piggyback Registration”), the Company shall give Vector Capital prompt written notice thereof (but not less than five Business Days prior to the filing by the SEC)) or (b) Company with the account SEC of any holder registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number and type of Boron Common Stock (other than a Shareholder)securities proposed to be registered, then Boron shall give written notice the proposed date of filing of such registration statement with the SEC, the proposed filing means of distribution, the proposed managing underwriter or Underwritten Offering to underwriters (if any and if known) and a good faith estimate by the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before Company of the anticipated filing date)proposed offering price of such Shares. Upon a the written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable Vector Capital (which written request shall specify the number of Registrable Securities proposed then presently intended to be disposed of by such Piggyback Seller) given within five Business Days after such Piggyback Notice is received by Vector Capital, the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Vector Capital with respect to which the Company has received such written requests for inclusion to be included in such Piggyback Registration, and, to the extent the Company proposes to register any of its Shares, at the same price and on substantially the same terms and conditions as such Shares. (b) If, in connection with a Piggyback Registration, any managing underwriter advises the Company in writing that, in its reasonable judgment, the inclusion of all of the securities sought to be registered in connection with such Piggyback Registration would adversely affect the marketability of such Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such Shares as the Company is so advised by such underwriter can be sold without such an effect, as follows and in the following order of priority: (i) first, the number of securities to be sold by the Company, (ii) second, Registrable Securities of Vector Capital, and (iii) third, all other Shares of the Company duly requested to be included in such registration or Underwritten Offeringstatement, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, pro rata on the same terms and conditions as applicable to Boron’s or basis of the amount of such holder’s shares of Boron Common Stock other securities owned. (a “Piggyback Registration”); providedc) If, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, its intention to register any of its securities as applicable, set forth in this Section 3.2 and prior to the effective date of time the Registration Statement registration statement filed in connection with such registrationPiggyback Registration is declared effective, or the consummation of such Underwritten Offering, as applicable, Boron Company shall determine for any reason not to proceed with register such securities, the proposed registration or disposition, as applicable, of the Equity Interests, then Boron Company may, at its election, give written notice of such determination to such Shareholders and, thereupon, will Vector Capital and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration, particular withdrawn or dispose of any Registrable Securities abandoned Piggyback Registration (but not from its obligation to pay the registration expenses in connection with such Underwritten Offering, therewith as applicable. Such Shareholders shall, subject to Section 2.06(bprovided below), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02.

Piggyback Registration. If (a) Subject to the terms and conditions of this Agreement, if at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file Company files a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”), whether or not for (a) Boron’s sale for its own account (other than a Registration Statement registration statement (i) on Form S-4 or S-8 (▇-▇, ▇▇▇▇ ▇-▇ or any substitute form that may be adopted by the SEC)successor forms, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan or (biii) the account of any holder of Boron Common Stock (other than pursuant to a Shareholderdemand registration in accordance with Section 2), then Boron the Company shall use commercially reasonable efforts to give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than Investor at least ten (10) Business Days before the anticipated filing datedate (the “Piggyback Notice”). Upon The Piggyback Notice and the contents thereof shall be kept confidential by the Investor and its affiliates and representatives, and the Investor shall be responsible for breaches of confidentiality by its affiliates and representatives. The Piggyback Notice shall offer the Investor and the Permitted Holders the opportunity to include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as the Investor may reasonably request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall use its commercially reasonable efforts to include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received from the Investor written request given by any Shareholders to Boron requests for inclusion therein within five ten (510) Business Days after delivery following receipt of any such notice Piggyback Notice by Boronthe Investor, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the maximum number of Registrable Securities proposed intended to be disposed of by the Investor and any Permitted Holder and the intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 3 applies unless the Investor shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days prior to the commencement of such sale of Other Securities. The Investor and any Permitted Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least two (2) Business Days prior to the effective date of the registration statement relating to such Piggyback Registration. No Piggyback Registration shall count towards the number of demand registrations that the Investor is entitled to make in any period or in total pursuant to Section 2. (b) If any Other Securities are to be sold in an underwritten offering, (1) the Company or other Persons designated by the Company shall have the right to appoint the book- running, managing and other underwriter(s) for such offering in their discretion and (2) the Investor and any Permitted Holder shall be permitted to include all Registrable Securities requested by the Investor to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, underwritten offering on the same terms and conditions as applicable such Other Securities proposed by the Company or any third party to Boron’s or be included in such holder’s shares of Boron Common Stock (a “Piggyback Registration”)offering; provided, however, that if at any time after giving written notice such offering involves an underwritten offering and the managing underwriter(s) of such proposed filing underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering (an “Underwriter Cutback”), exceeds the total number or Underwritten Offeringdollar amount of such securities that can be sold without having an adverse effect on the price, as applicabletiming or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and prior such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (x) to the effective date extent such public offering is the result of a registration initiated by the Registration Statement filed Company, (i) first, all Other Securities being sold by the Company; (ii) second, all Registrable Securities requested to be included in connection with such registration by the Investor and (iii) third all Other Securities of any holders thereof (other than the Company and the Investor) requesting inclusion in such registration, or (y) to the consummation extent such public offering is the result of a registration initiated by any Persons (other than the Company or the Investor) exercising a contractual right to demand registration, (i) first, pro rata among all Other Securities owned by such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with Persons exercising the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any contractual right and all Registrable Securities requested by the Investor to be included in connection with such registration , (ii) second, all Other Securities of any holders thereof (other than the Investor, the Company and the Persons exercising the contractual right) requesting inclusion in such registration, or dispose pro rata, based on the aggregate number of any Registrable Other Securities in connection with beneficially owned by each such Underwritten Offeringholder; and (iii) third, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable all Other Securities being sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02the Company.

Piggyback Registration. If (a) If, at any time commencing after the Lockup Termination Date and in addition to date hereof until the Shareholders’ rights in Section 2.01 and Section 2.02expiration of the Warrant Exercise Term, Boron the Company proposes to file a registration statement register any of its securities under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than in connection with a Registration Statement on benefit plan, merger or pursuant to Form S-4 ▇-▇, ▇-▇ or S-8 (or any substitute form comparable registration statement that may be adopted by is not intended to register the SEC)) or (b) the account sale of any holder of Boron Common Stock (other than a Shareholdersecurities), then Boron shall it will give written notice of such proposed filing or Underwritten Offering by registered mail, at least thirty (30) days prior to the Shareholders as soon as practicable filing of each such registration statement (but in no event less than ten a “Registration Statement”), to Placement Agent and to all other Holders of the Warrant Securities, of its intention to do so. If Placement Agent or other Holders of the Warrant Securities notify the Company within twenty (1020) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days days after delivery receipt of any such notice by Boron, of its or their desire to include Registrable any Warrant Shares in such proposed Registration Statement, the Company shall afford Placement Agent and such Holders of the Warrant Securities the opportunity to have any such Warrant Shares registered under such Registration Statement; provided, however, the Company shall not be required to register for sale, and the Placement Agent and any other Holders shall not have the right to request that the Company include for sale any Warrant Securities in such an underwritten initial public offering by the Company. Furthermore, in the event that any registration pursuant to this Paragraph 6.2(a) shall be, in whole or Underwritten Offeringin part, as applicable (which request shall specify an underwritten public offering of Common Stock on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities proposed securities requested to be included in such registration exceeds the number which can be offered or Underwritten Offering, as applicable), Boron shall, subject sold in an orderly manner in such offering within a price range acceptable to the following provisoCompany, the Company shall include all such requested Registrable Securities in such registration or Underwritten Offering(i) first, as applicablethe securities the Company proposes to sell, on (ii) second, the same re-offer of other outstanding shares requested to be included in such registration; and third, the Warrant Securities, however, only to the extent that the number of Warrant Securities to be registered will not, in the opinion of the managing underwriters, adversely affect the offering of the other securities pursuant to clauses (i) and (ii) above. (b) Notwithstanding anything to the contrary contained herein, the Company’s obligation in Paragraph 6.2(a) above shall extend only to the inclusion of the Warrant Securities in a Registration Statement filed under the Securities Act. The Company shall have no obligation to assure the terms and conditions as applicable of distribution, to Boron’s obtain a commitment from an underwriter relative to the sale of the Warrant Securities or such holder’s shares to otherwise assume any responsibility for the manner, price or terms of Boron Common Stock the distribution of the Warrant Securities. Furthermore, the Company shall not be restricted in any manner from including within the Registration Statement, the distribution, the issuance or resale of any of its or any other securities. (a “Piggyback Registration”); providedc) Notwithstanding the provisions of this Section 6.2, however, that if at the Company shall have the right to any time after giving it shall have given written notice pursuant to this Section 6.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed Registration Statement, or to withdraw the same after filing or Underwritten Offering, as applicable, and but prior to the effective date of the Registration Statement filed thereof. (d) All expenses (other than underwriting discounts and commissions) incurred in connection with such registration, filings or qualification pursuant to the consummation first registration request made pursuant to the subsection (a) of such Underwritten Offeringthis Section 6.2, as applicableincluding, Boron shall determine for any reason not to proceed with the proposed registration or dispositionwithout limitation, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such all registration, or dispose listing, filing, and qualification fees, printers and accounting fees and the fees and disbursements of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with counsel for the Underwriter or Underwriters selected Holders shall be borne by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02the Company.

Piggyback Registration. If If, at any time commencing after the Lockup Termination Date date hereof and in addition to expiring at 5:30 P.M., New York City time on June 30, 2003], the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement register any of its securities under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than in connection with a Registration Statement merger , acquisition, employee stock option or employee stock purchase or savings or similar plan on Form S-4 or S-8 (or any substitute form that may be adopted by the SECsuccessor forms)) or (b) the account of any holder of Boron Common Stock (other than a Shareholder), then Boron shall it will give written notice of such proposed filing or Underwritten Offering at least thirty (30) days prior to the Shareholders as soon as practicable filing of each such registration statement, to the Holders of the Warrants and/or the Warrant Securities of its intention to do so. If Holders of Warrant Securities notify the Company within fifteen (but in no event less than ten (1015) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days days after delivery receipt of any such notice by Boron, of its or their desire to include Registrable any such Warrant Securities in such proposed registration statement, the Company shall afford such Holders of the Warrants and/or Warrant Securities the opportunity to have the resale of any such Warrant Securities (but not the Warrants) registered under such registration statement. However, the Company shall not be obligated to include any portion (or Underwritten Offering, as applicable all) of such Warrant Securities under such registration statement to the extent any underwriter or underwriters for the sale of such securities being otherwise registered by the Company shall determine in good faith that the inclusion of such Warrant Securities (which request shall specify or any portion thereof) would jeopardize the number successful sale of Registrable Securities such other securities proposed to be included in sold by such registration underwriter or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”)underwriters; provided, however, that if such offering includes securities being offered for resale by other sellers of the Company, then the Warrant Securities may be eliminated from such offering only to the extent that the securities being offered by such other sellers also are eliminated on a pari passu basis. Notwithstanding the provisions of this Section 7.1, the Company shall have the right at any time after giving it shall have given written notice pursuant to this Section 7.1 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing or Underwritten Offering, as applicable, and but prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02thereof.

Piggyback Registration. If If, at any time after time, the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes Company determines to file with the SEC a registration statement under the Securities Act or consummate an Underwritten Offering with respect registering shares of Common Stock that may be used to an offering of register Registrable Equity Interests for held by the Rabobank Parties or Ford Shareholders (athe “Piggyback Parties”Section 4.2(a)) Boron’s own account (other than pursuant to a Registration Statement registration statement on Form S-4 S-4, S-8 or S-8 a comparable form, a registration statement relating to an employee benefit plan or employee stock plan, or in connection with any holding company formation transaction (or including any substitute form that may be adopted by the SEC)related internal reorganization) or (b) the account of in connection with any holder of Boron Common Stock (dividend or distribution reinvestment or similar plan, and other than in connection with a Shareholder)Demand Registration, Shelf Registration or Shelf Takedown) then Boron shall give written notice the Company shall, at least twenty (20) days prior to the filing of such proposed filing or Underwritten Offering to registration statement, notify the Shareholders as soon as practicable (but Piggyback Parties in no event less than writing of the proposed registration statement. If the applicable Piggyback Party requests in writing, within ten (10) Business Days before days after the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery date of any receipt of such notice by Boronnotification from the Company, to that the Company include Registrable Securities in such registration or Underwritten Offeringstatement any of the Piggyback Parties’ Registrable Equity Interests (a “Piggyback Registration”Section 4.2(a)), as applicable (which then, subject to the remaining provisions hereof, including Section 4.2(b), the Company shall include those Registrable Equity Interests specified in the Piggyback Parties’ request in such registration statement. Each such request by the Piggyback Parties shall specify the number of Registrable Securities proposed Equity Interests intended to be included in such registration offered and sold by each Piggyback Party (and, if applicable, whether they are shares of Class A Common Stock or Underwritten Offering, as applicableClass B Common Stock), Boron shall, subject shall express each applicable Piggyback Party’s present intent to offer such Registrable Equity Interests for distribution and shall contain the following proviso, include undertaking of each applicable Piggyback Party to provide all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms information and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicablematerials required, and prior take all action as may be reasonably requested, to permit the Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement or otherwise to effect such offering, including entering into an underwriting agreement in customary form with the Registration Statement filed in connection with underwriter or underwriters selected by the Company. The Company may withdraw any such registrationregistration statement before its effectiveness, or delay the consummation filing of any such registration statement or amendment thereto, in its sole discretion, and in the event of a withdrawal of such Underwritten Offering, as applicable, Boron registration statement shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its any obligation to register any Registrable Securities Equity Interests of the Piggyback Parties in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicabletherewith. Such Shareholders shall, subject The Company shall have the right to Section 2.06(b), enter into select the underwriters for a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect Piggyback Registration that is to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02be an underwritten offering.

Piggyback Registration. If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Parent proposes to file a registration statement register any of its common stock or preferred stock ("Other Securities") under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement registration on Form S-4 or S-8 (or any substitute successor form that may be adopted by thereto), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities (as defined below) for sale for cash to the SEC)) or (b) public under the account of any Securities Act, it will each such time give prompt written notice to each Stockholder which is the record holder of Boron Common Stock Registrable Securities (other than a Shareholder), then Boron shall give written notice "Holder") of such proposed filing or Underwritten Offering its intention to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before do so at least 10 business days prior to the anticipated filing date)date of the registration statement relating to such registration. Such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable Securities as each such Holder may request. Upon a the written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such Holder made within 5 business days after the receipt of Parent's notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed intended to be included in such registration or Underwritten Offering, as applicabledisposed of), Boron shallParent shall effect, subject to in connection with the following provisoregistration of the Other Securities, include the registration under the Securities Act of all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable which Parent has been so requested to Boron’s or such holder’s shares of Boron Common Stock register; provided that: (a “Piggyback Registration”); provided, however, that a) if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron Parent shall determine for any reason not to proceed with the proposed register or to delay registration or dispositionof such securities, as applicable, of the Equity Interests, then Boron Parent may, at its election, give written notice of such determination to such Shareholders the Holders who requested inclusion and, thereupon, will (A) in the case of a determination not to register, Parent shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the case of a determination to delay such registration, or dispose Parent shall be permitted to delay registration of any Registrable Securities requested to be included in connection such registration for the same period as the delay in registering such Other Securities; (b) (i) if the registration referred to in the first sentence of this Section 9 is to be an underwritten primary registration on behalf of Parent, and the managing underwriter advises Parent in writing (with a copy to the Holders who requested registration) that, in such Underwritten Offeringfirm's opinion, as applicable. Such Shareholders shallsuch offering would be materially and adversely affected by the inclusion therein of the Registrable Securities requested to be included therein, subject Parent shall include in such registration: (1) all securities Parent proposes to Section 2.06(bsell for its own account ("the Parent Securities") and (2) up to the full number of Registrable Securities in excess of the number and dollar amount of the Parent Securities which, in the good faith opinion of such managing underwriter, can be a sold without materially and adversely affecting such offering of the Parent Securities (and, if less than the full number of such Registrable Securities, allocated pro rata among the Holders of such Registrable Securities on the basis of the number of securities requested to be included therein by each such Holder), enter into and (ii) if the registration referred to in the first sentence of this Section 9 is to be an underwritten secondary registration on behalf of holders of securities (other than Registrable Securities) of Parent (the "Other Holders"), and the managing underwriter advises Parent in writing (with a customary underwriting agreement with copy to the Underwriter or Underwriters selected Holders who requested registration) that in its good faith opinion such offering would be materially and adversely affected by Boron with respect to any the inclusion therein of the Registrable Securities sold requested to be included therein, Parent shall include in such registration the amount of securities (including Registrable Securities) that such managing underwriter advises, allocated pro rata among the Other Holders and the Holders on the basis of the number of securities (including Registrable Securities) requested to be included therein by such Shareholders pursuant each Other Holder and each Holder; and (c) Parent shall not be required to this Section 2.03. No affect any registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron 9 incidental to the registration of any of its obligations securities in connection with mergers, acquisitions, reincorporation, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans. (d) Any Holder desiring to sell Registrable Securities must execute an underwriting or similar agreement and complete and execute all reasonable questionnaires, powers of attorney, indemnities, lock-up letters and other documents reasonably required under the underwriting arrangement. For the purposes of this Section 2.01 9 and Section 10, Registrable Securities means the shares of Parent Common Stock held by the Stockholders immediately after the Closing under the Merger Agreement, any stock or Section 2.02other securities into which or for which such shares of Parent Common Stock may thereafter be changed, converted or exchanged, and any other securities issued to the Holders of such shares of Parent Common Stock (or such shares into which or for which such shares are so changed, converted or exchanged) upon any reclassification, share combination, share subdivision, share dividend, merger, consolidation or similar transaction, provided that any such securities shall cease to be Registrable Securities if (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with the plan of distribution set forth in such registration statement, (ii) such securities shall have been transferred pursuant to Rule 144, or (iii) such securities are held by a Holder other than a Stockholder and Parent has furnished to such Holder an opinion of counsel, which opinion shall be reasonably satisfactory to such Holder, to the effect that all of such securities are permitted to be distributed by such Holder in one transaction pursuant to Rule 144(k).

Piggyback Registration. If the Company at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file on its behalf or on behalf of any of its security holders a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account on any form (other than a Registration Statement registration statement filed pursuant to a demand under the Unit Purchase Option dated February 18, 1997 as in effect on the Closing Date and without giving effect to any subsequent amendment of such Unit Purchase Option) and other than pursuant to Section 5.1 and other than a registration statement on Form S-4 or S-8 (or any substitute successor form unless such forms are being used in lieu of or as the functional equivalent of, registration rights) for any class that may be adopted by is the SEC)) same or (b) the account of any holder of Boron Common Stock (other than a Shareholder)similar to Registrable Securities, then Boron shall it will give written notice setting forth the terms of the proposed offering and such other information as the Holders may reasonably request to all holders of Registrable Securities at least thirty (30) days before the initial filing with the Commission of such proposed registration statement, and offer to include in such filing or Underwritten Offering to the Shareholders such Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date)any Holder may request. Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery Each Holder of any such notice by Boron, to include Registrable Securities desiring to have Registrable Securities registered under this Section 5.2 will advise the Company in writing within fourteen (14) days after the date of receipt of such notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. Failure to give such notice shall be deemed a waiver of the rights of the Holders under this Section 5.2 with respect to such proposed registration, but not with respect to any subsequent registration. The Company will thereupon include in such registration or Underwritten Offering, as applicable (which request shall specify filing the number of Registrable Securities for which registration is so requested, and will use its best efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding the foregoing, if the managing underwriter or underwriters, if any, of such offering determines that inclusion of all of the Registrable Securities requested to be included exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then the amount of securities to be offered for the accounts of Holders will be reduced pro rata (according to the Registrable Securities proposed to be registered) to the extent necessary to reduce the total amount of securities to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject offering to the following proviso, include all amount recommended by such requested Registrable Securities in such registration managing underwriter or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”)underwriters; provided, however, that if at any time after giving written notice securities are being offered for the account of such proposed filing or Underwritten Offering, other Persons as applicable, and prior to well as the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity InterestsCompany, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any the Registrable Securities sold intended to be offered by such Shareholders pursuant to this Section 2.03. No registration of Holders, Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron be allocated among such other Persons and Holders pro rata based on the number of its obligations under Section 2.01 or Section 2.02shares for which registration was requested.

Piggyback Registration. (a) If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes Company intends to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted successor or similar forms) covering a primary or secondary offering on a firm commitment underwritten basis of any Equity Securities, whether in response to a valid Demand Notice or otherwise, the Company shall promptly give each Investor, Management Investor and each of their respective Permitted Transferees written notice specifying the date on which the Company anticipates filing such registration statement and advising each such party of its right to have its Registrable Securities included in such registration in accordance with this Article VI. Each party entitled to receive such notice will then have the opportunity, by written notice received by the SEC)) or (b) Company no later than 10 Business Days after such party’s receipt of the account of any holder of Boron Common Stock (other than a Shareholder), then Boron shall give written Company’s notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boronfiling, to include request that all or a portion of such party’s Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration statement. (b) Following receipt of any such timely request, the Company shall include in such registration statement (including by means of a pre-effective amendment if the registration statement has already been filed) all of the Registrable Securities that such Investor, Management Investor or Underwritten Offering, as applicable), Boron shallPermitted Transferee requests for inclusion in such registration statement, subject to any cutbacks imposed in accordance with Section 6.3(d), and the following provisoCompany shall use its reasonable best efforts in accordance with Section 6.4 to effect the registration of such Registrable Securities. However, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of its intention to file such proposed filing or Underwritten Offering, as applicable, a registration statement and prior to the effective date of such registration statement, the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine Company decides for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interestsregistration, then Boron the Company may, at its election, give written notice of such determination decision to such Shareholders andthe parties holding Registrable Securities, thereupon, at which point the Company will be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay the related Registration Expenses), or dispose provided that this right on the part of the Company shall not affect the Company’s obligation to proceed with a registration validly requested under Section 6.1. (c) In connection with any underwritten offering, the Company shall not be required under Section 6.2 to include Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject underwritten offering unless the holders intending to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any sell Registrable Securities accept the terms of the underwriting of such offering that have been reasonably agreed upon between the Company, the Requesting Demand Investor (if any) and the underwriters selected in accordance with this Agreement, but no Investor will be required to make representations or warranties to the underwriters or other purchasers or to provide indemnities other than as specified in this Agreement. (d) Notwithstanding any provision in this Agreement to the contrary, no Management Investor may exercise piggyback registration rights to the extent it would otherwise result in the sale by him or her, on a cumulative basis taking into account all prior sales, of a greater percentage of the Common Stock that has ever been held by them than the percentage cumulatively and collectively sold by Blackstone, Cypress and CIVC. Management Investors agree that they will not sell any shares in an IPO or Qualified IPO. Management Investors may not sell shares in a Public Offering if the lead underwriters determine in their reasonable business judgment that such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02participation will have an adverse impact on such Public Offering.

Piggyback Registration. If at any time after the Lockup Termination Date and in addition or times prior to the Shareholders’ rights in Section 2.01 and Section 2.02fifth anniversary of the date hereof when the Initial Registration Statement is not effective, Boron proposes to file the Company files a registration statement pursuant to the Act on a form on which the sale of the Company Shares and the Short Term Note Shares, if any, might be covered (a "Piggyback Registration Statement"), the Company, at its own expense, will offer to the Holders the opportunity to register the sale of the Company Shares and the Short Term Note Shares, if any, under such Piggyback Registration Statement. In the Securities Act or consummate an Underwritten Offering event of any proposed Piggyback Registration Statement, the Company shall furnish the Holders with respect no less than thirty (30) days written notice prior to an offering the proposed filing thereof. Such notice shall continue to be given by the Company to the Holders until the earlier of Equity Interests for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted such time as all of the Company Shares and the Short Term Note Shares, if any, have been sold by the SEC)) Holders or (b) the account fifth anniversary of any holder of Boron Common Stock (other than a Shareholder), then Boron the date hereof. The Holders shall give written notice within twenty (20) days of receipt of the Company's notice of intention to file the Piggyback Registration Statement of their intention to have the Company Shares and the Short Term Note Shares, if any, included therein. If the registration of which the Company gives notice under this Section 2 is for a registered public offering involving an underwriting, the Company will so advise the Holders as a part of the written notice given to them. In such event the right of any Holder to registration pursuant to this Section 2 will be conditioned upon such Holder's participation in such underwriting and the inclusion of such proposed filing or Underwritten Offering Holder's Company Shares and the Short Term Note Shares, if any, in the underwriting to the Shareholders as soon as practicable extent provided herein. All Holders proposing to distribute their Company Shares through such underwriting will (but together with the Company and any other holders distributing their securities through such underwriting) enter into an underwriting agreement in no event less than ten (10) Business Days before customary form and on customary terms, subject to this Agreement, with the anticipated filing date)underwriter or underwriters selected for such underwriting by the Company and shall bear their proportionate share of all underwriting discounts and commissions. Upon Notwithstanding any other provision of this Section 2, if the underwriter determines that marketing factors require a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify limitation on the number of Registrable Securities proposed shares to be sold for the account of security holders, the Company will be required to include in the relevant offering and registration made under this Section 2 only so many, if any, of such Company Shares and Short Term Note Shares, if any, as such underwriter believes in good faith would not materially adversely affect the distribution of the securities to be offered and registered (the shares so included to be apportioned pro rata among all security holders to be included in such the registration or Underwritten Offeringstatement, as applicable)but not the Company, Boron shall, subject according to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares their respective holdings of Boron Common Stock (a “Piggyback Registration”shares); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offeringthe Company shall use its best efforts to cause the underwriter to include, as applicable, and prior to the effective date not less than 20% of the total number of shares to be included in the relevant offering and registration, Company Shares and Short Term Note Shares, if any, to be sold by the Holders. In addition, if the offering price of the shares in any such underwritten offering is greater than $10.00 per share (as equitably adjusted to reflect stock splits, reverse stock splits, stock dividends or other recapitalizations) and if the underwriter determines that marketing factors require that the selling security holders refrain from selling their shares in such offering for a period of time, the Holders shall not sell any Company Shares or the Short Term Note Shares, if any, under such Piggyback Registration Statement filed in connection with for such registrationperiod, or the consummation of such Underwritten Offeringnot longer than 180 calendar days, as applicable, Boron may be agreed by all selling securityholders under the Piggyback Registration Statement. The Company shall determine for any reason not use its best efforts to proceed with maintain the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose effectiveness of any Registrable Securities in connection with Piggyback Registration Statement for at least six months following the date such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with Piggyback Registration Statement becomes effective under the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02Act.

Piggyback Registration. If At such time that greater than twenty percent (20%) of the outstanding common shares of the Corporation are Registered for public sale (the "IPO Date"), the provisions of this Section 3.1 shall be applicable. If, at any time after and from time to time thereafter, the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02Corporation proposes a public Registration, Boron proposes to file a registration statement whether or not for sale for its own account, of any of its common shares under the Securities Act or consummate an Underwritten Offering with respect Act, on a form and in a manner which would permit registration of common shares for sale to an the public under the Securities Act, it will each such time give prompt written notice to all holders of Piggyback Shares of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration. The maximum amount of Piggyback Shares held by each Stockholder to be registered (the "Registrable Piggyback Shares") and included in the subsequent public offering shall be determined and calculated by multiplying the (A) number of Equity Interests for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted Piggyback Shares held by the SEC)) or Stockholder, by (bB) the account fraction having (i) the number of common shares being offered in such subsequent public offering as its numerator and (ii) the number of all common shares to be outstanding after completion of such subsequent public offering (excluding the Registrable Piggyback Shares) as its denominator. 3.1.1 Upon the written request of any holder of Boron Common Stock (other than a Shareholder), then Boron shall give written notice of such proposed filing or Underwritten Offering Registrable Piggyback Shares delivered to the Shareholders as soon as practicable Corporation within fifteen (but in no event less than ten (1015) Business Days before business days after the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery giving of any such notice by Boronthe Corporation, the Corporation will commence to include use its best efforts to effect the registration under the Securities Act of all Registrable Securities Piggyback Shares (as requested by the respective holders thereof). The Corporation will undertake its obligations hereunder in such registration or Underwritten Offeringgood faith, as applicable provided that: (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offeringi) if, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving such written notice of such proposed filing or Underwritten Offering, as applicable, its intention to register any of its securities under the Securities Act and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron Corporation shall determine for any reason not to proceed with finalize the proposed registration or dispositionof such securities, as applicable, of the Equity Interests, then Boron Corporation may, at its election, give written notice of such determination to such Shareholders and, thereupon, will each holder of Registrable Piggyback Shares and thereupon shall be relieved of its obligation to register any Registrable Securities Piggyback Shares in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron registration (but not from its obligation with respect to any subsequent registrations); (ii) if (A) the registration so proposed by the Corporation involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Corporation, to be distributed by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, (B) the Corporation proposes that the securities to be registered in such underwritten offering will include all of the Registrable Securities sold Piggyback Shares requested to be so included, and (C) the managing underwriter of such underwritten offering shall advise the Corporation in writing that, in its judgment, the distribution of all or a specified portion of such Registrable Piggyback Shares concurrently with the securities being distributed by such Shareholders underwriters will materially adversely affect the distribution of such securities by such underwriters (such written advice to state the reasons therefor), then the Corporation will promptly furnish each such holder of Registrable Piggyback Shares with a copy of such written advice and may require, by written notice to each such holder accompanying such written advice, that all or a specified portion of such Registrable Piggyback Shares be excluded from such distribution (in case of an exclusion of a portion of such Registrable Piggyback Shares, such portion to be allocated among such holders in proportion to the respective numbers of shares of Registrable Piggyback Shares owned by such holders); (iii) the Corporation shall not be obligated to effect any registration of Piggyback Shares under this Section 3.1 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans or incidental to the registration of any non-voting securities or rights not convertible into voting common shares; and (iv) All terms, conditions, limitations and otherwise with respect to any such subsequent public offering shall be as determined by the Board of Directors of the Corporation at that time and from time to time, and in compliance with all applicable federal and state statutes, rules and regulations relating to the public registration and sale of securities, generally. Any and all such piggyback rights shall be applied on a nondiscriminatory basis and shall be uniform among all eligible holders of Registrable Piggyback Shares, subject to applicable statutes, rules and regulations. 3.1.2 Except as otherwise prohibited by applicable law, the Corporation will pay all Registration Expenses in connection with each registration of Piggyback Shares requested pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.023.1.

Piggyback Registration. (a) If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron HT proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering or sale of Equity Interests Class A Shares or Series A Preferred Shares for (a) Boron’s its own account or for the account of another Person (other than a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form or rule, respectively, that may be adopted by the SECCommission)) or (b) the account of any holder of Boron Common Stock (other than a Shareholder), then Boron HT shall give written notice of such proposed filing or Underwritten Offering to the Shareholders Holders as soon as reasonably practicable (but in no event less than ten (10) Business Days 30 days before the anticipated filing date), undertaking to provide each Holder the opportunity to register on the Same terms and conditions such number of shares of Registrable Securities as such Holder may request (a "Piggyback --------- Registration"). Upon a written request given by any Shareholders to Boron within five (5) Business Days Each Holder will have 20 days after delivery receipt of any such notice by Boron------------ to notify HT as to whether it wishes to participate in a Piggyback Registration (which notice shall not be deemed to be a request for a Demand Registration); provided that should a Holder fail to provide timely notice to HT, such Holder will forfeit any rights to include participate in the Piggyback Registration with respect to such proposed offering. If HT or the Person for whose account such offering is being made shall determine in its sole discretion not to register or to delay the proposed offering, HT shall, provide written notice of such determination to the Holders and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registrable Securities in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such registration Registrable Securities for the same period as the delay in respect of the proposed offering. As between HT or Underwritten Offeringany other Person for whose account any such offering is being made, on the one hand, and the Holders, exercising piggyback rights hereunder, on the other hand, HT or such other Person, as applicable the case may be, with the consent of the Holders exercising piggyback rights hereunder (which request consent shall specify not be unreasonably withheld), shall be entitled to select the number Underwriters in connection with any Piggyback Registration. (b) If the managing Underwriter advises HT that the inclusion of Registrable Securities proposed would materially adversely affect the offering (it being agreed that variations in class or series of Registrable securities to be included in such registration or Underwritten Offeringstatement shall not be deemed to materially and adversely affect the offering), HT shall include in such registration statement, as applicableto each Holder and any other Person or Persons having a contractual right to request their shares be included in such registration, that number of securities which HT is so advised can be sold in such offering without materially and adversely affecting the offering, determined as follows: (i) In the event HT initiated such registration: 1. first, for the Holders electing to participate in such registration, such number of securities equal to fifty percent (50%) of the number of securities able to be registered as determined by the managing Underwriter provided however, that upon the one time election of HT during each seven-hundred and thirty (730) day period of time hereunder, thirty percent (30%) of the number of securities able to be registered as determined by the managing Underwriter; 2. second, for HT, the remaining number of securities able to be registered as determined by the managing Underwriter; and 3. third, for each remaining Holder of HT's securities who holds contractual piggyback registration rights, other than the Holders described above in clauses (1) and (2), Boron shallthe fraction of such holder's securities proposed to be registered which is obtained by dividing (i) the remaining number of the securities of HT that such holder proposes to include in such registration by (ii) the total remaining number of securities proposed to be sold in such offering by all such holders; and 4. fourth, subject for each remaining holder of HT's securities, other than the holders described above in clauses (1), (2) and (3), if any, who are permitted by HT to so participate, such number of securities as is determined by multiplying (a) the following provisoremaining securities able to be registered as determined by the managing Underwriter, by (b) the fraction obtained by dividing (i) the number of the securities of HT that such holder proposes to include in such registration by (ii) the total number of securities proposed to be sold in such offering by all such remaining holders. (ii) In the event a shareholder other than a Holder initiated such registration pursuant to a contractual demand registration right: 1. first, for the Holders electing to participate in such registration, such number of securities equal to seventy-five percent (75%) of the number of securities able to be registered as determined by the managing Underwriter; 2. Second, for the shareholders who are not Holders hereunder, the remaining number of securities able to be registered as determined by the managing Underwriter; 3. third, for each remaining holder of HT's securities who holds contractual piggyback registration rights, other than the holders described above in clauses (1) and (2), the fraction of such holder's securities proposed to be registered which is obtained by dividing (i) the remaining number of the securities of HT that such holder proposes to include in such registration by (ii) the total remaining number of securities proposed to be sold in such offering by all such holders; and 4. fourth, for each remaining holder of HT's securities, other than the holders described above in clauses (1), (2) and (3), if any, who are permitted by HT to so participate, such number of securities as is determined by multiplying (a) the remaining securities able to be registered as determined by the managing Underwriter, by (b) the fraction obtained by dividing (i) the number of the securities of HT that such holder proposes to include in such registration by (ii) the total number of securities proposed to be sold in such offering by all such remaining holders. If as a result of the provisions of this Section 2.2(b) any Holder shall not be entitled to include all of its Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include its Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and statement prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02effectiveness.

Piggyback Registration. If at any time after (a) Whenever the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Corporation proposes to file a registration statement register any of its securities for an underwritten offering under the Securities Act in which (i) any Corporation Securities owned beneficially or consummate of record by I-Pulse or any of its Affiliates or any Investor are included in the registration statement for such offering as securities being offered by a selling stockholder or, (ii) at any time one hundred eighty (180) days after the effective date of the first registration statement filed by the Corporation covering an Underwritten Offering with respect to an underwritten offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by of its securities to the SEC)) or (b) the account general public, Corporation Securities of any other holder are included in the registration statement for such offering as securities being offered by a selling stockholder (each a “Piggyback Registration”), the Corporation shall give prompt written notice to all holders of Registrable Securities of the proposed offering at least thirty (30) days before the initial filing with the Commission of such registration statement, and offer to include in such filing such Registrable Securities as any such holder may request. Each such holder of Boron Common Stock Registrable Securities desiring to have Registrable Securities registered under this Section 4.2 shall advise the Corporation in writing within twenty (other than a Shareholder20) days after the date of receipt of such notice from the Corporation, setting forth the amount of such Registrable Securities for which registration is requested. Subject to Section 4.2(b), then Boron the Corporation shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to thereupon include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify filing the number of Registrable Securities proposed for which registration is so requested, and shall use its commercially reasonable efforts to effect registration under the Securities Act of such Registrable Securities. Notwithstanding anything to the contrary contained herein, the Corporation shall have the right to terminate or withdraw any registration initiated by it prior to the effectiveness of such registration whether or not any holder of Registrable Securities has elected to include securities in such registration. (b) If a Piggyback Registration is an underwritten registration and the managing underwriters advise the Corporation in writing that in their opinion the number of securities requested to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject exceeds the number that can be sold in an orderly manner in such offering within a price range acceptable to the following provisoCorporation, the Corporation shall include all in such requested registration: (i) first, the securities the Corporation proposes to sell, if any, and (ii) second, the Registrable Securities and any other securities requested to be included in such registration or Underwritten Offeringregistration, as applicablepro rata among the holders of such Registrable Securities and such other parties (including, without limitation, I-Pulse and the Ivanhoe Parties) on the same terms and conditions as applicable to Boron’s or basis of the number of securities owned by each such holder’s shares of Boron Common Stock . (c) If a Qualifying ▇▇▇▇ IPO occurs and the Corporation is required to prepare and file with the Commission, during the Registration Filing Period, a shelf registration statement pursuant to Rule 415 under the Securities Act on the then applicable form or any successor form (a “Piggyback Shelf Registration Statement”) relating to the offer and sale of Conversion Shares held by the investors party to the Registration Rights Agreement (a “Shelf Registration”), the Corporation shall give prompt written notice to all holders of Registrable Securities hereunder of the proposed Shelf Registration at least fifteen (15) days before the initial filing with the Commission of the Shelf Registration Statement, and offer to include in such filing such Registrable Securities as any such holder may request. Each such holder of Registrable Securities desiring to have Registrable Securities registered under this Section 4.2(c) shall advise the Corporation in writing within ten (10) days after the date of receipt of such notice from the Corporation, setting forth the amount of such Registrable Securities for which registration is requested. The Corporation shall thereupon include in such filing the number of Registrable Securities for which registration is so requested; provided, provided however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 4.2(c), Section 2.2 (Continued Effectiveness) and Section 2.4 (Company Information Requests) of the Registration Rights Agreement shall relieve Boron apply to a Shelf Registration under this Agreement, and Section 2.3 (Registration Procedures) and Section 2.5 (Expenses) of the Registration Rights Agreement shall apply in lieu of Sections 4.4 and 4.5 hereof, respectively. The Corporation shall use its obligations best efforts to cause such Shelf Registration Statement to become effective under the Securities Act as soon as reasonably practicable after the filing thereof in accordance with the terms of the Registration Rights Agreement. Subject to Section 2.01 or 2.3(c) of the Registration Rights Agreement, the Company shall use its best efforts to keep the Shelf Registration Statement continuously effective under the Securities Act in order to permit the prospectus forming part of the Shelf Registration Statement to be usable by a seller until the later of (i) the last day of the “Shelf Period” (as defined in the Registration Rights Agreement) and (ii) the earlier of: (x) the first date as of which the Investors no longer hold any Registrable Securities and (y) the fifth anniversary of the closing date of the Qualifying ▇▇▇▇ IPO (such period of effectiveness, the “Investor Shelf Period”). All registration rights granted under this Section 2.024.2(c) will terminate upon the expiration of the Investor Shelf Period.

Piggyback Registration. If at any time after (a) Whenever the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Partnership proposes to file register any Registrable Securities pursuant to a registration statement Registration Statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) for the account of any holder of Boron Common Stock Registrable Securities (other than (i) pursuant to a ShareholderDemand Registration which shall be governed by Section 11.2), then Boron (ii) pursuant to a registration statement on Form S-4 or S-8 or any similar or successor form, (iii) in connection with a registration the primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity-kicker”), and (iv) in connection with a business acquisition or combination, or an employee benefit plan) (a “Piggyback Registration”), the Partnership shall give written prompt notice to all holders of Registrable Securities of its intention to effect such a registration and of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date)holders’ rights under this Section 11.3. Upon a the written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include holder of Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Partnership shall include in such registration (subject to the limitations and priorities set forth in this Agreement) all Registrable Securities requested to be registered pursuant to this Section 11.3 with respect to which the Partnership has received written requests for inclusion therein within 20 days after the receipt of the Partnership’s notice; provided, that any such holder may withdraw its request for inclusion at any time prior to executing the underwriting agreement or, if none, prior to the applicable registration statement becoming effective. (b) If the Piggyback Registration is an underwritten offering and the managing underwriter advises the Partnership in writing that in its opinion the number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability of such securities, then the Partnership shall include in such Piggyback Registration the Registrable Securities and other securities of the Partnership in the following order of priority: (i) first, the greatest number of securities of the Partnership proposed to be included in such registration by the Partnership for its own account, which in the opinion of such underwriters can be so sold; (ii) second, after all of the securities that the Partnership proposes to register, the greatest number of Registrable Securities proposed to be included in registered by the Limited Partners holding such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities which in the opinion of such registration or Underwritten Offeringunderwriters can be so sold, as applicable, such amount to be allocated ratably among the Limited Partners based on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration amount of Registrable Securities effected pursuant held by each such Limited Partner (or, if any Limited Partner does not request to a include its ratable share, such excess shall be allocated ratably among those Limited Partners requesting to include more than their allocable share); and (iii) third, after all Registrable Securities that the Limited Partners propose to register, the greatest number of securities held by Persons with Other Registration Rights requested to be registered by the holders thereof which in the opinion of such underwriters can be so sold, such amount to be allocated ratably among the respective holders thereof based on the amount of securities held by each such holder (or, if any holder does not request under this Section 2.03 to include its ratable share, such excess shall relieve Boron of its obligations under Section 2.01 or Section 2.02be allocated ratably among those holders requesting to include more than their allocable share).

Piggyback Registration. If at At any time after the Lockup Termination Date and in addition to lapse of a ninety (90)-day period following the Shareholders’ rights in Section 2.01 and Section 2.02Closing Date, Boron if the Company proposes to file register any of its securities (other than pursuant to a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (Form S-8, or any substitute equivalent or successor form that may be adopted by to either Form, each as promulgated under the SEC1933 Act)) , for its own account or (b) for the account of any holder other person, and as of Boron Common Stock (other than a Shareholder)such time, then Boron any Uncovered Registrable Securities are outstanding, the Company shall give written notice to the holders of such proposed filing or Underwritten Offering to Uncovered Registrable Securities (the Shareholders as soon as practicable (but in “Piggyback Holders”) of such intention. Upon the written request of the Piggyback Holders received by the Company by no event less later than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days days after delivery receipt of any such notice by Boronnotice, to the Company shall include Registrable Securities in such registration or Underwritten Offering, as applicable statement (which request shall specify the number “Piggyback Registration Statement”) all of the Uncovered Registrable Securities proposed indicated in such request so as to be included permit the disposition of the shares so registered in the manner requested by the Piggyback Holders holding a majority of the Uncovered Registrable Securities requested for inclusion in such registration or Underwritten Offering, as applicablestatement. Notwithstanding any other provision of this Section 2(d), Boron shall, subject if the registration relates to an underwritten offering of securities and the following proviso, include all such requested managing underwriter or underwriters of the proposed underwritten offering advises the Company that the total amount or kind of Uncovered Registrable Securities in such registration or Underwritten Offeringother securities, as applicable, on that the same terms and conditions as applicable to Boron’s Piggyback Holders or such holder’s shares of Boron Common Stock any other Persons (a “Piggyback Registration”other than the Company); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, seek to include in such offering may materially and adversely affect the success of such offering, then, in addition to the number of such securities being included in the offering for the account of the Company, the Company shall be required to include in the offering only that number and type of such Uncovered Registrable Securities that the Company’s Board of Directors determines, upon advice from the underwriters, will not jeopardize the success of the offering (collectively, the “Additional Securities”). Any such Additional Securities will be apportioned to (i) the Piggyback Holders and (ii) the holders of any other securities of the Company having piggyback registration rights granted by the Company pursuant to a registration rights agreement (or similar agreement) which has been executed prior to the effective date of this Agreement and which is publically available through the Registration Statement filed in connection SEC’s Electronic Data Gathering and Retrieval System or any successor database (“▇▇▇▇▇”), on a pro rata basis with such registration, respect to the number of Uncovered Registrable Securities or the consummation of such Underwritten Offeringother securities, as applicable, Boron shall determine for any reason not each such holder seeks to proceed with include in such registration compared to the proposed registration number of Uncovered Registrable Securities or dispositionother securities, as applicable, of the Equity Interests, then Boron may, at its election, give written notice all of such determination holders seek to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities include in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02.

Piggyback Registration. If (i) If, at any time after that a Demand Registration could be requested by any Holders, the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement on Form S-11 or such other form under the Securities Act or consummate an Underwritten Offering with respect to an providing for the public offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) the account shares of any holder of Boron Common Stock (other than a Shareholder“Follow-On Registration Statement”), then Boron the Company shall give written notice notify each Holder and their direct and indirect transferees to the extent they hold Registrable Common Stock of the filing (including notifying each such Holder of the identity of the managing underwriters of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing datepublic offering). Upon a written request given by any Shareholders to Boron , within five (5) Business Days after such filing, and afford each Holder an opportunity to include in such Follow-On Registration Statement all or any part of the Registrable Common Stock then held by such Holder. Each Holder desiring to include in any such Follow-On Registration Statement all or part of the Registrable Common Stock held by such Holder shall, within five (5) days after delivery of any the above-described notice by the Company, so notify the Company in writing, and in such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify inform the Company of the number of Registrable Securities proposed Common Stock such Holder wishes to include in such Follow-On Registration Statement. Any election by any such Holder to include any Registrable Common Stock in such Follow-On Registration Statement will not affect the inclusion of such Registrable Common Stock in the Mandatory Shelf Registration Statement or a Demand Registration unless such Registrable Common Stock has been sold under the Follow-On Registration Statement. Notwithstanding anything to the contrary set forth in this Section 2(e), neither ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Family LLC or their successors and assigns shall have the right to include in any such Follow-On Registration Statement all or any part of the Registrable Common Stock then held by such Holder. (ii) At any time, the Company shall have the right to terminate or withdraw any Follow-On Registration Statement referred to in this Section 2(e) whether or not any Holder has elected to include Registrable Common Stock in such registration; provided, however, the Company must provide each Holder that elected to include any Registrable Common Stock in such Follow-On Registration Statement prompt written notice of such termination. (iii) The right of any such Holder’s Registrable Common Stock to be included in any Follow-On Registration Statement pursuant to this Section 2(e) shall be conditioned upon such registration or Holder’s participation in such Underwritten Offering, as applicable), Boron shall, subject Offering and the inclusion of such Holder’s Registrable Common Stock in the Underwritten Offering to the following proviso, include all such requested extent provided herein. All Holders proposing to distribute their Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”)through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements as are customary and reasonably requested by the underwriters. Notwithstanding any other provision of this Agreement, if at any time after giving written notice the managing underwriters of such proposed filing or Underwritten Offering determine in good faith that marketing factors require a limitation on the number of shares to be included, then the managing underwriters may exclude shares (including Registrable Common Stock) from the Follow-On Registration Statement and the Underwritten Offering and any shares of Common Stock included in the Follow-On Registration Statement and the Underwritten Offering shall be allocated, first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Common Stock in such Follow-On Registration Statement on a pro rata basis based on the total number of Registrable Common Stock then held by each such Holder which is requesting inclusion. If any Holder disapproves of the terms of any Underwritten Offering, as applicablesuch Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, and delivered at least ten (10) Business Days prior to the effective date of the Follow-On Registration Statement filed Statement, provided, that if, in connection with the opinion of counsel for the Company, such registrationwithdrawal would necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to deliver such written notice at least twenty (20) Business Days prior to the effective date of the Follow-On Registration Statement. Any Registrable Common Stock excluded or the consummation of withdrawn from such Underwritten OfferingOffering shall be excluded and withdrawn from the Follow-On Registration Statement. (iv) By electing to include Registrable Common Stock in the Follow-On Registration Statement, as applicable, Boron each such electing Holder shall determine for any reason be deemed to have agreed not to proceed with the proposed registration effect any sale or disposition, as applicable, distribution of securities of the Equity InterestsCompany of the same or similar class or classes of the securities included in the Follow-On Registration Statement, then Boron may, at its election, give written notice of such determination other than the Registrable Common Stock proposed to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration the Follow-On Registration Statement, for a period of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron thirty (30) days following the effective date of its obligations under Section 2.01 or Section 2.02the Follow-On Registration Statement.

Piggyback Registration. (a) If at any time after the Lockup Termination Date and in addition 18-month anniversary date of this Agreement, Catapult shall determine to the Shareholders’ rights in Section 2.01 and Section 2.02register any of its equity or equity-linked securities (other than registration statements relating to (i) employee, Boron proposes to file a registration statement consultant or distributor compensation or incentive arrangements (including employee benefit plans), or (ii) acquisitions or any transaction or transactions under Rule 145 under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) the account of any holder of Boron Common Stock (other than a Shareholdersuccessor rule with similar effect), then Boron shall Catapult will promptly give Tekelec written notice of thereof and include in such proposed filing or Underwritten Offering to Catapult-initiated, non-shelf, registration statement (a "PIGGYBACK REGISTRATION STATEMENT"), and in any underwriting involved therein, all Registrable Securities, (the Shareholders as soon as practicable (but "PIGGYBACK REGISTRABLE SECURITIES") specified in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given made by any Shareholders to Boron Tekelec (a "PIGGYBACK REQUEST") within five (5) Business Days business days after delivery receipt of any such written notice by Boronfrom Catapult. (b) If the Piggyback Registration Statement of which Catapult gives notice is for an underwritten offering, Catapult shall so advise Tekelec as a part of the written notice given pursuant to include Section 3.2(a). In such event, the right of Tekelec to registration pursuant to this Section 3.2 shall be conditioned upon the agreement of Tekelec to participate in such underwriting and in the inclusion of such Piggyback Registrable Securities in the underwriting to the extent provided herein. Tekelec shall (together with Catapult and any other holders distributing securities in such Piggyback Registration Statement, if any) enter into an underwriting agreement (the "PIGGYBACK UNDERWRITING AGREEMENT") in customary form with the underwriter or underwriters selected for such underwriting by Catapult. (c) Notwithstanding any other provision of this Agreement, if the managing underwriters of any underwritten offering pursuant to a Piggyback Request determine, in their sole discretion that, after including all the shares to be offered by Catapult and all the shares of any other Persons entitled to registration or Underwritten Offeringrights with respect to such Piggyback Registration Statement (pursuant to other agreements with Catapult, of which there are none as applicable (which request shall specify of the date of this Agreement), marketing factors require a limitation of the number of Piggyback Registrable Securities proposed to be underwritten, the managing underwriters of such offering may exclude any and all of the Piggyback Registrable Securities (a "PIGGYBACK MARKET CUT-BACK"). In the event of a Piggyback Market Cut Back, the number of shares of registrable securities that may be so included in the registration shall be allocated among the holders requesting inclusion of shares PRO RATA on the basis of the number of shares of registrable securities held by such holders. If any holder of shares to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject does not request inclusion of the maximum number of shares of registrable securities allocated to him pursuant to the following provisoabove-described procedure, include the remaining portion of his or her allocation shall be reallocated among those requesting holders whose allocations did not satisfy their requests PRO RATA on the basis of the number of shares of registrable securities held by such holders, and this procedure shall be repeated until all of the shares of registrable securities which may be included in the registration on behalf of the holders have been so allocated. If Tekelec disapproves of the terms of any such requested underwriting, it may elect to withdraw therefrom by written notice to Catapult and the managing underwriters. To facilitate the allocation of shares in accordance with the above provisions, Catapult or the underwriters may round the number of shares allocated to any holder to the nearest one hundred (100) shares. Any Piggyback Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such Piggyback Registration Statement. (d) Except to the extent specifically provided in this Section 3.2, the procedures to be followed by Catapult and Tekelec, and the respective rights and obligations of Catapult and Tekelec, with respect to the distribution of any Piggyback Registrable Securities by Tekelec pursuant to any Piggyback Registration Statement filed by Catapult shall be as set forth in the Piggyback Underwriting Agreement, or any other agreement or agreements governing the distribution of such registration or Underwritten Offering, as applicable, on Piggyback Registrable Securities pursuant to such Piggyback Registration Statement. (e) Notwithstanding the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); providedforegoing, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed nothing in connection with such registrationthis Section 3.2, or any other provision of this Agreement, shall be construed to limit the consummation absolute right of such Underwritten OfferingCatapult, as applicable, Boron shall determine for any reason not and in its sole discretion: (i) to proceed with delay, suspend or terminate the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose filing of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject Piggyback Registration Statement; (ii) to Section 2.06(b), enter into a customary underwriting agreement with delay the Underwriter or Underwriters selected by Boron with respect effectiveness of any Piggyback Registration Statement; (iii) reduce the total number of securities to be distributed pursuant to any Registrable Securities sold by Piggyback Registration Statement; or (iv) to withdraw such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02Piggyback Registration Statement.

Piggyback Registration. (a) If the Corporation, at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02time, Boron proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering (i) with respect to an offering of Equity Interests shares of Capital Stock by and for (a) Boron’s own the account of the Corporation (other than a Registration Statement registration statement filed on Form S-4 or S-8 (▇-▇, ▇▇▇▇ ▇-▇ or any substitute form that may be adopted by the SECsuccessor forms thereto or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan)) , or (bii) pursuant to a Demand Registration or registration rights of another stockholder of the account of any holder of Boron Common Stock (other than a Shareholder)Corporation, then Boron then, each such time, the Corporation shall give prompt written notice of such proposed filing or Underwritten Offering at least 15 Business Days before the anticipated filing date (the “Piggyback Notice”) to all of the Shareholders Holders holding Registrable Securities. (b) The Piggyback Notice shall offer such Holders the opportunity to include in such registration statement the number of Registrable Securities as soon as practicable each such Holder may request (but a “Piggyback Registration”). Subject to Section 2.2(d), the Corporation shall include in no event less than each such Piggyback Registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within ten (10) Business Days before after notice has been given to the anticipated filing date)applicable Holder. Upon a written request given by any Shareholders The Holders exercising their rights under Section 2.2(b) shall be permitted to Boron within five (5) Business Days after delivery withdraw all or part of any such notice by Boron, to include the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. The Corporation shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the date on which all Registrable Securities included in such registration or Underwritten OfferingRegistration Statement have actually been sold; provided, as applicable (which request shall specify the number however, that any Holder of Registrable Securities that has been included in such Shelf Registration may request that such Registrable Securities be removed from such Registration Statement, in which event the Corporation shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. (c) The Corporation shall use its reasonable best efforts to cause the managing underwriter of a proposed underwritten offering to permit Holders of Registrable Securities requested to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject the Piggyback Registration to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s any other shares of Boron Common Capital Stock, if any, of the Corporation included therein. (d) Notwithstanding Section 2.2(c), if the managing underwriter of such underwritten offering has informed the Corporation in writing that in its view the total number or dollar amount of shares of Capital Stock that the Holders, the Corporation and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the number of shares of Capital Stock that in the opinion of such managing underwriter can be sold without adversely affecting such offering shall be included in the following order: (i) first, shares of Capital Stock for the account of the Corporation if the Corporation initiated the filing of the Registration Statement with respect to an offering for its own account as referenced under Section 2.2(a)(i); (ii) second (or first in the case of the circumstance described in clause (x) of this paragraph (ii)), (x) shares of Capital Stock for the account of such Holders or stockholders for whom the Registration Statement was filed pursuant to a “Demand Registration or demand registration rights of another stockholder, in each case as referenced under Section 2.2(a)(ii), if applicable, and (y) Registrable Securities requested hereunder by the Holders to be included in such Piggyback Registration”, in each case pro rata based on the amount of all such shares of Capital Stock and Registrable Securities requested to be included by such Holders and other stockholders; (iii) third, shares of Capital Stock for the account of the Corporation if the Corporation did not initiate the filing of the Registration Statement as referenced under Section 2.2(a)(i); and (iv) fourth, shares of Capital Stock for the account of any other Persons, pro rata based on the number of shares of Capital Stock requested to be included by the holders thereof; provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Piggyback Registration pursuant to the registration rights of a stockholder of the Corporation that is not a Holder, such order shall be determined in accordance with the terms of the registration rights agreement between such stockholder and the Corporation; and provided, further, that for so long as a Sponsor Member holds at least three percent (3%) of the Class A Units (as defined in the LLC Agreement) outstanding immediately following the closing of the IPO (as defined in the LLC Agreement) and related purchase of Class A Units by the Corporation with the proceeds therefrom, the Corporation shall not grant registration rights to another stockholder of the Corporation on terms more favorable than this Agreement (and any such registration rights shall not conflict with this Agreement) without the consent of such Sponsor Member. (e) Notwithstanding anything contained herein to the contrary, if the Corporation has previously filed a Registration Statement with respect to Registrable Securities sold by such Shareholders pursuant to Section 2.1 or pursuant to this Section 2.03. No 2.2, and if such previous registration has not been withdrawn or abandoned, the Corporation shall not be obligated to file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 90 days has elapsed from the date such previous registration became effective. (f) Notwithstanding anything contained herein to the contrary, the Corporation hereby agrees that (i) any Piggyback Registration that is a Shelf Registration shall contain all language (including on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Holder of Registrable Securities effected pursuant to allow for a Partner Distribution and (ii) the Corporation shall, at the reasonable request of any Holder of Registrable Securities seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution. (g) Upon delivering a request under this Section 2.03 2.2, a Holder will, if requested by the Corporation, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Corporation with respect to such Holder’s Securities to be registered pursuant to this Section 2.2 (a “Custody Agreement and Power of Attorney”), provided that such custody agreement shall relieve Boron only be executed and delivered by a BlackRock Member or Highfields Member in an underwritten offering and no BlackRock Member or Highfields Member shall be required to deliver any power of its obligations attorney in any form. The Custody Agreement and Power of Attorney will provide, among other things, that the Holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Holder’s behalf with respect to the matters specified therein. Such Holder also agrees to execute such other agreements as the Corporation may reasonably request to further evidence the provisions of this Section 2.2. (h) The Corporation shall have the right to terminate or withdraw any registration initiated by it as referenced under Section 2.01 2.2(a)(i) and any Holder or stockholder shall have the right to terminate or withdraw any registration initiated by it as referenced under Section 2.022.2(a)(ii) prior to the effectiveness of such registration whether or not any Holders have elected to include securities in such registration.

Piggyback Registration. (a) If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a register Common Stock under the Securities Act (other than on registration statement statements with respect to corporate reorganizations or other transactions covered by Rule 145 under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement registration statements on Form S-4 or S-8 S-8), (or any substitute form that may be adopted by the SEC)i) for its own account or (bii) for the account of any holder other holders of Boron Common Stock (other than a ShareholderDemand Registration pursuant to Section 2(a)), then Boron the Company shall give written notice of such proposed filing or Underwritten Offering to the Shareholders Holders as soon as practicable (but in no event less later than ten (10) Business Days 20 days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any and such notice by Boron, shall offer the Holders the opportunity to include Registrable Securities in register such registration or Underwritten Offering, as applicable (which request shall specify the number of shares of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, Holders may request within 20 days after receipt by the Holders of the Company’s notice on the same terms and conditions as applicable to Boron’s the Company or such holder’s shares other holders of Boron Common Stock (a “Piggyback Registration”); provided. The Holders will be permitted to withdraw all or any part of their Registrable Securities from a Piggyback Registration any time prior to the date the registration statement filed pursuant to such Piggyback Registration becomes effective with the Commission, however, that if and the Company shall have the right to withdraw the Piggyback Registration at any time after giving written notice prior to its effective date. (b) Notwithstanding anything contained herein, if the Piggyback Registration involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of equity securities (including all Registrable Securities) which the Company, the Holders and any other Persons intend to include in such registration exceeds the largest number of securities that can be sold without reasonably expecting to have an adverse effect on such offering, including the price at which such securities can be sold, the number of such proposed filing or Underwritten Offering, as applicablesecurities to be included in such registration shall be reduced to such extent, and prior the Company will include in such registration such maximum number of securities as follows: (i) first, all the securities the Company proposes to the effective date of the Registration Statement filed sell for its own account in connection with such registration, or and (ii) second, the consummation number of such Underwritten Offeringsecurities, as applicableincluding Registrable Securities, Boron requested to be included in such registration by the Holders and any other holders of such securities shall determine for any reason not be limited to proceed with such extent and shall be allocated pro rata among all such holders on the proposed registration or disposition, as applicable, basis of the Equity Interests, then Boron may, at its election, give written notice relative number of such determination to securities then held by each such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02holder.

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) If at any time after the Lockup Termination Date and in addition to issuance of the Shareholders’ rights in Section 2.01 and Section 2.02Shares, Boron proposes to the Company shall file with the Commission a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering registering any shares of Equity Interests equity securities and which could also include for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by registration the SEC)) or (b) Shares, the account of any holder of Boron Common Stock (other than a Shareholder), then Boron Company shall give written notice to each Warrantholder prior to such filing. (b) Within 20 calendar days after such notice from the Company, each Warrantholder shall give written notice to the Company whether or not such Warrantholder desires to have all of such proposed filing or Underwritten Offering Warrantholder’s Shares included in the registration statement. If any Warrantholder fails to give such notice within such period, such Warrantholder shall not have the right to have its Shares registered pursuant to such registration statement. If any Warrantholder gives such notice, then the Company shall include such Warrantholder’s Shares in the registration statement, at Company’s sole cost and expense, subject to the Shareholders as soon as practicable remaining terms of this Section 4.2. (but c) If the registration statement relates to an underwritten offering, and the underwriter shall determine in no event less than ten (10) Business Days before writing that the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the total number of Registrable Securities proposed shares of equity securities to be included in the offering, including the Shares, shall exceed the amount which the underwriter deems to be appropriate for the offering, the number of Shares to be included in the registration statement shall be reduced in the same proportion as the remainder of the Shares in the offering and such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities participating Warrantholder’s Shares included in such registration or Underwritten Offeringstatement 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 applicable, on may be reasonably required by the same terms underwriters and conditions as applicable to Boroneach Warrantholder shall pay the underwriter’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior commissions relating to the sale of their respective Shares. (d) The Warrantholders shall have an unlimited number of opportunities to have the Shares registered under this Section 4.2 provided that the Company shall not be required to register any Shares or keep any registration statement effective date beyond such period required under Section 4.4(a) of this Agreement. (e) The Warrantholder shall furnish in writing to the Registration Statement filed Company such information as the Company shall reasonably require in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed a registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02statement.

Piggyback Registration. If at any time after the Lockup Termination Date and in addition to regardless of whether there has been a Demand Registration or an effected Takedown Request, the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement under the Securities Act or consummate an Underwritten a Takedown Offering with respect to an offering of Equity Interests for (a) Boronthe Company’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) the account of any holder of Boron Common Stock (other than a Shareholder), then Boron the Company shall give written notice of such proposed filing or Underwritten Takedown Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron the Company within five (5) Business Days after delivery of any such notice by Boronthe Company (the “Piggyback Shareholders”), to include Registrable Securities in such registration or Underwritten Takedown Offering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Takedown Offering, as applicable), Boron the Company shall, subject to Section 3.03, Section 2.01(b) of this Agreement and the following proviso, include all such requested Registrable Securities in such registration or Underwritten Takedown Offering, as applicable, on the same terms and conditions as applicable to Boronthe Company’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Takedown Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Takedown Offering, as applicable, Boron the Company shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron the Company may, at its election, give written notice of such determination to such the Piggyback Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Takedown Offering, as applicable. Such The Piggyback Shareholders shall, subject to Section 2.06(b3.04(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron the Company with respect to any Registrable Securities Shares sold by such the Piggyback Shareholders pursuant to this Section 2.033.02. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 3.02 shall relieve Boron the Company of its obligations under Section 2.01 3.01 or this Section 2.023.02.

Piggyback Registration. (a) If the Corporation, at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02time, Boron proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering (i) with respect to an offering of Equity Interests shares of Capital Stock by and for (a) Boron’s own the account of the Corporation (other than a Registration Statement registration statement filed on Form S-4 or S-8 (▇-▇, ▇▇▇▇ ▇-▇ or any substitute form that may be adopted by the SECsuccessor forms thereto or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan)) , or (bii) pursuant to a Demand Registration or registration rights of another stockholder of the account of any holder of Boron Common Stock (other than a Shareholder)Corporation, then Boron then, each such time, the Corporation shall give prompt written notice of such proposed filing or Underwritten Offering at least 15 Business Days before the anticipated filing date (the “Piggyback Notice”) to all of the Shareholders Holders holding Registrable Securities. (b) The Piggyback Notice shall offer such Holders the opportunity to include in such registration statement the number of Registrable Securities as soon as practicable each such Holder may request (but a “Piggyback Registration”). Subject to Section 2.2(d), the Corporation shall include in no event less than each such Piggyback Registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within ten (10) Business Days before after notice has been given to the anticipated filing date)applicable Holder. Upon a written request given by any Shareholders The Holders exercising their rights under Section 2.2(b) shall be permitted to Boron within five (5) Business Days after delivery withdraw all or part of any such notice by Boron, to include the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. The Corporation shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the date on which all Registrable Securities included in such registration or Underwritten OfferingRegistration Statement have actually been sold; provided, as applicable (which request shall specify the number however, that any Holder of Registrable Securities that has been included in such Shelf Registration may request that such Registrable Securities be removed from such Registration Statement, in which event the Corporation shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. (c) The Corporation shall use its reasonable best efforts to cause the managing underwriter of a proposed underwritten offering to permit Holders of Registrable Securities requested to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject the Piggyback Registration to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s any other shares of Boron Common Capital Stock, if any, of the Corporation included therein. (d) Notwithstanding Section 2.2(c), if the managing underwriter of such underwritten offering has informed the Corporation in writing that in its view the total number or dollar amount of shares of Capital Stock that the Holders, the Corporation and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the number of shares of Capital Stock that in the opinion of such managing underwriter can be sold without adversely affecting such offering shall be included in the following order: (i) first, shares of Capital Stock for the account of the Corporation if the Corporation initiated the filing of the Registration Statement with respect to an offering for its own account as referenced under Section 2.2(a)(i); (ii) second (or first in the case of the circumstances described in clause (x) of this paragraph (ii)), (x) shares of Capital Stock for the account of such Holders or stockholders for whom the Registration Statement was filed pursuant to a “Demand Registration or demand registration rights of another stockholder, in each case as referenced under Section 2.2(a)(ii), if applicable, and (y) Registrable Securities requested hereunder by the Holders to be included in such Piggyback Registration”, in each case pro rata based on the amount of all such shares of Capital Stock and Registrable Securities requested to be included by such Holders and other stockholders; (iii) third, shares of Capital Stock for the account of the Corporation if the Corporation did not initiate the filing of the Registration Statement as referenced under Section 2.2(a)(i); and (iv) fourth, shares of Capital Stock for the account of any other Persons, pro rata based on the number of shares of Capital Stock requested to be included by the holders thereof; provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Piggyback Registration pursuant to the registration rights of a stockholder of the Corporation that is not a Holder, such order shall be determined in accordance with the terms of the registration rights agreement between such stockholder and the Corporation; and provided, further, that for so long as a Sponsor Member holds at least three percent (3%) of the Class A Units (as defined in the LLC Agreement) outstanding immediately following the closing of the IPO (as defined in the LLC Agreement) and related purchase of Class A Units by the Corporation with the proceeds therefrom, the Corporation shall not grant registration rights to another stockholder of the Corporation on terms more favorable than this Agreement (and any such registration rights shall not conflict with this Agreement) without the consent of such Sponsor Member. (e) Notwithstanding anything contained herein to the contrary, if the Corporation has previously filed a Registration Statement with respect to Registrable Securities sold by such Shareholders pursuant to Section 2.1 or pursuant to this Section 2.03. No 2.2, and if such previous registration has not been withdrawn or abandoned, the Corporation shall not be obligated to file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 90 days has elapsed from the date such previous registration became effective. (f) Notwithstanding anything contained herein to the contrary, the Corporation hereby agrees that (i) any Piggyback Registration that is a Shelf Registration shall contain all language (including on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Holder of Registrable Securities effected pursuant to allow for a Partner Distribution and (ii) the Corporation shall, at the reasonable request of any Holder of Registrable Securities seeking to effect a Partner Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution. (g) Upon delivering a request under this Section 2.03 2.2, a Holder will, if requested by the Corporation, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Corporation with respect to such Holder’s Securities to be registered pursuant to this Section 2.2 (a “Custody Agreement and Power of Attorney”), provided that such custody agreement shall relieve Boron only be executed and delivered by a BlackRock Member or Highfields Member in an underwritten offering and no BlackRock Member or Highfields Member shall be required to deliver any power of its obligations attorney in any form. The Custody Agreement and Power of Attorney will provide, among other things, that the Holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Holder’s behalf with respect to the matters specified therein. Such Holder also agrees to execute such other agreements as the Corporation may reasonably request to further evidence the provisions of this Section 2.2. (h) The Corporation shall have the right to terminate or withdraw any registration initiated by it as referenced under Section 2.01 2.2(a)(i) and any Holder or stockholder shall have the right to terminate or withdraw any registration initiated by it as referenced under Section 2.022.2(a)(ii) prior to the effectiveness of such registration whether or not any Holders have elected to include securities in such registration.

Piggyback Registration. If (a) Subject to Section 4(c), if at any time after the Lockup Termination Date and in addition date hereof the Company proposes for any reason to register Shares under the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file a registration statement Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or consummate an Underwritten Offering with respect any successor forms thereto or any registration of Shares relating to an offering and sale to management of Equity Interests for (a) Boron’s own account (the Company pursuant to any employee stock plan or other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) the account of any holder of Boron Common Stock (other than a Shareholderemployee benefit plan arrangement), then Boron it shall give written notice to BHI of its intention to so register such Shares (the “BHI Notice”) at least 45 days before the filing of such proposed filing or Underwritten Offering Registration Statement and BHI shall be entitled to include in such Registration Statement the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date)Registrable Shares held by it. Upon a the written request given by any Shareholders to Boron of BHI (a “BHI Piggyback Notice”) delivered within five (5) Business Days 15 days after delivery receipt of any such notice by Boronthe BHI Notice, to include Registrable Securities in such registration or Underwritten Offering, as applicable Registrable Shares designated by BHI (which request shall specify the number of Registrable Securities Shares proposed to be included in such registration or Underwritten Offering, as applicableregistration), Boron shall, subject the Company shall use commercially reasonable efforts to the following proviso, include cause all such requested Registrable Securities Shares to be included in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable the Shares otherwise being sold in such registration; subject to Boron’s or such holder’s shares of Boron Common Stock the limitations set forth in Section 4(c). (a “Piggyback Registration”b) Subject to Section 4(c); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior the date hereof the Company proposes to the effective date of the file a Registration Statement filed (i) in connection with such registrationa Demand Registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities (ii) in connection with which BHI exercises piggyback registration rights (other than a registration on Form S-4 or S-8 or any successor form to such registration, Forms or dispose any registration of Shares relating to an offering and sale to management of the Company pursuant to any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter employee stock plan or Underwriters selected by Boron other employee benefit plan arrangement) with respect to an offering that includes any Shares, then the Company shall give prompt written notice (the “Management Holder Notice”) to the Management Holders of its intention to register such Shares and the Management Holders shall be entitled to include in such Registration Statement the Registrable Securities sold Shares held by them. Upon the written request of any Management Holder (a “Management Holder Piggyback Notice”), delivered within 15 days after receipt of the Management Holder Notice, to include in such Shareholders pursuant to this Section 2.03. No registration Registrable Shares designated by the Management Holders (which request shall specify the number of Registrable Securities effected pursuant Shares proposed to a request under this be included in such registration), the Company shall use commercially reasonable efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the Shares otherwise being sold in such registration; subject to the limitations set forth in Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.024(c).

Piggyback Registration. (a) If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests Class A Common Stock, whether or not for (a) Boron’s sale for its own account (other than a Registration Statement registration statement (i) on Form S-4 or S-8 (S-▇, ▇▇▇▇ ▇-▇ or any substitute form that may be adopted by the SEC)) successor forms thereto or (bii) the account of filed to effectuate an exchange offer or any holder of Boron Common Stock (other than a Shareholderemployee benefit or dividend reinvestment plan), then Boron the Company shall give prompt written notice of such proposed filing or Underwritten Offering filing, which notice shall be given no later than two Business Days prior to the Shareholders as soon as practicable filing date (but in no event less than ten (10) Business Days before the anticipated filing date“Piggyback Notice”). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to K▇▇▇ on behalf of the Holders of Registrable Securities. The Piggyback Notice shall offer such Holders the opportunity to include Registrable Securities (or cause to be included) in such registration or Underwritten Offering, as applicable (which request shall specify statement the number of shares of Registrable Securities as each such Holder may request (each, a “Piggyback Registration Statement”). Subject to Section 1.7(b), the Company shall include in each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each, a “Piggyback Request”) within one Business Day after the date of the Piggyback Notice. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (A) 180 days after the effective date thereof and (B) consummation of the distribution by the Holders of all of the Registrable Securities included in such registration statement. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.7 are to be sold in an underwritten offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as any other shares of Class A Common Stock included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities that can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the securities proposed to be sold by the Company, (ii) second, the securities proposed to be sold by stockholders of the Company other than the Holders to the extent such stockholders of the Company had, prior to the date hereof, a contractual right to initiate such offering; (iii) third, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the percentage of the Registrable Securities requested to be included in such registration or Underwritten Offeringoffering by such Holders; and (iv) fourth, as applicable), Boron shall, subject any other securities of the Company that have been requested to the following proviso, include all such requested Registrable Securities be included in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02offering.

Piggyback Registration. (a) If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes Company intends to file a registration statement under the Securities Act Registration Statement covering a primary or consummate an Underwritten Offering with respect to an secondary offering of Equity Interests any of its Common Stock, Series A Preferred Stock, Series B Preferred Stock, Non-Voting Common Stock, Warrants or Other Securities, whether or not the sale for (a) Boron’s its own account account, (other than a Registration Statement registration (i) pursuant to a registration statement on Form S-8 (or other registration solely relating to an offering or sale of securities pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a registration statement on Form S-4 or S-8 (or any substitute similar form that may be adopted by the SECrelates to a transaction subject to Rule 145)) , or (biii) the account of in connection with any holder of Boron Common Stock (other than a Shareholderdividend or distribution reinvestment or similar plan), then Boron shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable Company will promptly (but and in no any event less than at least ten (10) Business Days before the anticipated filing date)) give written notice to the Holders of its intention to effect such a registration. Upon The Company will effect the registration under the Securities Act of all Registrable Securities that the Holder(s) request(s) be included in such registration (a “Piggyback Registration”) by a written request given by any Shareholders notice delivered to Boron the Company within five (5) Business Days after delivery of any such the notice given by Boronthe Company in the preceding sentence. Subject to Section 3(b), to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed securities requested to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject a Company Registration Statement pursuant to this Section 3 shall be included by the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, Company on the same terms and conditions form of Registration Statement as applicable has been selected by the Company for the securities the Company is registering for sale referred to Boron’s above. The Holders shall be permitted to withdraw all or such holder’s shares part of Boron Common Stock (a “the Registrable Securities from the Piggyback Registration”); provided, however, that if Registration at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration (the “Piggyback Registration Statement”). If the Company elects to terminate any registration filed in connection with under this Section 3 prior to the effectiveness of such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, Company will be relieved of its have no obligation to register any Registrable Securities the securities sought to be included by the Holders in connection with such registration, or dispose registration under this Section 3. There shall be no limit to the number of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders Piggyback Registrations pursuant to this Section 2.03. No 3(a). (b) If a Registration Statement under this Section 3 relates to an underwritten offering and the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Common Stock and other securities the Company proposes to sell, (ii) second, the Registrable Securities of the Holders who have requested inclusion of Registrable Securities effected pursuant to a request this Section 3, pro rata on the basis of the aggregate number of such securities or shares owned by each such Person, or as such Holders may otherwise agree, and (iii) third, any other securities of the Company that have been requested to be so included, subject to the terms of this Agreement. The Company shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with an underwritten offering made pursuant to this Section 3. No Holder may participate in any underwritten registration under this Section 2.03 shall relieve Boron 3 unless such ▇▇▇▇▇▇ (i) agrees to sell the Registrable Securities it desires to have covered by the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of its obligations attorney, indemnities, underwriting agreements, lockup agreements and other documents reasonably required under Section 2.01 or Section 2.02the terms of such underwriting arrangements.

Piggyback Registration. If at any time after time, on one or more occasions, the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes Company shall determine to file with the Securities and Exchange Commission (the “Commission”) a registration statement under to register any shares of its capital stock of the Securities Act same class as the Shares issued or consummate an Underwritten Offering with respect to an offering issuable upon the exercise of Equity Interests a Warrant (the “Registrable Securities”) for (a) Boron’s its own account or for the account of any of its stockholders (a “Piggyback Registration Statement”), other than a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may Form S-8, the Warrantholders shall be adopted by the SEC)) or (b) the account of any holder of Boron Common Stock (other than a Shareholder), then Boron shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, entitled to include Registrable Securities in such registration or statement (and related Underwritten Offeringoffering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to if any) on the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock conditions: (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron a) The Company shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to each Warrantholder at the time of such Shareholders anddetermination (a “Section 4.1(a) Notice”) and each such Warrantholder shall have the right to request, thereuponby written notice given to the Company within 10 business days of the date the notice was given by the Company to such Warrantholder, will that a specific number of Registrable Securities held by Warrantholder be relieved included in the Piggyback Registration Statement (and related underwritten offering, if any); (b) If the Piggyback Registration Statement relates to an underwritten offering, the Section Section 4.1(a) Notice shall specify the name or names of the managing underwriter or underwriters for such offering. The Section 4.1(a) Notice shall also specify the number of securities to be registered for the account of the Company and for the account of its obligation stockholders (other than holders of Registrable Securities), if any; (c) If the Piggyback Registration Statement relates to register an Underwritten offering, each Warrantholder who desires to include Registrable Securities therein must agree to sell such Warrantholder’s Registrable Securities on the same basis provided in the underwriting arrangements approved by the Company and to timely complete and execute all questionnaires, powers of attorney, indemnities, holdback agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the Act and the rules and regulations thereunder; and (d) If the managing underwriter or underwriters for the underwritten offering under the Piggyback Registration Statement determines that inclusion of all or any portion of the Registrable Securities in connection with such registrationoffering would adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering at the best price obtainable therefor, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration number of Registrable Securities effected pursuant that may be sold by the holders thereof shall be limited to a request under this Section 2.03 shall relieve Boron such number of its obligations under Section 2.01 Registrable Securities, if any, that the managing underwriter or Section 2.02underwriters determine may be included therein without such adverse effect.

Piggyback Registration. (a) If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes or is required to file a registration statement Registration Statement under the Securities Act or consummate an Underwritten Offering any other securities Laws with respect to an offering of Equity Interests any Common Shares, whether or not for (a) Boron’s sale for its own account (other than a Registration Statement registration statement (i) on Form S-4 or S-8 (S-4, Form ▇-▇, ▇▇▇▇ ▇-▇ or any substitute similar form that may be adopted by the SEC)) under non-U.S. Laws or (bii) the account of filed solely in connection with any holder of Boron Common Stock (other than a Shareholderemployee benefit or dividend reinvestment plan), then Boron shall the Company will give prompt written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) at least 10 Business Days before the anticipated filing date)date (the “Piggyback Notice”) to the Investors. Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, The Piggyback Notice will offer the Investors the opportunity to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify Registration Statement the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock they may request (a “Piggyback Registration”); provided, however, that if subject to Section 4.2(b). The Company will include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein by the Investors holding in the aggregate at least 10% of the aggregate number of Registrable Securities subject to Section 4.2(b). The Holders will be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and at least five Business Days prior to the effective date of the Registration Statement filed relating to such Piggyback Registration. The Company will be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 60 days after the effective date thereof or such shorter period in connection with which all Registrable Securities included in such registration, Registration Statement have actually been sold. (b) If the managing underwriter or underwriters of a proposed underwritten offering advise the consummation Company and the holders of such Underwritten OfferingRegistrable Securities that, as applicablein their judgment, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, because of the Equity Interestssize of the offering which the Investors, the Company and such other Persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included (taking into account, in addition to any considerations that the managing underwriter or underwriters deem relevant in its or their sole discretion, the timing and manner to effect the offering), then Boron maythe amount of Registrable Securities to be offered for the accounts of the Investors will be reduced pro rata to the extent necessary to reduce the total amount of Registrable Securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that if Common Shares are being offered for the account of other Persons as well as the Company, at its election, give written notice then the Common Shares intended to be offered for the account of such determination to such Shareholders and, thereupon, other Persons will be relieved reduced pro rata to the extent necessary to permit the Investors to include all of its obligation to register any their Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02offering.

Piggyback Registration. If at any time after while any Registrable Shares are outstanding the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes Companies propose to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests Paired Shares (or any securities issued in exchange for (aPaired Shares) Boron’s own account solely for cash (other than a Registration Statement registration statement (i) on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or S-8 any successor form or in connection with an exchange offer, (iii) in connection with a rights offering or any substitute form that may be adopted by a dividend reinvestment and share purchase plan offered exclusively to existing holders of Paired Shares, (iv) in connection with an offering solely to employees of the SEC)) REIT, the Operating Company or their affiliates or (bv) relating to a transaction pursuant to Rule 145 of the account of any holder of Boron Common Stock Securities Act, whether or not for its own account) (other than a Shareholder"Piggyback Registration Statement"), then Boron the Companies shall give to the Holders of Registrable Shares written notice of such proposed filing or Underwritten Offering at least 15 business days before filing. The notice referred to in the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Shares as each Holder may request (a "Piggyback Registration") pursuant to such Piggyback Registration Statement. Subject to the Shareholders as soon as practicable (but provisions hereinbelow, the Companies shall include in no event less than ten (10) Business Days before such Piggyback Registration all Registrable Shares requested to be included in the anticipated filing date). Upon a registration for which the Companies have received written request requests for inclusion therein within five business days after the notice referred to above has been given by the Companies to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any Shareholders time prior to Boron within five (5) Business Days after delivery the effective date of any such notice by Boron, to include Registrable Securities in such Piggyback Registration Statement. If a Piggyback Registration is an underwritten registration or Underwritten Offering, as applicable (which request shall specify on behalf of the Companies and the managing underwriter advises the Companies that the total number of Registrable Securities proposed Shares requested to be included in such registration or Underwritten Offeringis such as to be reasonably likely to materially and adversely affect the success of such offering, as applicable), Boron shall, subject to the following proviso, Companies will include all such requested Registrable Securities Paired Shares in such registration in the following priority: (i) first, all Paired Shares the Companies propose to sell and (ii) second, up to the full number of applicable Registrable Shares requested to be included in such registration which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or Underwritten Offeringprobability of success of such offering, as applicable, which shall be allocated among the Holders requesting registration and all other stockholders requesting registration on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”)pro rata basis; provided, however, that if at any time after giving written notice of such proposed filing no Registrable Shares or Underwritten Offeringother Paired Shares requested to be included in a registration pursuant to demand registration rights shall be excluded from the underwriting unless all securities requested to be included in a registration pursuant to piggyback registration rights are first excluded. Any Issuance Registration Statement, as applicableResale Shelf Registration Statement, and prior to the effective date of the Demand Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, Piggyback Registration Statement may sometimes be referred to herein as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02"Registration Statement."

Piggyback Registration. If the Company at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering any class of Equity Interests equity securities, whether for (a) Boron’s its own account (other than a Registration Statement registration statement on Form S-4 or S-8 (S-8, or any substitute successor or substantially similar form that may be adopted by the SEC)or a registration statement covering (i) an employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan) or (b) for the account of any a holder of Boron Common Stock securities of the Company pursuant to registration rights granted by the Company (other than a Shareholder"Requesting Securityholder"), then Boron the Company shall in each case give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) all Holders of Registrable Securities at least 20 Business Days before the anticipated filing date)date of any such registration statement by the Company, and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement. Upon a written request given by any Shareholders Each Holder of Registrable Securities desiring to Boron have his Registrable Securities registered under this Section 4 shall so advise the Company in writing within five (5) 10 Business Days after delivery the date of any receipt of such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify set forth the number amount of Registrable Securities proposed for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Securities so requested to be included in therein; provided, however, that if such registration or Registration Statement is for an Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Holders of Registrable Securities included therein shall join in such registration or Underwritten Offering, as applicable, the underwriting on the same terms and conditions as applicable the Company or the Requesting Securityholders except that the Holders of Registrable Securities shall not be required to Boron’s give any representations and warranties relating to the Company, and shall execute any underwriting agreement, "lock-up" letters or other customary agreements or documents executed by the Company or the Requesting Securityholders in connection therewith. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such holder’s shares proposed public offering advise the Holders in writing that the total amount or kind of Boron Common Stock (a “Piggyback Registration”); providedsecurities which the Holders of Registrable Securities, the Company, the Requesting Securityholders and any other Persons intended to be included in such proposed public offering is sufficiently large to affect the success of such proposed public offering materially and adversely, then the amount or kind of securities to be offered for the accounts of the Holders of Registrable Securities shall be reduced pro rata, together with the amount or kind of securities to be offered for the accounts of any other Persons requesting registration of securities pursuant to rights similar to the rights of the Holders under this Section 4, to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by such managing underwriter or underwriters before the securities offered by the Company or any Requesting Securityholder are so reduced. Notwithstanding the foregoing, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior the Holders shall have no right to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register include any Registrable Securities in connection with such registration, or dispose the Company's initial public offering of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02securities.

Piggyback Registration. If at any time If, after the Lockup Termination Date and in addition to date hereof, the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement on Form S-3 or such other form under the Securities Act or consummate an Underwritten Offering with respect to an providing for a public offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) the account shares of any holder of Boron Common Stock (other than (i) a Shareholderregistration statement on Form S-8 or Form S-4 or any similar form hereafter adopted by the Commission as a replacement therefor, or (ii) a registration statement filed by the Company for RWE pursuant to the exercise of its demand right pursuant to the agreement dated as of February 1, 1999, as amended) (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Piggyback Registration Statement”), then Boron shall give written notice the Company will notify each Holder of such the proposed filing and afford each Holder an opportunity to include in such Piggyback Registration Statement all or Underwritten Offering any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in any such Piggyback Registration Statement all or part of the Shareholders as soon as practicable (but in no event less than Registrable Shares held by such Holder shall, within ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days days after delivery of any the above-described notice by the Company, so notify the Company in writing, and in such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify inform the Company of the number of Registrable Securities proposed Shares such Holder wishes to be included include in such registration or Underwritten OfferingPiggyback Registration Statement and provide, as applicable)a condition to such inclusion, Boron shallsuch information regarding itself, subject the Registrable Shares held by it and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the following proviso, Securities Act to effect the registration of the Registrable Shares. Any election by any Holder to include all such requested any Registrable Securities Shares in such registration or Underwritten Offering, as applicable, on Piggyback Registration Statement will not affect the same terms and conditions as applicable to Boron’s or inclusion of such holder’s shares of Boron Common Stock (a “Registrable Shares in the Mandatory Shelf Registration Statement until such Registrable Shares have been sold under the Piggyback Registration”)Registration Statement; provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offeringtime, as applicable, and prior the Company shall have the right to remove from the Mandatory Shelf Registration Statement the Registrable Shares sold pursuant to the effective date of the Piggyback Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02Statement.

Piggyback Registration. If the Company at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering any class of Equity Interests equity securities, whether for (a) Boron’s its own account (other than a Registration Statement registration statement on Form S-4 or S-8 (S-8, or any substitute successor or substantially similar Exhibit B Page 4 of 12 form that may be adopted by the SEC)or a registration statement covering (i) an employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan) or (b) for the account of any a holder of Boron Common Stock securities of the Company pursuant to registration rights granted by the Company (other than a Shareholder"Requesting Securityholder"), then Boron the Company shall in each case give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) all Holders of Registrable Securities at least 20 Business Days before the anticipated filing date)date of any such registration statement by the Company, and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement. Upon a written request given by any Shareholders Each Holder of Registrable Securities desiring to Boron have his Registrable Securities registered under this Section 4 shall so advise the Company in writing within five (5) 10 Business Days after delivery the date of any receipt of such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify set forth the number amount of Registrable Securities proposed for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Securities so requested to be included in therein; provided, however, that if such registration or Registration Statement is for an Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Holders of Registrable Securities included therein shall join in such registration or Underwritten Offering, as applicable, the underwriting on the same terms and conditions as applicable the Company or the Requesting Securityholders except that the Holders of Registrable Securities shall not be required to Boron’s give any representations and warranties relating to the Company, and shall execute any underwriting agreement, "lock-up" letters or other customary agreements or documents executed by the Company or the Requesting Securityholders in connection therewith. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such holder’s shares proposed public offering advise the Holders in writing that the total amount or kind of Boron Common Stock (a “Piggyback Registration”); providedsecurities which the Holders of Registrable Securities, the Company, the Requesting Securityholders and any other Persons intended to be included in such proposed public offering is sufficiently large to affect the success of such proposed public offering materially and adversely, then the amount or kind of securities to be offered for the accounts of the Holders of Registrable Securities shall be reduced pro rata, together with the amount or kind of securities to be offered for the accounts of any other Persons requesting registration of securities pursuant to rights similar to the rights of the Holders under this Section 4, to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by such managing underwriter or underwriters before the securities offered by the Company or any Requesting Securityholder are so reduced. Notwithstanding the foregoing, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior the Holders shall have no right to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register include any Registrable Securities in connection with such registration, or dispose the Company's initial public offering of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02securities.

Piggyback Registration. If at (a) At any time after the Lockup Termination Date and in addition Closing, if, other than pursuant to Section 2.1, the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests by the Company for (a) Boron’s its own account (other than a Registration Statement registration statement (a) on Form S-4 or S-8 (▇-▇, ▇▇▇▇ ▇-▇ or any substitute form that may be adopted by the SEC)) or successor forms thereto, (b) filed solely in connection with any employee benefit or dividend reinvestment plan or (c) for the purpose of effecting a rights offering relating to the Common Stock) or for the account of any holder of Boron Common Stock (other than a Shareholder)its security holders, then Boron shall the Company will give to Investor Parties written notice of such proposed filing or Underwritten Offering at least fifteen (15) days prior to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing datedate (the “Piggyback Notice”). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, The Piggyback Notice shall offer Investor Parties the opportunity to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify statement the number of Registrable Securities (for purposes of this Section 2.2, “Registrable Securities” shall be deemed to mean solely securities of the same type and class as those proposed to be offered by the Company for its own account) as it may request (a “Piggyback Registration”). Subject to Section 2.3(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within seven (7) days after notice has been given to Investor Parties. The Company shall be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration for a period of 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold. (b) If any of the securities to be registered pursuant to the registration giving rise to Investor Parties’ rights under this Section 2.2 are to be sold in an underwritten offering, Investor Parties shall be permitted to include all Registrable Securities requested to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, offering on the same terms and conditions as applicable to Boron’s or such holder’s any other shares of Boron Common Stock (a “Piggyback Registration”)Capital Stock, if any, of the Company included therein; provided, however, that if at any time after giving written notice such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise Investor Parties in writing that it is their good faith opinion that the total number or dollar amount of Registrable Securities proposed filing to be sold in such offering, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or Underwritten Offeringdollar amount of such securities that can be sold without having an adverse effect on the price, as applicabletiming or distribution of the Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (i) first, all Other Securities being sold by the Company or by any Person (other than Investor Parties) exercising a contractual right to demand registration pursuant to which such registration statement was filed; and (ii) second, among any other holders of Registrable Securities or Other Securities requesting such registration, pro rata, based on the aggregate number of Registrable Securities and Other Securities Beneficially Owned by each such holder. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effective date effectiveness of the related Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron and shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its have no obligation to register any Registrable Securities in connection with such registration, or dispose except to the extent provided herein. (d) Each Investor Party shall have the right to withdraw its request for inclusion of any its Registrable Securities in any Piggyback Registration by giving written notice to the Company of its request to withdraw at least two (2) Business Days prior to the planned effective date of the related Registration Statement. Notwithstanding Section 2.3, the Company shall not be required to pay for the expenses of any Investor Party in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders registration proceeding begun pursuant to this Section 2.03. No registration of Registrable Securities effected 2.2 from which Investor Parties has subsequently withdrawn pursuant to a request under this Section 2.03 shall relieve Boron 2.2(d), unless such Investor Party’s withdrawal is based upon material adverse information concerning the Company that the Company had not publicly disclosed at least two (2) Business Days prior to the Company’s delivery of its obligations under Section 2.01 or Section 2.02such Piggyback Notice.

Piggyback Registration. If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement register any of its securities under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (by registration on any forms other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may successor or similar form(s)), whether or not pursuant to registration rights granted to other holders of its securities (including pursuant to this Agreement) and whether or not for sale for its own account, it shall give prompt written notice to all of the Shareholders of its intention to do so and of such Shareholders’ rights (if any) under this Section 2.2, which notice, in any event, shall be adopted by given at least 30 days prior to such proposed registration. Upon the SEC)) or (b) the account written request of any holder of Boron Common Stock (other than a Shareholder), then Boron shall give written Shareholder receiving notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon registration that is a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number holder of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback RegistrationRequesting Shareholder”) made within 20 days after the receipt of any such notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), which request shall specify the Registrable Common Stock intended to be disposed of by such Piggyback Requesting Shareholder, the Company shall, subject to Section 2.5(b) hereof, effect the registration under the Securities Act of all Registrable Common Stock which the Company has been so requested to register by the Piggyback Requesting Shareholders thereof; providedprovided that, (a) prior to the effective date of the registration statement filed in connection with such registration, howeverpromptly following receipt of notification by the Company from the managing underwriter (if an underwritten Public Offering) of the price at which such securities are to be sold, that the Company shall so advise each Piggyback Requesting Shareholder of such price, and such Piggyback Requesting Shareholder shall then have the right, exercisable in its sole discretion, irrevocably to withdraw its request to have its Registrable Common Stock included in such registration statement, by delivery of written notice of such withdrawal to the Company within five Business Days of its being advised of such price, without prejudice to the rights of any holder or holders of Registrable Common Stock to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 2.2 or to cause such registration to be effected as a registration under Section 2.1(a) or Section 2.1(g) hereof, as the case may be; (b) if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, its intention to register any securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron Company shall determine for any reason not to proceed with register or to delay registration of such securities, the proposed registration or disposition, as applicable, of the Equity Interests, then Boron Company may, at its election, give written notice of such determination to such Shareholders andeach Piggyback Requesting Shareholder and (i) in the case of a determination not to register, thereupon, will shall be relieved of its obligation to register any Registrable Securities Common Stock in connection with such registrationregistration (but not from any obligation of the Company to pay the Expenses in connection therewith), or dispose without prejudice, however, to the rights of any Shareholder to include Registrable Securities Common Stock in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter any future registration (or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders registrations) pursuant to this Section 2.032.2 or to cause such registration to be effected as a registration under Section 2.1(a) or Section 2.1(g) hereof, as the case may be, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Common Stock, for the same period as the delay in registering such other securities; and (c) if such registration was initiated by the Company for its own account and involves an underwritten Public Offering, each Piggyback Requesting Shareholder shall sell its Registrable Common Stock on the same terms and conditions as those that apply to the Company, and the underwriters of each such underwritten Public Offering shall be a nationally recognized underwriter (or underwriters) selected by the Company. No registration effected under this Section 2.2 shall relieve the Company of Registrable Securities its obligation to effect any registration upon request under Section 2.1(a) or Section 2.1(g) hereof and no registration effected pursuant to a request under this Section 2.03 2.2 shall relieve Boron of its obligations under be deemed to have been effected pursuant to Section 2.01 2.1(a) or Section 2.022.1(g) hereof.

Piggyback Registration. If In the event that Blockbuster at any time after the Lockup Termination IPO Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file a registration statement register any of its Blockbuster Common Stock, any other of its equity securities or securities convertible into or exchangeable for its equity securities (collectively, including Blockbuster Common Stock, “Other Securities”) under the Securities Act Act, whether or consummate an Underwritten Offering with respect not for sale for its own account, in a manner that would permit registration of Registrable Securities for sale for cash to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) public under the account of any holder of Boron Common Stock (other than a Shareholder)Securities Act, then Boron it shall at each such time give prompt written notice to each Holder of Registrable Securities of its intention to do so and of the rights of such proposed filing or Underwritten Offering Holder under this Section 2.02. Subject to the Shareholders terms and conditions hereof, such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date)such Holder may request. Upon a the written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such Holder made within 15 days after the receipt of Blockbuster’ notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed intended to be included in such registration or Underwritten Offering, as applicabledisposed of and the intended method of disposition thereof), Boron shallBlockbuster shall use its reasonable best efforts to effect, subject in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which Blockbuster has been so requested to register, to the following proviso, include all extent required to permit the disposition (in accordance with such requested intended method of disposition thereof) of the Registrable Securities in such registration or Underwritten Offeringso requested to be registered; provided that: (a) if, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving such written notice of such proposed filing or Underwritten Offering, as applicable, its intention to register any Other Securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron Blockbuster shall determine for any reason not to proceed with register the proposed registration or dispositionOther Securities, as applicable, of the Equity Interests, then Boron Blockbuster may, at its election, give written notice of such determination to such Shareholders and, thereupon, will Holders and thereupon Blockbuster shall be relieved of its obligation to register any such Registrable Securities in connection with the registration of such registrationOther Securities, without prejudice, however, to the rights of the Holders of Registrable Securities immediately to request that such registration be effected as a registration under Section 2.01 to the extent permitted thereunder; (b) if the registration referred to in the first sentence of this Section 2.02 is to be an underwritten registration on behalf of Blockbuster, and a nationally recognized investment banking firm selected by Blockbuster advises Blockbuster in writing that, in such firm’s good faith view, the inclusion of all or dispose a part of any such Registrable Securities in such registration would be likely to have an adverse effect upon the price, timing or distribution of the offering and sale of the Other Securities then contemplated, Blockbuster shall include in such registration: (i) first, all Other Securities Blockbuster proposes to sell for its own account (“Company Securities”); (ii) second, up to the full number of Registrable Securities held by Holders constituting Viacom and its Affiliates that are requested to be included in such registration (Registrable Securities that are so held being sometimes referred to herein as “Holder Securities”) in excess of the number of Company Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be sold without adversely affecting such offering and the sale of the Other Securities then contemplated (and (x) if such number is less than the full number of such Holder Securities, such number shall be allocated by Viacom among Viacom and its Affiliates and (y) in the event that such investment banking firm advises that less than all of such Holder Securities may be included in such offering, Viacom and its Affiliates may withdraw their request for registration of their Registrable Securities under this Section 2.02 and 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities request that such registration be effected as a registration under Section 2.01 to the extent permitted thereunder); (iii) third, up to the full number of Registrable Securities held by Holders (other than Viacom and its Affiliates) of Registrable Securities that are requested to be included in such registration in excess of the number of Company Securities and Holder Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering (and (x) if such number is less than the full number of such Registrable Securities, such number shall be allocated pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder and (y) in the event that such investment banking firm advises that less than all of such Registrable Securities may be included in such offering, such Holders may withdraw their request for registration of their Registrable Securities under this Section 2.02 and 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities request that such registration be effected as a registration under Section 2.01 to the extent permitted thereunder); and (iv) fourth, up to the full number of the Other Securities (other than Company Securities), if any, in excess of the number of Company Securities and Registrable Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering (and, if such number is less than the full number of such Other Securities, such number shall be allocated pro rata among the holders of such Other Securities (other than Company Securities) on the basis of the number of securities requested to be included therein by each such holder); (c) if the registration referred to in the first sentence of this Section 2.02 is to be an underwritten secondary registration on behalf of holders of Other Securities (the “Other Holders”), and the lead underwriter or managing underwriter advises Blockbuster in writing that in their good faith view, all or a part of such additional securities cannot be sold and the inclusion of such additional securities in such registration would be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the Other Securities then contemplated, Blockbuster shall include in such registration the number of securities (including Registrable Securities) that such underwriters advise can be so sold without adversely affecting such offering, allocated pro rata among the Other Holders and the Holders of Registrable Securities on the basis of the number of securities (including Registrable Securities) requested to be included therein by each Other Holder and each Holder of Registrable Securities; provided that if such registration statement is to be filed at any time after a Viacom Ownership Reduction, if any, and if such Other Holders have requested that such registration statement be filed pursuant to demand registration rights granted to them by Blockbuster, Blockbuster shall include in such registration: (i) Other Securities sought to be included therein by the Other Holders pursuant to the exercise of such demand registration rights; (ii) the number of Holder Securities sought to be included in such registration in excess of the number of Other Securities sought to be included in such registration by the Other Holders which in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering (and (x) if such number is less than the full number of such Holder Securities, such number shall be allocated by Viacom among Viacom and its Affiliates and (y) in the event that such investment banking firm advises that less than all of such Holder Securities may be included in such offering, Viacom and its Affiliates may withdraw their request for registration of their Registrable Securities under this Section 2.02 and 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities request that such registration be effected as a registration under Section 2.01 to the extent permitted thereunder); and (iii) the number of Registrable Securities sought to be included in such registration by Holders (other than Viacom and its Affiliates) of Registrable Securities in excess of the number of Other Securities and the number of Holder Securities sought to be included in such registration which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering (and (x) if such number is less than the full number of such Registrable Securities, such number shall be allocated pro rata among such Holders on the basis of the number of Registrable Securities requested to be included therein by each such Holder and (y) in the event that such investment banking firm advises that less than all of such Registrable Securities may be included in such offering, such Holders may withdraw their request for registration of their Registrable Securities under this Section 2.02 and 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities request that such registration be effected as a registration under Section 2.01 to the extent permitted thereunder); (d) Blockbuster shall not be required to effect any registration of Registrable Securities under this Section 2.02 incidental to the registration of any of its securities in connection with such Underwritten Offeringmergers, as applicable. Such Shareholders shallacquisitions, subject to Section 2.06(b)exchange offers, enter into a customary underwriting agreement with the Underwriter subscription offers, dividend reinvestment plans or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No stock option or other executive or employee benefit or compensation plans; and (e) no registration of Registrable Securities effected pursuant to a request under this Section 2.03 2.02 shall relieve Boron Blockbuster of its obligations under obligation to effect a registration of Registrable Securities pursuant to Section 2.01 or Section 2.022.01.

Piggyback Registration. (a) The PainCare Shares are not registered but are governed by Rule 144 promulgated under the 1933 Act. Subject to the conditions and restrictions set forth in Rule 144, PainCare agrees that the PainCare Shares will be freely transferable upon the expiration of one year and will be freely transferable by the Shareholder following the first anniversary of closing under this agreement. If at anytime within three (3) year period commencing on the Execution Date, PainCare proposes for any time after reason to register the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file a registration statement PainCare Shares under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account ([other than a Registration Statement on registration in connection with an exchange offer (Form S-4 S-4) or S-8 filed in connection with an employee stock option or other benefit plan (Form S-8, or any substitute form that may be adopted by the SECCommission)) or (b) the account of any holder of Boron Common Stock (other than a Shareholder)], then Boron PainCare shall promptly give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before Shareholder of its intention to so register the anticipated filing date). Upon a PainCare Shares and, upon written request by the Shareholder, given by any Shareholders to Boron within five twenty (520) Business Days days after delivery of any such notice by BoronPainCare, to include Registrable Securities in such registration or Underwritten Offering, as applicable the PainCare Shares held by the Shareholder (which request shall specify the number of Registrable Securities the PainCare Shares proposed to be included in such registration), PainCare shall attempt to cause all such PainCare Shares to be included in such registration on the same terms and conditions as the securities otherwise being included in such registration; provided however, that if the managing underwriters advise PainCare that the inclusion of the PainCare Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the PainCare Shares proposed to be registered by PainCare, then if such registration is in part an underwritten primary or Underwritten Offeringsecondary registration on behalf of PainCare, as applicable), Boron shall, subject to the following proviso, PainCare shall include all such requested Registrable Securities in such registration the PainCare Shares requested to be included in such registration, pro rata from among the holders of any and all PainCare shares to be registered pursuant to such registration according to the number of shares proposed by each holder to be included. In the event PainCare determines not to pursue, or Underwritten Offeringto withdraw, a registration as applicableto which it has given notice pursuant to this section, on the same terms and conditions as applicable Shareholder shall have no further rights hereunder with respect to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicableregistration, and prior the Shareholder shall continue to have the rights set forth above with respect to any other registrations to be proposed or undertaken thereafter. Notwithstanding any other provision of this Section to the effective date contrary, PainCare shall not be required to include any of the Registration Statement filed PainCare Shares in a registration statement relating to an underwritten offering of PainCare’s securities unless the Shareholder accepts the terms of the underwriting as agreed upon between PainCare and the underwriters selected by it, including, without limitation, any Underwriter’s Cutback and/or Lockup, and the Shareholder agrees to promptly execute and/or deliver such documents in connection with such registration as PainCare or the managing underwriter may reasonably request. (b) The Shareholder may exercise his rights under Section 2.14(a) above on an unlimited number of occasions. PainCare shall pay all Registration Expenses (as defined below) of any registration effected under this Section, except that in the event of withdrawal by the Shareholder, the Shareholder shall pay (or reimburse PainCare for) the amount of registration, filing or listing fees relating to his PainCare Shares included in the consummation registration and shall pay the fees of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection PainCare’s counsel associated with such withdrawal, unless such withdrawal is due to the Shareholder obtaining material adverse information that was not known by him at the time he requested inclusion of his PainCare Shares in the registration, or dispose of . (c) The Shareholder may not participate in any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 which is underwritten unless he agrees to sell such PainCare Shares on the basis provided in any underwriting agreement (with terms not inconsistent herewith, or rights less than those provided to any other common shareholder of PainCare with similar piggy-back rights and customary in underwriting agreements for secondary distributions) approved by PainCare, provided that the Shareholder shall relieve Boron not be required to make any representations or warranties to PainCare or the underwriters (other than representations and warranties regarding such Shareholder and such Shareholder’s intended method of its obligations under Section 2.01 or Section 2.02distribution).

Piggyback Registration. (a) If the Corporation, at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02time, Boron proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering (i) with respect to an offering of Equity Interests shares of Capital Stock by and for (a) Boron’s own the account of the Corporation (other than a Registration Statement registration statement filed on Form S-4 or S-8 (▇-▇, ▇▇▇▇ ▇-▇ or any substitute form that may be adopted by the SECsuccessor forms thereto or filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan)) , or (bii) pursuant to a Demand Registration or registration rights of another stockholder of the account of any holder of Boron Common Stock (other than a Shareholder)Corporation, then Boron then, each such time, the Corporation shall give prompt written notice of such proposed filing or Underwritten Offering at least 15 Business Days before the anticipated filing date (the “Piggyback Notice”) to all of the Shareholders Holders holding Registrable Securities. (b) The Piggyback Notice shall offer such Holders the opportunity to include in such registration statement the number of Registrable Securities as soon as practicable each such Holder may request (but a “Piggyback Registration”). Subject to Section 2.2(d), the Corporation shall include in no event less than each such Piggyback Registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within ten (10) Business Days before after notice has been given to the anticipated filing date)applicable Holder. Upon a written request given by any Shareholders The Holders exercising their rights under Section 2.2(b) shall be permitted to Boron within five (5) Business Days after delivery withdraw all or part of any such notice by Boron, to include the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. The Corporation shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the date on which all Registrable Securities included in such registration or Underwritten OfferingRegistration Statement have actually been sold; provided, as applicable (which request shall specify the number however, that any Holder of Registrable Securities that has been included in such Shelf Registration may request that such Registrable Securities be removed from such Registration Statement, in which event the Corporation shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities. (c) The Corporation shall use its reasonable best efforts to cause the managing underwriter of a proposed underwritten offering to permit Holders of Registrable Securities requested to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject the Piggyback Registration to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s any other shares of Boron Common Capital Stock, if any, of the Corporation included therein. (d) Notwithstanding Section 2.2(c), if the managing underwriter of such underwritten offering has informed the Corporation in writing that in its view the total number or dollar amount of shares of Capital Stock that the Holders, the Corporation and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the number of shares of Capital Stock that in the opinion of such managing underwriter can be sold without adversely affecting such offering shall be included in the following order: (i) first, shares of Capital Stock for the account of the Corporation if the Corporation initiated the filing of the Registration Statement with respect to an offering for its own account as referenced under Section 2.2(a)(i); (ii) second (or first in the case of the circumstance described in clause (x) of this paragraph (ii)), (x) shares of Capital Stock for the account of such Holders or stockholders for whom the Registration Statement was filed pursuant to a “Demand Registration or demand registration rights of another stockholder, in each case as referenced under Section 2.2(a)(ii), if applicable, and (y) Registrable Securities requested hereunder by the Holders to be included in such Piggyback Registration”, in each case pro rata based on the amount of all such shares of Capital Stock and Registrable Securities requested to be included by such Holders and other stockholders; (iii) third, shares of Capital Stock for the account of the Corporation if the Corporation did not initiate the filing of the Registration Statement as referenced under Section 2.2(a)(i); and (iv) fourth, shares of Capital Stock for the account of any other Persons, pro rata based on the number of shares of Capital Stock requested to be included by the holders thereof; provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Piggyback Registration pursuant to the registration rights of a stockholder of the Corporation that is not a Holder, such order shall be determined in accordance with the terms of the registration rights agreement between such stockholder and the Corporation; and provided, further, that for so long as a Sponsor Holder holds at least 1,893,333 shares of Common Stock (subject to adjustment proportionately for subdivisions (by stock split, stock distribution, reclassification, reorganization, recapitalization or otherwise) or combinations (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Common Stock), the Corporation shall not grant registration rights to another stockholder of the Corporation on terms more favorable than this Agreement (and any such registration rights shall not conflict with this Agreement) without the consent of such Sponsor Holder. (e) Notwithstanding anything contained herein to the contrary, if the Corporation has previously filed a Registration Statement with respect to Registrable Securities sold by such Shareholders pursuant to Section 2.1 or pursuant to this Section 2.03. No 2.2, and if such previous registration has not been withdrawn or abandoned, the Corporation shall not be obligated to file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 90 days has elapsed from the date such previous registration became effective. (f) Notwithstanding anything contained herein to the contrary, the Corporation hereby agrees that (i) any Piggyback Registration that is a Shelf Registration shall contain all language (including on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Holder of Registrable Securities effected pursuant to allow for a Partner/Charitable Distribution and (ii) the Corporation shall, at the reasonable request of any Holder of Registrable Securities seeking to effect a Partner/Charitable Distribution, file any prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner/Charitable Distribution. (g) Upon delivering a request under this Section 2.03 2.2, a Holder will, if requested by the Corporation, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Corporation with respect to such Holder’s Securities to be registered pursuant to this Section 2.2 (a “Custody Agreement and Power of Attorney”), provided that such custody agreement shall relieve Boron only be executed and delivered by a BlackRock Holder or Highfields Holder in an underwritten offering and no BlackRock Holder or Highfields Holder shall be required to deliver any power of its obligations attorney in any form. The Custody Agreement and Power of Attorney will provide, among other things, that the Holder will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such Securities (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Holder’s behalf with respect to the matters specified therein. Such Holder also agrees to execute such other agreements as the Corporation may reasonably request to further evidence the provisions of this Section 2.2. (h) The Corporation shall have the right to terminate or withdraw any registration initiated by it as referenced under Section 2.01 2.2(a)(i) and any Holder or stockholder shall have the right to terminate or withdraw any registration initiated by it as referenced under Section 2.022.2(a)(ii) prior to the effectiveness of such registration whether or not any Holders have elected to include securities in such registration.

Piggyback Registration. If the Company at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering any class of Equity Interests equity securities, whether for (a) Boron’s its own account (other than a Registration Statement registration statement on Form S-4 or S-8 (S-8, or any substitute successor or substantially similar form that may be adopted by the SEC)or a registration statement covering (i) an employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to any such plan or (ii) a dividend reinvestment plan) or (b) for the account of any a holder of Boron Common Stock securities of the Company pursuant to registration rights granted by the Company (other than a Shareholder"Requesting Securityholder"), then Boron the Company shall in each case give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) all Holders of Registrable Securities at least 20 Business Days before the anticipated filing date)date of any such registration statement by the Company, and such notice shall offer to all 4 Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement. Upon a written request given by any Shareholders Each Holder of Registrable Securities desiring to Boron have his Registrable Securities registered under this Section 4 shall so advise the Company in writing within five (5) 10 Business Days after delivery the date of any receipt of such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify set forth the number amount of Registrable Securities proposed for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Securities so requested to be included in therein; provided, however, that if such registration or Registration Statement is for an Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Holders of Registrable Securities included therein shall join in such registration or Underwritten Offering, as applicable, the underwriting on the same terms and conditions as applicable the Company or the Requesting Securityholders except that the Holders of Registrable Securities shall not be required to Boron’s give any representations and warranties relating to the Company, and shall execute any underwriting agreement, "lock-up" letters or other customary agreements or documents executed by the Company or the Requesting Securityholders in connection therewith. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such holder’s shares proposed public offering advise the Holders in writing that the total amount or kind of Boron Common Stock (a “Piggyback Registration”); providedsecurities which the Holders of Registrable Securities, the Company, the Requesting Securityholders and any other Persons intended to be included in such proposed public offering is sufficiently large to affect the success of such proposed public offering materially and adversely, then the amount or kind of securities to be offered for the accounts of the Holders of Registrable Securities shall be reduced pro rata, together with the amount or kind of securities to be offered for the accounts of any other Persons requesting registration of securities pursuant to rights similar to the rights of the Holders under this Section 4, to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by such managing underwriter or underwriters before the securities offered by the Company or any Requesting Securityholder are so reduced. Notwithstanding the foregoing, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior the Holders shall have no right to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register include any Registrable Securities in connection with such registration, or dispose an initial public offering of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02Company's securities.

Piggyback Registration. If at any time after (a) Except with respect to a Demand Registration (as defined below), the Lockup Termination Date and procedures for which are addressed in addition to Article II, if the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock, whether or not for (a) Boron’s sale for its own account (other than a Registration Statement registration statement (i) on Form S-4 or S-8 (S-▇, ▇▇▇▇ ▇-▇ or any substitute form that may be adopted by the SEC)) successor forms thereto or (bii) filed to effectuate an exchange offer or any employee benefit or dividend reinvestment plan), in a manner that would permit registration of the account of any holder of Boron Registrable Securities for sale for cash to the public under the Securities Act (a “General Common Stock (other than a ShareholderOffering”), then Boron the Company shall give prompt written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in filing, which notice shall be given, no event less later than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery prior to the filing date (the “Piggyback Notice”) to the Holders of any Registrable Securities. The Piggyback Notice shall offer such notice by Boron, Holders the opportunity to include Registrable Securities (or cause to be included) in such registration or Underwritten Offering, as applicable (which request shall specify statement the number of shares of Registrable Securities proposed as each such Holder may request (each, a “Piggyback Registration Statement”). Subject to Section 1.7(b), the Company shall include in each Piggyback Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each, a “Piggyback Request”) within three (3) Business Days after the date of the Piggyback Notice; provided, that, if the Company receives an initial inquiry, offer or advice to consider a General Common Stock Offering to be consummated in less than five (5) Business Days following such initial inquiry, offer or advice, it shall as promptly as possible, and in any event no later than two (2) Business Days prior to the filing date, give a Piggyback Notice to the Holders of Registrable Securities, and the Company shall include in each Piggyback Registration Statement any Piggyback Request received no later than one (1) Business Day prior to the filing date. In the case of a REIT equity offering or an overnight issuance, the Company will provide a Piggyback Notice to the Holders within two (2) Business Days of such filing, and shall include the Registrable Securities requested to be included by the Holders in any Piggyback Requests the Company receives within one (1) Business Day after the date of the Piggyback Notice. The Company shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 120 days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such registration or statement. The Company may withdraw a Piggyback Registration Statement at any time prior to any sales being made pursuant to the Piggyback Registration Statement without incurring any liability to the Holders. (b) If any of the securities to be registered pursuant to the registration giving rise to the rights under this Section 1.7 are to be sold in an Underwritten Offering, as applicable), Boron shall, subject the Company shall use commercially reasonable efforts to cause the following proviso, include all such requested managing underwriter or underwriters of a proposed Underwritten Offering to permit Holders of Registrable Securities who have timely submitted a Piggyback Request in connection with such offering to include in such registration or Underwritten Offering, as applicable, offering all Registrable Securities included in each Holder’s Piggyback Request on the same terms and subject to the same conditions as applicable to Boron’s or such holder’s any other shares of Boron Common Stock (a “Piggyback Registration”); providedcapital stock, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicableany, of the Equity InterestsCompany included in the Underwritten Offering. Notwithstanding the foregoing, then Boron may, at its election, give written notice if the managing underwriter or underwriters of such determination offering advise the Company in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such Shareholders andoffering, thereuponthe Company will include in such Underwritten Offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be relieved so included in the following order of priority: (i) first, the securities proposed to be sold by the Company for its obligation to register any own account and (ii) second, the Registrable Securities of the Holders and any other persons with piggyback registration rights who have the right to participate and that have requested to participate in connection with such registrationoffering, allocated pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder and its Affiliates (other than the Company) or dispose of any Registrable Securities in connection with such Underwritten Offering, other proportions as applicable. Such Shareholders shall, subject shall mutually be agreed to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02selling shareholders.

Piggyback Registration. If at any time after With respect to Holder’s right to piggyback on a registration of the Lockup Termination Date and in addition Company securities pursuant to Section 1.1, the parties agree as follows: (a) Pursuant to Section 1.1, the Company will (i) promptly give to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes Holder written notice of any registration of the issuance or resale of Company securities pursuant to file a registration statement filed with the SEC; and (ii) include in such registration (and related qualification under blue sky laws or other compliance), all the Securities Act specified in Holder’s written request or consummate an Underwritten Offering requests, mailed in accordance with respect Section 3.8 herein within 30 days after the date of such written notice from the Company. The Company shall use commercially reasonable efforts to an offering have the registration statement declared effective as soon as practicable. In the event that the Company is unable to register for resale under Rule 415 all of Equity Interests for (a) Boron’s own account (other than a Registration Statement the Registrable Securities on Form S-4 or S-8 (or any substitute form the registration statement that may be adopted it has agreed to include pursuant to Section 1.1 due to limits imposed by the SEC)) or (b) the account ’s interpretation of any holder of Boron Common Stock (other than a Shareholder)Rule 415, then Boron the Company shall give written notice be obligated to include in such registration statement (as withdrawn and refiled if necessary to comply with Rule 415) only such limited portion of the Registrable Securities as the SEC shall permit. Any exclusion of Registrable Securities shall be made pro rata among the holders of securities in such proposed filing or Underwritten Offering to the Shareholders registration statement. The Company shall prepare, and, as soon as practicable (but in no event less later than ten (10) Business Days before six months after the anticipated filing date). Upon a written request given by any Shareholders previous effective date of the registration statement that required the Company to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify reduce the number of Registrable Securities proposed as a result of the SEC’s interpretation of Rule 415, file with the SEC an additional registration statement on Form S-1 (or Form S-3, if applicable) covering the resale of all of the Registrable Securities not previously registered in a registration statement or a preceding additional registration statement as the case may be. To the extent the SEC does not permit the aforesaid Registrable Securities to be registered on an additional registration statement, the Company shall file additional registration statements successively trying to register on each such additional registration statement the maximum number of remaining Registrable Securities until the resale of the remaining Registrable Securities have been registered with the SEC. (b) The right of Holder to registration pursuant to a firm commitment public offering shall be conditioned upon Holder’s participation in such underwriting, and the inclusion of the Securities in the underwriting shall be limited to the extent provided herein. The Holder and all other holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit some or all of the Securities that may be included in the registration and underwriting as follows: the number of Securities that may be included in the registration and underwriting by the Holder shall be determined by multiplying the number of shares of Securities of all selling shareholders of the Company which the managing underwriter is willing to include in such registration and underwriting, times a fraction, the numerator of which is the number of Securities requested to be included in such registration or Underwritten Offeringand underwriting by the Holder, as applicable), Boron shall, subject and the denominator of which is the total number of Securities which all selling shareholders of the Company have requested to the following proviso, include all such requested Registrable Securities have included in such registration or Underwritten Offeringand underwriting. To facilitate the allocation of shares in accordance with the above provisions, as applicablethe 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, on the same terms and conditions as applicable it may elect to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving withdraw therefrom by written notice of to the Company and the managing underwriter, delivered not less than seven days before the effective date. Any securities excluded or withdrawn from such proposed filing or Underwritten Offering, as applicableunderwriting 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 filed in connection with such registrationregistration statement relating thereto, or such other shorter period of time as the consummation of such Underwritten Offering, as applicable, Boron shall determine for underwriters may require. (c) The Holder hereby acknowledges that this Agreement does not relate nor give Holder any reason not rights to proceed register his Shares on a registration statement filed with the proposed registration SEC on Form S-8 or dispositionForm S-4 (d) Notwithstanding the above, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation Company is only required to register any Registrable Securities in connection with such registration, or dispose the resale of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders Additional Shares and Anti-Dilution Shares pursuant to this Section 2.03Agreement when and if such shares are issued. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02.TCP

Piggyback Registration. If at any time From and after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Effective Time whenever Coty Parent initially proposes to file a registration statement register the offer and sale of any Common Shares, under the Securities Act for its own account in connection with the public offering of such securities solely for cash (other than a registration (a) pursuant to a Registration Statement on Form S-8 (or consummate an Underwritten Offering with respect other registration solely relating to an offering or sale to employees or directors of Equity Interests for Coty Parent pursuant to any employee stock plan or other employee benefit arrangement), (ab) Boron’s own account (other than pursuant to a Registration Statement on Form S-4 or S-8 (or any substitute similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (c) as required pursuant to any other registration rights agreement or (d) in connection with any dividend or distribution reinvestment or similar plan) and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be adopted by the SEC)) or (b) the account of used for any holder of Boron Common Stock (other than a Shareholder), then Boron shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, howeverCoty Parent shall give prompt written notice (in any event no later than fifteen (15) days prior to the filing of such Registration Statement) to the holders of Registrable Securities and the Existing Holders of its intention to effect such a registration and shall include in such registration all Registrable Securities or other securities with respect to which Coty Parent has received written requests for inclusion from the Registration Equityholders within five (5) days after Coty Parent’s notice has been given to each such holder (or, that if at with respect to the Existing Holders, such time period provided in, and in accordance with the provisions of, the applicable Existing Registration Rights Agreements). Any Registration Equityholder shall have the right to withdraw such Registration Equityholder’s request for inclusion of his, her or its Registrable Securities in any time after Piggyback Registration statement pursuant to this Section 2.2 by giving written notice to Coty Parent of such proposed filing or Underwritten Offering, as applicable, and withdrawal prior to the effective time of the applicable Registration Statement or the filing of the applicable prospectus supplement, if such registration is effected using an existing registration statement. If any Piggyback Registration Statement pursuant to which Registration Equityholders have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto, such Registration Equityholder(s) shall have the right, but not the obligation, to be notified of and to participate in any offering under such Registration Statement, and Coty Parent shall give prompt written notice thereof to the Registration Equityholder(s). Coty Parent shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 before the effective date of the Registration Statement filed in connection with such registration, whether or the consummation of such Underwritten Offering, as applicable, Boron shall determine for not any reason not Registration Equityholders has elected to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any include Registrable Securities or other securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02.

Piggyback Registration. (a) If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an a public offering of Equity Interests Shares for (a) Boron’s its own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) for the account of any holder of Boron Common Stock (other than a Shareholderregistration statement (i) on Form S-8 (or any similar or successor form thereto), (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 (or any similar or successor form thereto) in connection with a merger, acquisition, exchange offer or similar corporate transaction (each of the foregoing, an "Exempted Registration")), then Boron the Company shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days Stockholders at least 30 days before the anticipated filing date. Such notice shall offer the Stockholders the opportunity to register such amount of Registrable Shares as they may request (a "Piggyback Registration"). Upon a Subject to Section 2.2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written request given by any Shareholders to Boron requests for inclusion therein within five (5) Business Days 20 days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject has been given to the following proviso, Stockholders. Each Stockholder shall be permitted to withdraw all or any portion of the Registrable Shares of such Stockholder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. (b) The Company shall permit the Stockholders to include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, Shares on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); providedany similar securities, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicableany, of the Equity InterestsCompany included therein. Notwithstanding the foregoing, in the event that any Piggyback Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Stockholders requesting registration that the total amount of securities requested to be included in such Piggyback Registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then Boron may, at its election, give written notice the amount of such determination securities to such Shareholders and, thereupon, will be relieved offered for the account of its obligation to register any Registrable Securities in connection with such registration, or dispose the Company and of any holder of securities (including the Stockholders) shall be reduced to a number deemed satisfactory by such managing underwriter or underwriters, provided, that the securities to be excluded shall be determined in the following sequence: (i) in the event the offering was proposed by or for the account of holders of securities of the Company (the "Proposing Holders"): (A) first, securities proposed to be offered for the account of the Company; (B) second, securities requested to be registered by holders of securities of the Company other than the Proposing Holders or holders of Registrable Securities Shares, on a pro rata basis (based upon the number of shares of Common Stock beneficially held by each such holder); (C) third, securities held by holders of Registrable Shares, on a pro rata basis (based upon the number of Registrable Shares beneficially held by each such holder); and (D) fourth, securities held by the Proposing Holders, on a pro rata basis (based upon the number or of shares of Common Stock beneficially held by each such holder); and (ii) in connection with the event the offering was proposed by or for the account of the Company: (A) first, securities held by holders of securities of the Company other than holders of Registrable Shares, on a pro rata basis (based upon the number of shares of Common Stock beneficially held by each such Underwritten Offeringholder); (B) second, as applicable. Such Shareholders shallsecurities held by holders of Registrable Shares on a pro rata basis (based upon the number of Registrable Shares beneficially held by each such holder); and (C) third, subject securities proposed to be offered for the account of the Company. (c) Nothing in this Agreement shall create any liability on the part of the Company to the Stockholders if the Company in its sole discretion should decide not to file a Registration Statement proposed to be filed pursuant to Section 2.06(b)2.2(a) hereof or to withdraw such Registration Statement subsequent to its filing, enter into regardless of any action whatsoever that a customary underwriting agreement with Stockholder may have taken, whether as a result of the Underwriter issuance by the Company of any notice hereunder or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02otherwise.

Piggyback Registration. (a) If at any time after during the Lockup Termination Date and in addition to Effective Period or the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Modified Effective Period (as applicable) the Company proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an underwritten offering of Equity Interests its equity securities for (a) Boron’s its own account or for the account of another Person or Persons (other than a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form form, respectively, that may be adopted by the SEC)) or (b) the account of any holder of Boron Common Stock (other than a Shareholder), then Boron the Company shall give written notice of such proposed filing or Underwritten Offering to the Shareholders Holders at the addresses set forth in the share register of the Company as soon as reasonably practicable (but in no event less than ten (10) Business Days business days before the anticipated filing date). Upon a written request given by any Shareholders , undertaking to Boron within five (5) Business Days after delivery of any such notice by Boron, provide each Holder the opportunity to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, register on the same terms and conditions as applicable to Boronall or any portion of such Holder’s or such holder’s shares of Boron Common Stock Registrable Shares (a “Piggyback Registration”). Each Holder will have ten (10) business days after receipt of any such notice to notify the Company as to whether it wishes to participate in a Piggyback Registration; providedprovided that should a Holder fail to provide timely notice to the Company, however, that if at such Holder will forfeit any time after giving written notice of rights to participate in the Piggyback Registration with respect to such proposed filing or Underwritten Offering, as applicable, and prior to offering. If the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron Company shall determine for any reason in its sole discretion not to proceed with register or to delay the proposed registration or dispositionoffering, as applicable, of the Equity Interests, then Boron Company may, at its election, give provide written notice of such determination to such Shareholders andthe Holders and (i) in the case of a determination not to effect the proposed offering, thereupon, will shall thereupon be relieved of its the obligation to register such Registrable Shares in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Shares for the same period as the delay in respect of the proposed offering. As between the Company and the Selling Holders, the Company shall be entitled to select the underwriters in connection with any Piggyback Registration. (b) If any Person (including the Company) requests, pursuant to Section 2.2, or in connection with similar piggyback registration rights, that Registrable Securities Shares be included in a registration statement for an underwritten offering and the Company shall determine, based upon advice of the managing underwriter or underwriters, that the inclusion of such Registrable Shares would materially and adversely affect the price or success of the offering (a “Material Adverse Effect”), then to the extent necessary to eliminate such Material Adverse Effect, the Company will include in such registration (i) first, (x) if the proposed offering is for a primary issuance by the Company, the shares of Common Stock that the Company proposes to sell for its own account, or (y), if the proposed offering is the result of a demand registration right held by another Person, the shares of Common Stock that such Person proposes to sell for its own account, and (ii) second, as to each Holder, only a portion of the remaining shares to be registered equal to the ratio which such Holder’s requested shares bears to the total number of shares requested to be included in such registration statement by all Persons (other than the Person or Persons initiating such registration request) who have requested that their shares be included in such registration statement. If as a result of the provisions of this Section 2.2(b) any Holder shall not be entitled to include all Registrable Shares in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such registration statement prior to its effectiveness. (c) No Holder may participate in any Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company, (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements or otherwise in connection with such registrationPiggyback Registration, and (z) agrees to pay its pro-rata share of all Selling Expenses (including all fees and expenses of its own counsel if any), provided, however, that no such Holder shall be required to make any representations or dispose of any Registrable Securities warranties in connection with any such Underwritten Offeringregistration other than representations and warranties as to (i) such Holder, (ii) such Holder’s ownership of his or its Registrable Shares to be sold or transferred free and clear of all liens, (iii) such Holder’s power and authority to effect such transfer and its intended method of distribution, and (iv) such matters pertaining to compliance with securities laws and other applicable laws and governmental rules and regulations, if any, as applicable. Such Shareholders shallmay be reasonably requested; provided further, subject however, that the obligation of any such Holder to Section 2.06(bindemnify pursuant to any such underwriting arrangements shall be individual as to itself, not joint, among such Holders selling securities, and the liability of each such Holder will be in proportion to (in the case where more than one Holder is liable), enter into a customary underwriting agreement with and provided further that such liability will be limited to, the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold net amount received by such Shareholders Holder from the sale of his or its Registrable Shares pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02such registration.

Piggyback Registration. If If, at any time commencing after the Lockup Termination Date date hereof and in addition to expiring seven (7) years thereafter, the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement register any of its securities under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than pursuant to Form ▇-▇, ▇-▇ or a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) the account of any holder of Boron Common Stock (other than a Shareholdercomparable registration statement), then Boron shall the Company will give written notice of such proposed filing or Underwritten Offering by registered mail, at least thirty (30) days prior to the Shareholders as soon as practicable filing of each such registration statement, to the Underwriter and to all other Holders of the Warrants and/or the Warrant Securities of its intention to do so. If the Underwriter or other Holders of the Warrants and/or Warrant Securities notifies the Company within twenty (but in no event less than ten (1020) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days days after delivery receipt of any such notice by Boron, of its or their desire to include Registrable Securities any such securities in such proposed registration or Underwritten Offeringstatement, as applicable (which request the Company shall specify afford the Underwriter and such Holders of the Warrants and/or Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement. If a registration of the Company's securities is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their reasonable opinion based upon market conditions the number of Registrable Securities proposed securities requested to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to exceeds the following proviso, number which can be sold in such offering the Company will include all such requested Registrable Securities in such registration or Underwritten Offering(i) first, as applicablethe securities the Company proposes to sell, (ii) second, the Warrant Securities on a pro-rata basis among such holders; and (iii) third, other securities to be included in such registration. If a registration of the same terms Company's securities is an underwritten secondary registration on behalf of holders of the Company's Common Stock, and the managing underwriters advise the Company in writing that in their reasonable opinion based upon market conditions as applicable the number of securities requested to Boron’s or be included in such holder’s shares registration exceeds the number which can be sold in such offering, the Company will include in such registration, (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right, (ii) second, the Warrant Securities on a pro-rata basis among such holders, and (iii) third, other securities to be included in such registration. Notwithstanding the provisions of Boron Common Stock (a “Piggyback Registration”); providedthis Section 7.2, however, that if the Company shall have the right at any time after giving it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing or Underwritten Offering, as applicable, and but prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02thereof.

Piggyback Registration. (a) If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement Registration Statement under the Securities Act or consummate an Underwritten Offering at any time following the date of this Agreement, (i) with respect to an offering by the Company of Equity Interests any equity securities for (a) Boron’s its own account (other than a Registration Statement registration statement (A) on Form S-4 or S-8 (S-▇, ▇▇▇▇ ▇-▇ or any substitute form that may be adopted by the SEC)successor forms thereto, (B) filed solely in connection with any employee benefit, dividend reinvestment, or any other similar plan or (bC) for the purpose of effecting a rights offering afforded to all holders of the Shares), or (ii) with respect to an offering for the account of any holder of Boron Common Stock (other than a Shareholder)its security holders, then Boron shall the Company will give each Holder written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than at least ten (10) Business Days before Days’ prior to the anticipated filing datedate (the “Piggyback Notice”). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, The Piggyback Notice shall offer the Holders the opportunity to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify statement the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock they may request (a “Piggyback Registration”); provided, however, that if at any time after giving written notice such number of Registrable Securities multiplied by the VWAP (as defined in the Stock Purchase Agreement) as of the date of such request shall equal at least $10 million. Subject to Section 2.1(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received a written request from the Holders for inclusion therein within five (5) Business Days after notice has been given to the Holders. (b) If any of the securities to be registered pursuant to the Registration Statement giving rise to the Holders’ rights under this Section 2.1 are to be sold in an underwritten offering, then each Holder shall be permitted to include all Registrable Securities requested to be included in such Registration Statement in such offering on the same terms and conditions as the securities of the Company or its security holders included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter of such underwritten offering advises the Company in writing that it is the managing underwriter’s good faith opinion that the total number or dollar amount of Registrable Securities proposed filing to be sold by the Holders in such offering, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering, exceeds the total number or Underwritten Offeringdollar amount of such securities that can be sold without having an adverse effect on the price, as applicabletiming or distribution of such Registrable Securities to be so included together with all such Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of such Registrable Securities and such Other Securities that in the opinion of such managing underwriter can be sold without so adversely affecting such offering; provided, however, that in no event shall the number of Registrable Securities proposed to be sold by the Holders in such offering be reduced unless all Other Securities that are not entitled to registration rights pari passu with those of the Holders (other than securities to be sold by the Company) are first entirely excluded from such offering. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.1 prior to the effective date effectiveness of the related Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron and shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its have no obligation to register any Registrable Securities in connection with such registration, or dispose except to the extent provided herein. Each Holder shall have the right to withdraw its request for inclusion of any its Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject any Piggyback Registration by giving written notice to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron Company of its obligations under request to withdraw at least two (2) Business Days prior to the planned effective date of the related Registration Statement. The Registration Expenses of any such withdrawn Piggyback Registration shall be borne by the Company in accordance with Section 2.01 or Section 2.022.2. (d) In the event that the SEC sets forth a limitation on the number of securities that may be registered in a particular Piggyback Registration, the Company may reduce the number of securities to be registered in such Piggyback Registration to such number of securities as allowed by the SEC.

Piggyback Registration. If (a) Subject to the terms and conditions of this Agreement, if at any time after following the Lockup Termination Date and in addition to date hereof, the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file Company files a registration statement under the Securities Act solely for the purpose of registering for sale shares of its Common Stock or consummate an Underwritten Offering with respect to an offering other equity securities of Equity Interests for the Company (asuch Common Stock and other equity securities collectively, “Other Securities”) Boron’s own account (other than a Registration Statement registration statement (i) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms to Form S-4 or Form S-8 (or any substitute form that may be adopted by the SEC)) or (bii) the account of filed solely in connection with any holder of Boron Common Stock (other than a Shareholdershare repurchase program, employee benefit or dividend reinvestment plan), then Boron the Company shall use commercially reasonable efforts to give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable Owners at least five (but in no event less than ten (105) Business Days before the anticipated filing datedate (the “Piggyback Notice”). Upon The Piggyback Notice and the contents thereof shall be kept confidential by the Owners and their Affiliates and representatives, and an Owner shall be responsible for breaches of confidentiality by its Affiliates and representatives. The Piggyback Notice shall offer the Owners the opportunity to include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as it may request (a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall use its commercially reasonable efforts to include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received from the Owners’ written request given by any Shareholders to Boron requests for inclusion therein within five (5) Business Days after delivery following receipt of any such notice Piggyback Notice by Boronthe Owners, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the maximum number of Registrable Securities proposed intended to be disposed of by the Owners and the intended method of distribution. The Owners shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time at least five (5) Business Days prior to the effective date of the registration statement relating to such Piggyback Registration. (b) If any Other Securities are to be sold in an underwritten offering, (1) the Company or other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering in their discretion and (2) the Owners shall be permitted to include all Registrable Securities requested to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, underwritten offering on the same terms and conditions as applicable such Other Securities proposed by the Company or any third party to Boron’s or be included in such holder’s shares of Boron Common Stock (a “Piggyback Registration”)offering; provided, however, that if at any time after giving written notice such offering involves an underwritten offering and the managing underwriter(s) of such proposed filing underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering (an “Underwriter Cutback”), exceeds the total number or Underwritten Offeringdollar amount of such securities that can be sold without having an adverse effect on the price, as applicabletiming or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and prior such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (x) to the effective date extent such public offering is the result of a registration initiated by the Registration Statement filed Company, (i) first, all Other Securities being sold by the Company; (ii) second, all Registrable Securities requested to be included in connection with such registration by the Owners plus all Other Securities of any holders thereof (other than the Company and the Owners) requesting inclusion in such registration, pro rata, based on the aggregate number of Securities beneficially owned by each such holder, or (y) to the extent such public offering is the result of a registration initiated by any Persons (other than the Company or the consummation of Owners) exercising a contractual right to demand registration, (i) first, all Other Securities owned by such Underwritten OfferingPersons exercising the contractual right; (ii) second, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any all Registrable Securities requested to be included in connection with such registration by the Owners plus all Other Securities of any holders thereof (other than the Company, the Owners and the Persons exercising the contractual right) requesting inclusion in such registration, or dispose pro rata, based on the aggregate number of any Registrable Securities in connection with beneficially owned by each such Underwritten Offeringholder; and (iii) third, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable all Other Securities being sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02the Company.

Piggyback Registration. If at any time after the Lockup Termination Date and in addition (a) Subject to the Shareholders’ rights in Section 2.01 terms and Section 2.02conditions hereof, Boron whenever the Company proposes to file a registration statement register the offer and sale of any of its equity securities under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 (or any substitute form that may be adopted by the SECsuccessor forms thereto) (a “Piggyback Registration”)) , whether for its own account or (b) for the account of any holder of Boron Common Stock (other than a Shareholder)others, then Boron the Company shall give each Shareholder prompt written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable thereof (but in no event not less than ten (10) Business Days before business days prior to the anticipated public filing dateby the Company with the SEC of any registration statement with respect thereto, provided that the Company shall not be required to deliver such notice prior to the a confidential submission or non-public filing of any registration statement with the SEC). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a reasonable estimate by the Company of the proposed minimum offering price of such equity securities. Upon a the written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable Person that on the date of the Piggyback Notice is a Shareholder (a “Piggyback Seller”) (which written request shall specify the number of Registrable Securities proposed then presently intended to be disposed of by such Piggyback Seller, and may condition the sale of such Registrable Securities on a price range) given within ten (10) days after such Piggyback Notice is received by such Piggyback Seller, the Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company has received such written requests for inclusion to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, Piggyback Registration on the same terms and conditions as the Company’s equity securities being sold in such Piggyback Registration (whether for the account of the Company or for the account of others). (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration is not an Underwritten Offering, a nationally recognized independent investment bank selected by the Company and reasonably acceptable to the Shareholders holding a majority of the Registrable Securities included in such Piggyback Registration, and whose fees and expenses shall be borne solely by the Company) advises the Company in writing that, in its opinion, the inclusion of all the equity securities sought to be included in such Piggyback Registration by (i) the Company, (ii) others who acquire Shares after the date hereof and whom the Company gives registration rights and have sought to have all or part of such Shares registered in such Piggyback Registration pursuant to such registration rights, (iii) others with the written consent of Shareholders participating in such Demand Registration holding a majority of the Registrable Securities included in such Demand Registration (such Persons referenced in clauses (ii) and (iii) of this Section 2.2(b) being “Other Demanding Sellers”), and (iv) the Piggyback Sellers, as the case may be, would adversely affect the marketability of the equity securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to Boronsuch Piggyback Registration only such equity securities as the Company is so advised by such underwriter can be sold without such an effect, as follows and in the following order of priority: (i) if the Piggyback Registration relates to an offering for the Company’s or own account, then (A) first, such holdernumber of equity securities to be sold by the Company for its own account, and (B) second, Shares requested to be included in such Piggyback Registration by any Other Demanding Sellers and any Piggyback Sellers, pro rata among such Other Demanding Sellers and Piggyback Sellers based upon the number of Shares deemed to be beneficially owned by such Persons; or (ii) if the Piggyback Registration relates to an offering other than for the Company’s shares own account, then (A) first, Shares requested to be included in such Piggyback Registration by any Other Demanding Sellers and any Piggyback Sellers, pro rata among such Other Demanding Sellers and Piggyback Sellers based upon the number of Boron Common Stock Shares deemed to be owned by such Persons, and (B) second, the other equity securities of the Company proposed to be sold by the Company as determined by the Company. (c) In connection with any Underwritten Offering under this Section 2.2, the Company shall not be required to include the Registrable Securities of a “Piggyback Registration”); providedShareholder in the Underwritten Offering unless such Shareholder accepts the terms of the underwriting as agreed upon between the Company and the underwriters, howeveror, that if applicable, the underwriters selected by the Shareholders holding a majority of the Registrable Securities requested to be included in the Demand Registration in accordance with the terms of hereof. (d) If, at any time after giving written notice of such proposed filing or Underwritten Offering, its intention to register the offer and sale of any of its equity securities as applicable, set forth in this Section 2.2 and prior to the effective date of time the Registration Statement registration statement filed in connection with such registrationPiggyback Registration is declared effective, or the consummation of such Underwritten OfferingCompany shall determine, as applicableat its election, Boron shall determine for any reason not to proceed with register the proposed registration or dispositionoffer and sale of such equity securities, as applicable, of the Equity Interests, then Boron may, at its election, Company shall give written notice of such determination to such Shareholders and, thereupon, will each Shareholder within five (5) days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose the offer and sale of any Registrable Securities in connection with such Underwritten Offeringparticular withdrawn or abandoned Piggyback Registration (but not from its obligation to pay the Registration Expenses in connection therewith as provided herein); provided, that Shareholders may continue the registration as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders Demand Registration pursuant to this the terms of Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.022.1.

Piggyback Registration. If at any time after the Lockup Termination Date and in addition (a) Subject to the Shareholders’ rights in provisions of Section 2.01 3.2(b) and Section 2.023.2(c), Boron if the Issuer proposes or is required to file a registration statement under the Securities Act a registration statement or consummate an Underwritten Offering a prospectus supplement relating to a Shelf Registration with respect to an offering the offer and sale of Equity Interests for (a) Boron’s own account shares of Class A Common Stock, including pursuant to a Demand Registration (other than with respect to block trades or a Registration Statement registration statement (A) on Form S-4 or S-8 (▇-▇, ▇▇▇▇ ▇-▇ or any substitute form that may be adopted by the SEC)) successor forms thereto or (bB) the account of filed solely in connection with any holder of Boron Common Stock (other than a Shareholderemployee benefit or dividend reinvestment plan), then Boron the Issuer shall give written prior notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within at least five (5) Business Days after delivery prior to the anticipated filing date (a “Piggyback Notice”) to Partner Holdings, the Other TPG Feeder Partnerships and each other Holder that is permitted to Transfer their Registrable Securities at such time as a result of any the provisions set forth in Section 3.2(c). Subject to the foregoing, the Issuer shall offer such notice by Boron, Holders the opportunity to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify statement the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock they may request (a “Piggyback Registration”). Subject to the last sentence of Section 3.2(b), the Issuer shall include in such registration statement all Registrable Securities with respect to which the Issuer has received written requests for inclusion therein within three (3) Business Days after the Piggyback Notice has been delivered to the Holders (the “Piggyback Shares”). The Issuer will use reasonable best efforts to effect the registration under the Securities Act of all Piggyback Shares which the Issuer has been so requested to register by the Holders to the extent required to permit the disposition of the Piggyback Shares to be registered; provided, howeverthat if, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, its intention to register any securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Issuer (or the consummation of another Person who demanded such Underwritten Offering, as applicable, Boron shall determine registration) determines for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, Issuer may at its election, election give written notice of such determination to such Shareholders and, thereupon, each Holder of Piggyback Shares and thereupon will be relieved of its obligation to register any Piggyback Shares. (b) If any of the shares of Class A Common Stock to be registered pursuant to the provisions set forth in Section 3.2(a) are to be sold in an underwritten offering (other than with respect to block trades or a registration statement (A) on Form ▇-▇, ▇▇▇▇ ▇-▇ or any successor forms thereto or (B) filed solely in connection with any employee benefit or dividend reinvestment plan), then the Issuer shall provide a Piggyback Notice to Partner Holdings, the Other TPG Feeder Partnerships and each other Holder that is permitted to Transfer their Registrable Securities at such time not more than thirty (30) days and not fewer than five (5) Business Days prior to the anticipated commencement of such underwritten offering. The Issuer shall include in such Piggyback Registration all Piggyback Shares with respect to which the Issuer has received written requests for inclusion therein as of the earlier of (x) five (5) Business Days after the Piggyback Notice has been delivered to the Holders and (y) three (3) Business Days prior to the commencement of such underwritten offering. The inclusion of each Holder’s Piggyback Shares in the Piggyback Registration shall be conditioned upon such Holder’s participation in such underwritten offering, and the Issuer shall include the Piggyback Shares requested to be included in such offering (in compliance with Section 2.1, Section 3.2(c), Section 3.5 and Section 3.6) on the same terms and conditions as any other shares of Class A Common Stock included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such underwritten offering advise the Issuer that the total number or dollar amount of shares of Class A Common Stock proposed to be sold in such offering (including the Piggyback Shares) exceeds the total number or dollar amount of such shares that can be sold without having an adverse effect on the price, timing or distribution of the shares of Class A Common Stock to be so included, then there shall be included in such firm commitment underwritten offering the number or dollar amount of shares of Class A Common Stock that in the opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and the number of shares of Class A Common Stock shall be allocated for inclusion as follows: (i) first, all shares of Class A Common Stock being sold by (x) the Issuer, if the underwritten offering is a primary offering initiated by the Issuer, or (y) subject to the provisions of Section 3.2(c), the Demand Holders, ratably among such Holders based on the number of Registrable Securities held by such Holder as of the Closing Date (after giving effect to the extent of the exercise of the underwriters’ overallotment option in the IPO); provided, that, if the allocation pursuant to this clause (i) exceeds the number of Registrable Securities any Holder desires to sell, then the excess shall be reallocated among the other Holders in the same manner until all of the Registrable Securities that are available for sale are allocated to the Holders who wish to sell; (ii) second, ratably among the Holders (other than the Demand Holders in the case of a Demand Registration as set forth in clause (i)(y) above) based on the number of Registrable Securities held by such Holder as of the Closing Date (after giving effect to the extent of the exercise of the underwriters’ overallotment option in the IPO), and subject to the provisions of Section 3.2(c); provided, that if the allocation pursuant to this clause (ii) exceeds the number of Registrable Securities any Holder desires to sell, then the excess shall be reallocated among the other Holders in the same manner until all of the Registrable Securities that are available for sale are allocated to the Holders who wish to sell; and (iii) third, all shares of Class A Common Stock proposed to be registered pursuant to any piggyback registration rights of security holders of the Issuer other than any Holder. (c) Notwithstanding anything to the contrary contained herein, in the event of any discretionary waiver or termination of (i) the restrictions contained in any lock-up agreement entered into in connection with the IPO or any follow-on offering by the Issuer or the underwriters or (ii) the restrictions contained in Section 2.1(b), in each case to the extent waived or terminated to permit the sale of Class A Common Stock, Class B Common Stock or TOG Units by Partner Holdings and/or the Other TPG Feeder Partnerships (including on behalf of one or more Limited Partners) in an underwritten offering (including a synthetic secondary offering) prior to the day that is two years after the IPO Date, the provisions of Section 2.1(a) shall be waived to the extent necessary to permit each Investor to include Registrable Securities as Piggyback Shares in a Piggyback Registration pursuant to Section 3.2(b) on a pro rata basis, determined based on the number of shares of Class A Common Stock, Class B Common Stock or TOG Units to be sold by Partner Holdings and the Other TPG Feeder Partnerships (including on behalf of one or more Limited Partners) relative to the aggregate number of Registrable Securities held by Partner Holdings and the Other TPG Feeder Partnerships before giving effect to the sale of such Registrable Securities in connection with such registrationunderwritten offering. For the avoidance of doubt and without limiting the foregoing, or dispose the provisions of any Registrable Securities Section 2.1(a) shall continue to apply in connection with such Underwritten Offeringa primary offering by the Issuer if the restrictions contained in Section 2.1(b) have not been waived, as applicable. Such Shareholders shall, subject and therefore no Piggyback Notice shall be required to be delivered to any Investor pursuant to Section 2.06(b3.2(a) or 3.2(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02.

Piggyback Registration. If at any time after (a) Following the Lockup Termination Date and in addition to closing of the Shareholders’ rights in Section 2.01 and Section 2.02Initial ---------------------- Public Offering, Boron whenever the Company proposes to file a registration statement register shares of Common Stock under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement registration relating to the Company employee benefit plans, exchange offers by the Company or a merger or acquisition of a business or assets by the Company including, without limitation, a registration on Form S-4 or Form S-8 (or any substitute form that may be adopted successor form) (a "Piggyback Registration"), the Company shall give all Stockholders prompt written notice thereof (but not less than 20 Business Days prior to the filing by the SEC)) or (b) Company with the account Commission of any holder registration statement with respect thereto). Such notice (a "Piggyback Notice") shall specify, at a minimum, the class and number of Boron Common Stock securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (other than a Shareholderif any and if known), then Boron shall give and a good faith estimate by the Company of the expected range of offering prices for such securities. Upon the written notice request of any Stockholder given within 15 Business Days of such proposed filing or Underwritten Offering to Stockholder's receipt of the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable Piggyback Notice (which written request shall specify the number of Registrable Securities proposed intended to be disposed of by such Stockholder and the intended method of distribution thereof), the Company shall include in such registration all Registrable Securities with respect to which the Company has received such written requests for inclusion. (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company) advises the Company and the Selling Holders seeking to participate in such Piggyback Registration that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, any Approved Piggyback Sellers, any Persons who have sought to have shares registered thereunder pursuant "demand" registration or Underwritten Offeringrights ("Other Demand Rights", with such Persons being "Demanding Sellers"), and any other proposed sellers, in each case, if any, would adversely affect the marketability of the securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as such underwriter advises can be sold without such an effect (the "Maximum Piggyback Number"), as applicablefollows and in the following order of priority: (i) if the Piggyback Registration is an offering initiated by the Company on its own behalf (a "Primary Offering"), Boron shallthen (A) first, subject such number of securities to be sold by the Company as the Company, in its reasonable judgement and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, on a pro rata basis (x) such number of Registrable Securities sought to be registered by each Selling Holder, pro rata in proportion to the following proviso, include number of securities sought to be registered by all such Selling Holders and (y) such number of securities sought to be registered by any Approved Piggyback Seller, pro rata in proportion to the number of securities sought to be registered by all such other Approved Piggyback Sellers, and (C) third, any other securities requested to be included in such registration. (ii) if the Piggyback Registration is an offering resulting from the exercise of Other Demand Rights, then (A) first, on a pro rata basis (unless otherwise agreed by the Company with the Demanding Sellers), (x) such number of securities sought to be registered by each Demanding Seller, pro rata in proportion to the number of securities sought to be registered by all such Demanding Sellers, and (y) such number of securities to be sold by the Company as the Company, in its reasonable judgement and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, if the number of securities to be included under clause (A) above is less than the Maximum Piggyback Number, on a pro rata basis, (x) such number of Registrable Securities sought to be registered by each Selling Holder, pro rata in proportion to the number of securities sought to be registered by all such Selling Holders, and (y) such number of securities sought to be registered by any Approved Piggyback Seller, pro rata in proportion to the number of securities sought to be registered by all such Approved Piggyback Sellers, and (C) third, other securities requested to be included in such registration or Underwritten Offeringregistration. (c) If, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, its intention to register any of its securities as applicable, set forth in this Section 2.2 and prior to the effective date of time the Registration Statement registration statement filed in connection with such registrationregistration is declared effective, or the consummation of such Underwritten Offering, as applicable, Boron Company shall determine for any reason not to proceed with register such securities, the proposed registration or disposition, as applicable, of the Equity Interests, then Boron Company may, at its election, give written notice of such determination to such Shareholders and, thereupon, will each Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration, particular withdrawn or dispose of any Registrable Securities abandoned registration (but not from its obligation to pay the Registration Expenses in connection with such Underwritten Offering, therewith as applicable. Such Shareholders shall, subject to Section 2.06(bprovided herein), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02.

Piggyback Registration. If at any time after (a) Whenever the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement register any of its Common Shares under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form S-4 or S-8 (▇-▇, ▇-▇ or any substitute successor form that may be adopted by thereto or another form not available for registering the SECRegistrable Securities for sale to the public)) , whether for its own account or (b) for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any holder of Boron Common Stock (other than a Shareholder), then Boron shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, howeverthe Company shall give prompt written notice (in any event no later than thirty (30) days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, that if subject to Section 2(b) and Section 2(c), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within thirty (30) days after the Company’s notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time after giving written notice in its sole discretion. (b) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include Registrable Securities in such Piggyback Registration) in writing that in its opinion the number of Common Shares proposed filing to be included in such registration, including all Registrable Securities and all other Common Shares proposed to be included in such underwritten offering, exceeds the number of Common Shares which can be sold in such offering and/or that the number of Common Shares proposed to be included in any such registration would adversely affect the price per share of the Common Shares to be sold in such offering, the Company shall include in such registration (i) first, the number of Common Shares that the Company proposes to sell; (ii) second, the number of Common Shares requested to be included therein by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities owned by each such holder or Underwritten Offeringin such manner as they may otherwise agree; and (iii) third, the number of Common Shares requested to be included therein by holders of Common Shares (other than holders of Registrable Securities), allocated among such holders in such manner as they may agree. (c) If a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Shares other than Registrable Securities, and the managing underwriter advises the Company in writing that in its opinion the number of Common Shares proposed to be included in such registration, including all Registrable Securities and all other Common Shares proposed to be included in such underwritten offering, exceeds the number of Common Shares which can be sold in such offering and/or that the number of Common Shares proposed to be included in any such registration would adversely affect the price per share of the Common Shares to be sold in such offering, the Company shall include in such registration (i) first, the number of Common Shares requested to be included therein by the holder(s) requesting such registration and by the holders of Registrable Securities, allocated pro rata among such holders on the basis of the number of Common Shares (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may otherwise agree; and prior (ii) second, the number of Common Shares requested to the effective date be included therein by other holders of Common Shares, allocated among such holders in such manner as they may agree. (d) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Registration Statement filed Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02offering.

Piggyback Registration. If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Corporation proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests Common Stock for (a) Boron’s its own account or for the account of another Person (other than a Registration Statement registration statement on Form S-4 or S-8 or pursuant to Rule 415 (or any substitute form or rule, respectively, that may be adopted by the SECCommission)) or (b) the account of any holder of Boron Common Stock (other than a Shareholder), then Boron the Corporation shall give written notice of such proposed filing or Underwritten Offering to the Shareholders Holders at the address set forth in the share register of the Corporation as soon as reasonably practicable (but in no event less than ten (10) Business Days 10 days before the anticipated filing date). Upon a written request given by any Shareholders , undertaking to Boron within five (5) Business Days after delivery of any such notice by Boron, provide each Holder the opportunity to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, register on the same terms and conditions as applicable to Boron’s or such holder’s number of shares of Boron Registrable Common Stock as such Holder may request (a “"Piggyback Registration”"). Each Holder will have five business days after receipt of any such notice to notify the Corporation as to whether any it wishes to participate in a Piggyback Registration; providedprovided that should a Holder fail to provide timely notice to the Corporation, however, that if at such Holder will forfeit any time after giving written notice of rights to participate in the Piggyback Registration with respect to such proposed filing or Underwritten Offeringoffering. In the event that the registration statement is filed on behalf of a Person other than the Corporation, as applicable, and prior the Corporation will use its best efforts to have the effective date shares of Registrable Common Stock that the Registration Statement filed Holders wish to sell included in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron registration statement. If the Corporation shall determine for any reason in its sole discretion not to proceed with register or to delay the proposed registration or dispositionoffering, as applicable, of the Equity Interests, then Boron Corporation may, at its election, give provide written notice of such determination to such Shareholders andthe Holders and (i) in the case of a determination not to effect the proposed offering, thereupon, will shall thereupon be relieved of its the obligation to register any such Registrable Securities Common Stock in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Common Stock for the same period as the delay in respect of the proposed offering. As between the Corporation and the Selling Holders, the Corporation shall be entitled to select the Underwriters in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02Piggyback Registration.

Piggyback Registration. (a) If at any time after the Lockup Termination first ---------------------- anniversary of the Effective Date and (as defined in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Merger Agreement) the Company proposes to prepare and file a registration statement under covering any of the Securities Act Company's equity, equity-linked or consummate an Underwritten Offering with respect debt securities (whether such registration statement relates to an a primary or a secondary offering of Equity Interests for (a) Boron’s own account (the Company's equity, equity-linked or debt securities), other than a Registration Statement on pursuant to Form S-4 or Form S-8 or successor forms (or any substitute form that may be adopted by the SEC)a " Piggyback Registration Statement") or (b) the account of any holder of Boron Common Stock (other than a Shareholder)it will, then Boron shall each such time, give written notice of such proposed filing or Underwritten Offering its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the Shareholders filing of each such Registration Statement, to each Holder and shall offer such Holder the right to request inclusion of any of such Holder's Registrable Shares in the proposed Piggyback Registration Statement. (b) Upon the written request of a Holder, made within twenty (20) business days after receipt of the Notice, the Company shall include in the proposed Piggyback Registration Statement the Registrable Shares of such requesting Holder (a "Requesting Holder"), to the extent requested to be registered (it being understood and agreed that if a Requesting Holder shall decide not to include all its Registrable Shares in such Piggyback Registration, such Requesting Holder nevertheless shall continue to have the right to include any portion of or all its Registrable Shares in any subsequent Piggyback Registration Statement(s) as may be filed by the Company). The Company shall use its best efforts to cause such Piggyback Registration Statement to be declared effective under the Act by the SEC as soon as practicable (but in no event less than ten (10) Business Days before after the anticipated filing date). Upon a written request given of such Piggyback Registration Statement so as to permit the public sale by any Shareholders to Boron within five (5) Business Days after delivery the Requesting Holders of any such notice by Borontheir Registrable Shares, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed extent requested to be included in such registration registered pursuant thereto, at the Company's sole cost and expense and at no cost or Underwritten Offering, as applicable), Boron shall, subject expense to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”)Requesting Holders; provided, however, that if in the -------- ------- written opinion of the Company's managing underwriter, if any, for the offering evidenced by such Piggyback Registration Statement, the inclusion of all or a portion of the Registrable Shares held by any Requesting Holder, when added to the securities being registered, will exceed the maximum amount of the Company's securities which can be marketed either (i) at a price reasonably related to their then-current market value or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a portion of such Registrable Securities, as provided in Section 2(c). ------------ (c) If securities are proposed to be offered for sale pursuant to such Piggyback Registration Statement by other security holders of the Company and the total number of securities to be offered by the Requesting Holders and such other selling security holders is required to be reduced pursuant to a request from the managing underwriter (which request shall be made only for the reasons and in the manner set forth in the proviso contained in Section 2(b) above), the ------------ aggregate number of Registrable Shares held by any Requesting Holder to be offered by such Requesting Holder pursuant to such Piggyback Registration Statement shall equal the number which bears the same ratio to the maximum number of securities that the underwriter believes may be included for all the selling security holders (including the Requesting Holders) as the original number of Registrable Shares held by any Requesting Holder proposed to be sold by such Requesting Holder bears to the total original number of securities proposed to be offered by all the selling security holders (including the Requesting Holders). (d) Notwithstanding the provisions of this Section 2, the Company --------- shall have the right at any time after giving it shall have given Notice to the Holders pursuant to this Section 2 (irrespective of whether any written notice request for --------- inclusion of Piggyback Securities shall have already been made) to elect not to file any such proposed Piggyback Registration Statement or to withdraw the same after its filing or Underwritten Offering, as applicable, and but prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02thereof.

Piggyback Registration. (a) If at any time after the Lockup Termination Date Company shall determine to prepare and in addition to file with the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account any of its common stock (other than a Registration Statement on Form S-4 or Form S-8 (or any substitute form that may be adopted by each as promulgated under the SEC)Securities Act) or (b) the account their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any holder of Boron Common Stock (entity or business or equity securities issuable in connection with stock option or other than a Shareholderemployee benefit plans), then Boron the Company shall give send to the Holder a written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than determination and, if within ten (10) Business Days before days after receipt by a Holder, the anticipated filing date). Upon Company shall receive a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boronin writing from the Holder, to the Company shall include Registrable Securities in such registration statement all or Underwritten Offering, as applicable (which request shall specify any part of the number of Registrable Securities proposed Warrant Shares the Holder requests to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”)registered; provided, however, that if (i) if, at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, its intention to register any securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine Company determines for any reason not to proceed with such registration, the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, Company will be relieved of its obligation to register any Registrable Securities Warrant Shares in connection with such registration, and (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of the Warrant Shares for the same period as the delay in registering such other securities, in any such case without any obligation or dispose of any Registrable Securities liability to the Holder. If the Holder elects to include Warrant Shares in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject a registration statement pursuant to this Section 2.06(b15(a), enter into a customary underwriting agreement with the Underwriter Holder shall sell such Warrant Shares on the same terms and conditions upon which the equity securities of the Company or Underwriters selected by Boron others are being sold pursuant to such registration statement. (b) Notwithstanding anything in this Section 15 to the contrary, with respect to any Registrable Securities sold by registration described in this Section 15 that is an underwritten registration of the Company’s securities for the Company’s own account, if the managing underwriter advises the Company that the inclusion of some or all of the Warrant Shares requested to be included in such Shareholders registration pursuant to Section 15(a) would interfere with the successful marketing (including pricing) of the equity securities of the Company to be registered by the Company, then the number of shares to be included in any such registration shall be included in the following order: (i) first, the shares to be registered by the Company; (ii) second, any securities of other holders who are entitled to include securities in such registration on a pro-rata basis based on such holders’ respective percentage ownership of the Company on a fully-diluted basis; and (iii) third, the Warrant Shares of the Holder and the Common Stock of the Holder issued to the Holder upon conversion of that certain convertible note, dated as of the date hereof, between the Company and the Holder (the “Convertible Note”) requested to be included in such registration pursuant to Section 15(a) of this Warrant and Section 5(a) of the Convertible Note, respectively, on a pro-rata basis based on the Holder’s respective percentage ownership of the Company on a fully-diluted basis. (c) Notwithstanding anything in this Section 2.03. No 15 to the contrary, with respect to any registration described in this Section 15 that is an underwritten registration of Registrable Securities effected the Company’s securities for the account of other holders of such securities (the “Other Holders”), if the managing underwriter advises the Company that the inclusion of some or all of the Warrant Shares requested to be included in such registration pursuant to Section 15(a) would interfere with the successful marketing (including pricing) of the equity securities of the Company to be registered by the Company, then the number of shares to be included in any such registration shall be included in the following order: (i) first, the securities of the Other Holders; (ii) second, any shares to be registered by the Company for its own account; (iii) third, the Warrant Shares of the Holder and the Common Stock of the Holder issued to the Holder upon conversion of the Convertible Note requested to be included in such registration pursuant to Section 15(a) of this Warrant and Section 5(a) of the Convertible Note, respectively, on a request under pro-rata basis based on the Holder’s respective percentage ownership of the Company on a fully-diluted basis, and (iv) fourth, securities of all other holders who are entitled to include securities in such registration, on a pro-rata basis based on such holders’ respective percentage ownership of the Company on a fully-diluted basis. (d) All fees and expenses incident to any registration described in this Section 2.03 15 shall relieve Boron be borne by the Company, other than fees and expenses of its obligations under Section 2.01 counsel or Section 2.02any other advisor retained by the Holder and discounts, fees and commissions (including, without limitation, any underwriters’ discounts, fees and commissions) with respect to the sale of any Common Stock or Warrant Shares by the Holder.

Piggyback Registration. If at any time after (a) Following the Lockup Termination Date and in addition expiration of the applicable Restricted Period with respect to the Shareholders’ rights in Section 2.01 and Section 2.02applicable Parent Shares issued to Stockholders pursuant to the Merger Agreement, Boron whenever the Parent proposes to file register the offer and sale of any Parent Shares under the Securities Act (other than (i) pursuant to a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Parent pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or consummate an Underwritten Offering any successor rule thereto), or (iii) pursuant to a registration statement filed in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Parent and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Parent shall give prompt written notice (in any event no later than fifteen days prior to the filing of such registration statement) to the holders of Registrable Securities (by way of written notice to the Stockholder Representative) of its intention to effect such a registration and, subject to Section 2(b) and Section 2(c), shall include in such registration all Registrable Securities that are not then subject to a Restricted Period with respect to an offering which the Parent has received written requests for inclusion from the holders of Equity Interests for (a) Boronsuch Registrable Securities within ten days after the Parent’s own account (other than notice has been sent to the Stockholder Representative. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-4 S-3 or S-8 (the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any substitute form that may successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be adopted by notified of (through notice to the SECStockholder Representative) and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)) or . (b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the account Parent and the managing underwriter advises the Parent and the holders of Registrable Securities (if any holder holders of Boron Common Stock (other than Registrable Securities that are not then subject to a Shareholder), then Boron shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, Restricted Period have elected to include Registrable Securities in such registration Piggyback Registration or Underwritten Offering, as applicable (which request shall specify Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of Registrable Securities Parent Shares proposed to be included in such registration or Underwritten Offeringtakedown, as applicable), Boron shall, including all Registrable Securities that are not then subject to a Restricted Period and all other Parent Shares proposed to be included in such underwritten offering, exceeds the following provisonumber of Parent Shares which can be sold in such offering and/or that the number of Parent Shares proposed to be included in any such registration or takedown would adversely affect the price per share of the Parent Shares to be sold in such offering, the Parent shall include all such requested Registrable Securities in such registration or Underwritten Offeringtakedown (i) first, the Parent Shares that the Parent proposes to sell; and (ii) second, the Parent Shares requested to be included therein by the holders of Registrable Securities that are not then subject to a Restricted Period and holders of Parent Shares other than holders of Registrable Securities that ​ ​ ​ are not then subject to a Restricted Period, allocated pro rata among all such holders on the basis of the number of Registrable Securities that are not then subject to a Restricted Period and the number of Parent Shares other than Registrable Securities that are not then subject to a Restricted Period (on a fully diluted, as converted basis), as applicable, owned by all such holders or in such manner as they may otherwise agree. (c) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as an underwritten offering on behalf of a holder of Parent Shares other than Registrable Securities, and the managing underwriter advises the Parent in writing that in its reasonable and good faith opinion the number of Parent Shares proposed to be included in such registration or takedown, including all Registrable Securities that are not then subject to a Restricted Period and all other Parent Shares proposed to be included in such underwritten offering, exceeds the number of Parent Shares which can be sold in such offering and/or that the number of Parent Shares proposed to be included in any such registration or takedown would adversely affect the price per share of the Parent Shares to be sold in such offering, the Parent shall include in such registration or takedown (i) first, the Parent Shares requested to be included therein by the holder(s) requesting such registration or takedown; and (ii) second, the Registrable Securities that are not then subject to a Restricted Period requested by the holders of Registrable Securities that are not then subject to a Restricted Period and the Parent Shares requested to be included therein by other holders of Parent Shares, allocated pro rata among all such holders on the same terms basis of the number of Parent Shares other than the Registrable Securities that are not then subject to a Restricted Period (on a fully diluted, as converted basis) and conditions as applicable the number of Registrable Securities that are not then subject to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten OfferingRestricted Period, as applicable, and prior to the effective date owned by all such holders or in such manner as they may otherwise agree. (d) If any Piggyback Registration or Piggyback ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is initiated as a primary underwritten offering on behalf of the Registration Statement filed Parent, the Parent shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02offering.

Piggyback Registration. 3.1. If at any time after the Lockup Termination Date Trust and in addition the Corporation propose to register securities (either for itself or for another holder of the Shareholders’ securities of the Trust, and the Corporation pursuant to registration rights in Section 2.01 granted by the Trust and Section 2.02, Boron proposes the Corporation to file such holder pursuant to a registration statement rights or similar agreement) under the Securities Act or consummate an Underwritten Offering in connection with respect to an the public offering of Equity Interests solely for (a) Boron’s own account (other than a Registration Statement cash on Form S-4 ▇-▇, ▇-▇, ▇-▇, or S-8 S- 11 (or any substitute form that may be adopted by the SEC)) replacement or (b) the account of any holder of Boron Common Stock (other than a Shareholdersuccessor forms), then Boron the Trust and the Corporation shall promptly give the Holders written notice of such proposed filing or Underwritten Offering to registration. Upon the Shareholders written request of each Holder given as soon promptly as practicable (but in no any event less than ten within twenty (1020) Business Days before days following the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery date of any such notice by Boronnotice, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request the Trust and the Corporation shall specify the number of Registrable Securities proposed cause to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject statement and use their respective reasonable efforts to be registered under the following proviso, include Securities Act all such requested the Registrable Securities in that each such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable Holder shall have requested to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”)be registered; provided, however, that if at such right of inclusion shall not apply to any time after giving registration statement covering an offering of debt securities or convertible debt securities (any such registration in which Holders participate pursuant to this Section 3.1 being referred to as a "Piggyback Registration"). The Trust and the Corporation shall have the absolute right to delay, withdraw or cease to prepare or file any registration statement for any offering referred to in this Section 3 without any obligation or liability to any Holder, it being understood that any Registrable Securities previously included in any such withdrawn Registration Statement shall not cease to be Registrable Securities by reason of such inclusion or withdrawal. Any Holder of Registrable Securities who has requested inclusion of such securities in a Piggyback Registration may withdraw therefrom by written notice of to the Trust, the Corporation and the underwriter and the other Selling Holders, provided such proposed filing or Underwritten Offering, as applicable, and withdrawal is made prior to the effective date of the relevant registration statement. 3.2. If the Underwriters' Representative shall advise the Trust and the Corporation that, in its opinion, the amount or type of Registrable Securities requested to be included in a Piggyback Registration Statement filed would adversely affect such offering, or the timing thereof, then the Trust and the Corporation will include in connection with such registration, or to the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, extent of the Equity Interestsamount and class which the Trust and the Corporation are so advised can be sold without such adverse effect in such offering: first, then Boron mayall securities, at its electionif any, give written notice requested to be included in a registration statement pursuant to the exercise of such determination demand registration rights granted by the Trust and the Corporation; second, all securities proposed to such Shareholders andbe sold by the Trust and the Corporation for their own accounts; and third, thereupon, will be relieved of its obligation to register any the Registrable Securities requested to be included in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected registration by Boron with respect to any Registrable Securities sold by such Shareholders Holders pursuant to this Section 2.03. No 3 and all other securities requested to be included in such registration of Registrable Securities effected pursuant to the exercise of piggyback rights granted pursuant to registration rights agreements with Starwood Capital Group, L.P., a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02Delaware limited partnership, and Philadelphia HSR Limited Partnership, a Massachusetts limited partnership, and other entities pro rata based on the estimated gross proceeds from the sale thereof.

Piggyback Registration. If If, at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Holdings proposes to file a registration statement or statements under the Securities Act or consummate an Underwritten Offering (together with respect any registration statement filed pursuant to an offering a demand made under Section 4.2, "REGISTRATION STATEMENT") for the public sale of Equity Interests Common Stock for (a) Boron’s own account cash (other than in connection with a Registration Statement on merger or pursuant to Form S-4 ▇-▇, ▇▇▇▇ ▇-▇ or S-8 (or any substitute form that may be adopted by the SECcomparable registration statement)) or (b) the account of any holder of Boron Common Stock (other than a Shareholder), then Boron shall ; it will give written notice of such proposed filing or Underwritten Offering by registered mail, at least thirty (30) days prior to the Shareholders as soon as practicable filing of each such registration statement, to each Party of its intention to do so. If any Party (but in no event less than all such Parties collectively with any Parties who have made a demand pursuant to Section 4.2 if the context so requires, the "REGISTERING PARTIES") notifies Holdings within ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days business days after delivery of any such notice by Boron, of its desire to include Registrable Securities any such Common Stock (including Common Stock underlying Derivative Securities) (all such shares, "PIGGYBACK SHARES") in such proposed Registration Statement, Holdings shall afford such Registering Party the opportunity to have any Piggyback Shares owned by such Party registered under such Registration Statement; provided, however, that in the case of an underwritten offering, if the managing underwriter notifies any Registering Party that the inclusion in the registration or Underwritten Offeringstatement of any portion of its Piggyback Shares would have an adverse effect on such underwritten offering, as applicable (which request shall specify then the managing underwriter may limit the number of Registrable Securities proposed Piggyback Shares to be included in such registration or Underwritten Offeringstatement only to the extent necessary to avoid such adverse effect (an "UNDERWRITER'S CUTBACK"). Such limit will apply pro rata among the Registering Parties based upon the number of Piggyback Shares such Parties have requested to be so included (provided that if the Registration Statement is being filed pursuant to Section 4.2 below, then, as applicableamong the holders of Demand Securities (as defined below) and the Securities held by other Parties, any Underwriter's Cutback shall first be applied to such other Parties' Securities); and in the event securities of Holdings held by any person or entity other than Holdings or the Parties ("THIRD PARTY SECURITIES") are to be included in such underwritten offering, Boron shalland the managing underwriter shall have determined to effectuate an Underwriter's Cutback, subject then such limitation shall first be applied to the following provisoThird Party Securities, include all such requested Registrable Securities and then to the Piggyback Shares. Notwithstanding the provisions of this Section 4.1, except in such registration or Underwritten Offeringthe case of a Demand Registration Statement, as applicable, on Holdings shall have the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if right at any time after giving it shall have given written notice pursuant to this Section 4.1 (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 statements or to withdraw the same after the filing or Underwritten Offering, as applicable, and but prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02thereof.

Piggyback Registration. (a) If at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement register any of its securities under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than pursuant to (i) a Registration Statement registration on Form S-4 or S-8 any successor form, or (ii) an offering of securities in connection with an employee benefit plan, a stock option plan, a stock dividend plan, a stock ownership plan or a dividend reinvestment plan) at any substitute time during the Registration Period and the registration form that to be used may be adopted by used for the SECregistration of Registrable Securities (a "Piggyback Registration"), the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration (each a "Piggyback Notice") or and, subject to Sections 2(b) and 2(c) below, the Company shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the date of sending of the Company's notice (the "Included Registrable Securities"); provided, -------- however, that, at the Company's option, the Company may file a separate ------- Registration Statement for, and with respect to, Included Registrable Securities in satisfaction of the Company's obligation hereunder. (b) If a Piggyback Registration is an underwritten registration that includes primary shares to be sold on behalf of the account of any holder of Boron Common Stock (other than a Shareholder)Company, then Boron shall give written notice of such proposed filing or Underwritten Offering to and the Shareholders as soon as practicable (but managing underwriters advise the Company in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities writing that in such registration or Underwritten Offering, as applicable (which request shall specify their opinion the number of Registrable Securities proposed securities requested to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject exceeds the number which can be sold in an orderly manner within a price range acceptable to the following provisoCompany, the Company shall include all such requested Registrable Securities in such registration or Underwritten Offering(i) first, as applicable, on the same terms and conditions as applicable securities the Company proposes to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicablesell, and prior (ii) second, the Registrable Securities requested to the effective date of the Registration Statement filed be included in connection with such registration and any other securities requested to be included in such registration, or pro rata among the consummation holders of Registrable Securities requesting such registration and the holders of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with other securities on the proposed registration or disposition, as applicable, basis of the Equity Interests, then Boron may, at its election, give written notice number of shares owned by each such determination to such Shareholders and, thereupon, will be relieved holder. (c) If a Piggyback Registration is an underwritten secondary registration initiated by and on behalf of its obligation to register any holders of the Company's securities other than the holders of Registrable Securities pursuant to the exercise of demand registration rights, and the managing underwriters advise the Company in connection with writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the holders initially requesting such registration, or dispose the Company shall include in such registration (i) first, all of any the securities requested to be included therein by the holders initially requesting such registration, and (ii) second, the Registrable Securities requested to be included in connection with such Underwritten Offeringregistration and any other securities requested to be included in such registration, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with pro rata among the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration holders of Registrable Securities effected pursuant requesting such registration and the holders of such other securities on the basis of the number of shares owned by each such holder. (d) In the case of an underwritten Piggyback Registration, the Company shall have the sole and exclusive right to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02select the investment banker(s) and manager(s) to administer the offering.

Piggyback Registration. (i) If the Company at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file register (including by the amendment or supplement of an existing automatic shelf registration statement) Registrable Securities held by a registration statement Demand Party under the Securities Act or consummate an Underwritten Offering with respect pursuant to an offering of Equity Interests for (a) Boron’s own account (other than a Demand Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) the account of any holder of Boron Common Stock (other than a Shareholderunder Section 3(a), then Boron it shall promptly give written notice to each other Stockholder of such proposed filing or Underwritten Offering its intention to so register Registrable Securities and, upon the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request request, given by any Shareholders to Boron within five (5) Business Days 10 days after delivery of any such notice by Boronthe Company, of any other Stockholder to include Registrable Securities in such registration or Underwritten Offering, as applicable Registrable Securities (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offeringregistration, as applicablewhich amount shall not exceed such other Stockholder’s Proportionate Percentage), Boron shall, subject to Section 3(e), the following proviso, include Company shall cause all such requested Registrable Securities to be included in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable the Registrable Securities otherwise being sold pursuant to Boron’s such Demand Registration. No Third Party Piggyback Holder shall have any right to notice of, or such holder’s shares of Boron to include Class A Common Stock or other Equity Securities of the Company, in a Demand Registration. (a “Piggyback Registration”); provided, however, that if ii) If the Company at any time after giving the expiration of the Lock-Up Period proposes for any reason to register (including by the amendment or supplement of an existing automatic shelf registration statement) under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) Class A Common Stock or other Equity Securities of the Company, for its own account (a “Primary Registration”) or for the account of any Third Party Demand Holder (a “Third Party Registration”), it shall promptly give written notice to each Stockholder of its intention to register such securities and, upon the written request, given within 10 days after delivery of any such notice by the Company, of any Stockholder to include in such registration Registrable Securities (which shall specify the number of Registrable Securities proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed be included in connection with such registration, or the consummation of which amount shall not exceed such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shallother Stockholder’s Proportionate Percentage), subject to Section 2.06(b3(e), enter into a customary underwriting agreement with the Underwriter Company shall cause all such Registrable Securities to be included in such registration on the same terms and conditions as the Class A Common Stock or Underwriters selected other Equity Securities of the Company otherwise being sold pursuant to such registered offering. (iii) For the purposes of this Section 3(d), the filing by Boron the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any Registrable Securities sold by such Shareholders specific offering pursuant to this Section 2.03. No Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such registration of Registrable Securities effected pursuant statement to include information with respect to a request under this Section 2.03 specific offering of Securities (and such amendment or supplement shall relieve Boron of its obligations under Section 2.01 or Section 2.02trigger the notice and participation rights provided for above).

Piggyback Registration. (a) If at any time, and from time to time, after an IPO, the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to to: (A) file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an underwritten offering of Equity Interests for (a) Boron’s own account Ordinary Shares (other than with respect to a Registration Statement registration statement (i) on Form S-8, (ii) on Form S-4 or S-8 (iii) another form not available for registering the Registrable Securities for sale to the public), whether or any substitute form that may be adopted not for its own account; or (B) conduct an underwritten offering constituting a “takedown” of Ordinary Shares registered under a Shelf Registration Statement previously filed by the SEC)) or (b) Company; the account of any holder of Boron Common Stock (other than a Shareholder), then Boron Company shall give written notice (the “Piggyback Notice”) of such proposed filing or Underwritten Offering underwritten offering to the Shareholders as soon as practicable each Holder at least twenty (but in no event less than ten (1020) Business Days before the anticipated filing date). Upon a written request given by any Shareholders Such notice shall include the number and class of securities proposed to Boron within five (5) Business Days after delivery be registered or offered, the proposed date of any such notice by Boron, to include Registrable Securities in filing of such registration statement or Underwritten Offeringthe conduct of such underwritten offering and any proposed means of distribution of such securities, as applicable (which request and shall specify offer the number Holder the opportunity to register such amount of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, Holder may request on the same terms and conditions as applicable to Boronthe registration of the Company’s or such holderand/or the holders of other of the Company’s shares of Boron Common Stock securities, as the case may be (a “Piggyback RegistrationOffering”), in each case provided that such H▇▇▇▇▇’s Registrable Securities are the same class of security having the same terms as the securities originally proposed by the Company to be offered in such underwritten offering. Subject to Section 5(b), the Company will include in each Piggyback Offering all such Registrable Securities for which the Company has received written request for inclusion within ten (10) Business Days after the date the Piggyback Notice is given (for the avoidance of doubt, only Holders of Registrable Securities shall be entitled to participate in such Piggyback Offering); provided, however, that in the case of the filing of a registration statement, such Registrable Securities are not otherwise registered pursuant to an existing and effective Shelf Registration Statement under this Agreement pursuant to which such Registrable Securities may be included in a Piggyback Offering under such Shelf Registration Statement. (b) The Company will cause the managing underwriter or underwriters of the proposed offering to permit the requesting Holders to include all such Registrable Securities in the Piggyback Offering on the same terms and conditions as the securities originally proposed by the Company to be offered in such underwritten offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advises the Company and the requesting Holders in writing that, in its view, the total amount of securities that the Company, the requesting Holders and any other holders of the Company’s securities entitled to participate in such offering pursuant to registration rights or similar rights granted by the Company to such holders (“Other Holders”) propose to include in such offering is such as to adversely affect the success of such underwritten offering, then: (A) if such Piggyback Offering is an underwritten primary offering by the Company for its own account, the Company will include in such Piggyback Offering: (i) first, all securities to be offered by the Company; and (ii) second, up to the full amount of securities requested to be included in such Piggyback Offering by the requesting Holders and the Other Holders entitled to participate in such offering, allocated pro rata among such holders on the basis of the amount of securities requested to be included therein by each such holder; (B) if such Piggyback Offering is an underwritten secondary offering for the account of Other Holders exercising “demand” rights pursuant to another registration rights agreement with the Company, the Company will include in such registration: (i) first, all securities that the Other Holders exercising “demand” rights requested to be included therein; (ii) second, up to the full amount of securities requested to be included in such Piggyback Offering by the requesting Holders; and (iii) third, up to the full amount of securities proposed to be included in the registration by the Company; such that, in each case, the total amount of securities to be included in such Piggyback Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the success of such Piggyback Offering. (c) If at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, the Piggyback Notice and prior to the effective date time sales of securities are confirmed pursuant to the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Piggyback Offering, as applicable, Boron shall determine the Company determines for any reason not to proceed with register or delay the proposed registration or disposition, as applicable, of the Equity InterestsPiggyback Offering, then Boron the Company may, at its election, give written notice of such its determination to the requesting Holders, and in the case of such Shareholders and, thereupona determination, will be relieved of its obligation to register any Registrable Securities in connection with such registrationthe abandoned or delayed Piggyback Offering, or dispose without prejudice. (d) Any Holder may withdraw its request for inclusion in a Piggyback Offering by giving written notice to the Company, at least three (3) Business Days prior to the anticipated Registration Date of any Registrable Securities the Registration Statement filed in connection with such Underwritten Piggyback Offering, as applicable. Such Shareholders shallor, subject in the case of a Piggyback Offering constituting a “takedown” off of a Shelf Registration Statement, at least three (3) Business Days prior to Section 2.06(b)the anticipated date of the filing by the Company under Rule 424 of a supplemental prospectus (which shall be the preliminary supplemental prospectus, enter into a customary underwriting agreement with if one is used in the Underwriter or Underwriters selected by Boron “takedown”) with respect to such offering, of its intention to withdraw from that registration; provided, however, that (i) the Holder’s request be made in writing and (ii) the withdrawal will be irrevocable and, after making the withdrawal, such Holder will no longer have any right to include its Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02in that Piggyback Offering.

Piggyback Registration. If at any time after (a) Whenever the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement register any of its securities under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than pursuant to a Registration Statement registration pursuant to Section 2.1 or a registration on Form S-4 or S-8 (or any substitute successor or similar forms) and the registration form that to be used may be adopted by used for the SEC)) registration of Registrable Securities, whether or (b) not for sale for its own account, the account of any holder of Boron Common Stock (other than a Shareholder), then Boron shall Company will give prompt written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days 25 days before the anticipated date of the filing date). Upon a written request given by any Shareholders the Registration Statement with respect to Boron within five (5such registration) Business Days after delivery of any to all Designated Holders, and such notice by Boron, shall describe the proposed registration and distribution and offer to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify all Designate Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request. The Company will include in such Registration Statement all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the Designated Holders’ receipt of the Company’s notice (a “Piggyback Registration”). (b) The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject a Piggyback Registration to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, be included on the same terms and conditions as applicable any similar securities of the Company or any other security holder included therein and to Boron’s permit the sale or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice other disposition of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection accordance with such registration, or dispose the intended method of any distribution thereof. (c) Any Designated Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders Registration Statement pursuant to this Section 2.032.2 by giving written notice to the Company of its request to withdraw; provided, that in the event of such withdrawal (other than pursuant to Section 2.2(e) hereof), the Company shall not be required to reimburse such holder for the fees and expenses referred to in Section 2.6 hereof incurred by such Designated Holder prior to such withdrawal, unless such withdrawal was due to a material adverse change to the Company or, based upon the advice of counsel, otherwise relating to a matter with respect to the Company. No The Company may withdraw a Piggyback Registration at any time prior to the time it becomes effective. (d) If (i) a Piggyback Registration involves an underwritten offering of the securities being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (ii) the managing underwriter of such underwritten offering shall in writing inform the Company and Designated Holders requesting such registration of its belief that the distribution of all or a specified number of such Registrable Securities effected concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company will be required to include in such registration only the amount of securities which it is so advised should be included in such registration. In such event: (x) in cases initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Company proposes to register, (ii) second, Registrable Securities and securities which have been requested to be included in such registration by Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Designated Holders and such other Persons); and (y) in cases not initially involving the registration for sale of securities for the Company’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a “demand” registration right pursuant to a request under contractual commitment of the Company is the basis for the registration, (ii) second, Registrable Securities and securities that have been requested to be included in such registration by Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Company (pro rata based on the amount of securities sought to be registered by Designated Holders and such other Persons), (iii) third, the securities which the Company proposes to register. (e) If, as a result of the proration provisions of this Section 2.03 2.2, any Designated Holders shall relieve Boron of its obligations under Section 2.01 or Section 2.02not be entitled to include in a Piggyback Registration all the Registrable Securities that such Designated Holders has requested to be included, such holder may elect to withdraw his request to include Registrable Securities in such registration.

Piggyback Registration. If at any time after (a) Following the Lockup Termination Date and in addition expiration of the applicable Restricted Period with respect to the Shareholders’ rights in Section 2.01 and Section 2.02applicable Parent Shares issued to Stockholders pursuant to the Merger Agreement, Boron whenever the Parent proposes to file register the offer and sale of any Parent Shares under the Securities Act (other than (i) pursuant to a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Parent pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or consummate an Underwritten Offering any successor rule thereto), or (iii) pursuant to a registration statement filed in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of one or more stockholders of the Parent and the form of Registration Statement (a “Piggyback Registration Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”), the Parent shall give prompt written notice (in any event no later than fifteen days prior to the filing of such registration statement) to the holders of Registrable Securities (by way of written notice to Company and Member Representative) of its intention to effect such a registration and, subject to Section 2(b) and Section 2(c), shall include in such registration all Registrable Securities that are not then subject to a Restricted Period with respect to an offering which the Parent has received written requests for inclusion from the holders of Equity Interests for (a) Boron’s own account (other than such Registrable Securities within ten days after the Parent's notice has been sent to Company. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-4 S-3 or S-8 (the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any substitute form that may successor rule thereto (a “Piggyback Shelf Registration Statement”), such holder(s) shall have the right, but not the obligation, to be adopted by notified of (through notice to the SECCompany and Member Representative) and to participate in any offering under such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”)) or . (b) If a Piggyback Registration or Piggyback Shelf Takedown is initiated as a primary underwritten offering on behalf of the account Parent and the managing underwriter advises the Parent and the holders of Registrable Securities (if any holder holders of Boron Common Stock (other than Registrable Securities that are not then subject to a Shareholder), then Boron shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, Restricted Period have elected to include Registrable Securities in such registration Piggyback Registration or Underwritten Offering, as applicable (which request shall specify Piggyback Shelf Takedown) in writing that in its reasonable and good faith opinion the number of Registrable Securities Parent Shares proposed to be included in such registration or Underwritten Offeringtakedown, as applicable), Boron shall, including all Registrable Securities that are not then subject to a Restricted Period and all other Parent Shares proposed to be included in such underwritten offering, exceeds the following provisonumber of Parent Shares which can be sold in such offering and/or that the number of Parent Shares proposed to be included in any such registration or takedown would adversely affect the price per share of the Parent Shares to be sold in such offering, the Parent shall include all such requested Registrable Securities in such registration or Underwritten Offeringtakedown (i) first, the Parent Shares that the Parent proposes to sell; and (ii) second, the Parent Shares requested to be included therein by the holders of Registrable Securities that are not then subject to a Restricted Period and holders of Parent Shares other than holders of Registrable Securities that are not then subject to a Restricted Period, allocated pro rata among all such holders on the basis of the number of Registrable Securities and the number of Parent Shares other than Registrable Securities that are not then subject to a Restricted Period (on a fully diluted, as converted basis), as applicable, owned by all such holders or in such manner as they may otherwise agree. (c) If a Piggyback Registration or Piggyback ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is initiated as an underwritten offering on behalf of a holder of Parent Shares other than Registrable Securities, and the managing underwriter advises the Parent in writing that in its reasonable and good faith opinion the number of Parent Shares proposed to be included in such registration or takedown, including all Registrable Securities that are not then subject to a Restricted Period and all other Parent Shares proposed to be included in such underwritten offering, exceeds the number of Parent Shares which can be sold in such offering and/or that the number of Parent Shares proposed to be included in any such registration or takedown would adversely affect the price per share of the Parent Shares to be sold in such offering, the Parent shall include in such registration or takedown (i) first, the Parent Shares requested to be included therein by the holder(s) requesting such registration or takedown; and (ii) second, the Registrable Securities that are not then subject to a Restricted Period requested by the holders of Registrable Securities that are not then subject to a Restricted Period and the Parent Shares requested to be included therein by other holders of Parent Shares, allocated pro rata among all such holders on the same terms basis of the number of Parent Shares other than the Registrable Securities that are not then subject to a Restricted Period (on a fully diluted, as converted basis) and conditions as applicable the number of Registrable Securities that are not then subject to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten OfferingRestricted Period, as applicable, and prior to the effective date owned by all such holders or in such manner as they may otherwise agree. (d) If any Piggyback Registration or Piggyback ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is initiated as a primary underwritten offering on behalf of the Registration Statement filed Parent, the Parent shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02offering.

Piggyback Registration. If (a) If, at any time after following the Lockup Termination Date and in addition to Transfer Limitation Period, the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes or is required to file a registration statement Registration Statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests securities of the Company of the same class as the Registrable Shares (such securities “Similar Securities”), whether or not for (a) Boron’s sale for its own account (other than including a Shelf Registration Statement on Form S-4 or S-8 S-3, but excluding a Registration Statement that is (or any substitute form that may be adopted by the SEC)i) solely in connection with a Special Registration; or (bii) the account of any holder of Boron Common Stock pursuant to a Demand Registration in accordance with Section 6.1 (other than a Shareholderincluding Section 6.1(c)), then Boron the Company shall give written notice as promptly as practicable, but not later than thirty (30) calendar days prior to the anticipated date of filing of such proposed filing or Underwritten Offering Registration Statement, to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before Original Shareholder of the anticipated filing date). Upon a written request given by any Shareholders Company’s intention to Boron within five (5) Business Days after delivery of any effect such notice by Boron, to registration and shall include Registrable Securities in such registration or Underwritten Offeringall Registrable Shares with respect to which the Company has received written notice from the Original Shareholder, as applicable on behalf of the Demand Shareholders (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicablea “Piggyback Request”), Boron shall, subject to for inclusion therein within fifteen (15) calendar days after the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on date of the same terms and conditions as applicable to BoronCompany’s or such holder’s shares of Boron Common Stock notice (a “Piggyback Registration”). Each Piggyback Request shall specify (x) the aggregate number of Registrable Shares requested to be registered by the Demand Shareholders pursuant to such Piggyback Request; providedand (y) the identity of such Demand Shareholders. In the event that the Original Shareholder makes such written request, howeverthe Original Shareholder may, that on behalf of such Demand Shareholders, withdraw the relevant Registrable Shares from such Piggyback Registration by giving written notice to the Company and the managing underwriter(s), if any, at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and at least two (2) Business Days prior to the effective date of the Registration Statement filed relating to such Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 6.2(a), whether or not the Original Shareholder made a Piggyback Request in respect of such registration; provided, however, that, if the Original Shareholder has elected, on behalf of the Demand Shareholders, to include Registrable Shares in such registration and the Company terminates or withdraws such Piggyback Registration after the date on which the applicable Registration Statement is declared effective, the Company shall reimburse the Original Shareholder, on behalf of the Demand Shareholders, for all Selling Expenses paid by the Demand Shareholders in respect of Registrable Shares included therein which are unsold on the date of such withdrawal or termination. No Piggyback Registration shall count towards the number of Demand Registrations to which the Shareholders are entitled under Section 6.1(b) or Section 6.1(c). (b) If a Piggyback Registration under Section 6.2(a) is proposed to be underwritten, the Company shall so advise the Original Shareholder as a part of the written notice given pursuant to Section 6.2(a). In such event, the lead underwriter(s) to administer the offering shall be chosen by the Company. (c) The Company shall pay all expenses (subject to and in accordance with Section 6.5) in connection with any Piggyback Registration, whether or not any Registration Statement or Prospectus becomes effective or final or is terminated or withdrawn by the Company. (d) If any Similar Securities are to be sold in an underwritten primary offering on behalf of the Company, the Demand Shareholders may include all the Registrable Shares the Original Shareholder requests in such Piggyback Registration on the same terms and conditions as such Similar Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such offering advises the Company and the Original Shareholder in writing that, in its good faith opinion, the total number or dollar amount of Similar Securities proposed to be sold in such offering and Registrable Shares requested by the Original Shareholder, on behalf of the Demand Shareholders, to be included therein, in the aggregate, exceeds the largest number or dollar amount of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company shall include in such registration or prospectus only such number of securities that in the good faith opinion of such managing underwriter(s) can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities shall be included in the following order of priority: (i) first, the securities that the Company proposes to sell; (ii) second, the Registrable Shares requested to be included by the Demand Shareholders and any Similar Securities requested to be included by any other Persons exercising their contractual rights to piggyback registration, or pro rata (if applicable) on the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, basis of the Equity Interestsaggregate number of securities so requested to be included therein; and (iii) third, then Boron may, at its election, give written notice of such determination any securities requested to such be included therein by any other Persons (other than the Company and the Demand Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection and other Persons with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(brestricted piggyback registration rights), enter into a customary underwriting agreement with allocated among such Persons in such manner as the Underwriter or Underwriters selected by Boron with respect Company may determine. (e) If the securities to any Registrable Securities sold by such Shareholders be registered pursuant to this Section 2.03. No 6.2 are to be sold in an underwritten secondary offering on behalf of holders of Similar Securities, the Original Shareholder may, on behalf of the Demand Shareholders, include all Registrable Shares requested to be included in such registration in such offering on the same terms and conditions as any Similar Securities included therein; provided, however, that if the managing underwriter(s) of such offering advises the Company and the Original Shareholder in writing that, in its good faith opinion, the total number or dollar amount of securities to be included therein exceeds the largest number or dollar amount of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company shall include in such registration only such number of securities that in the reasonable opinion of such managing underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities shall be so included in the following order of priority: (i) first, the Similar Securities requested to be included therein by the holders exercising their contractual rights to demand such registration and the Registrable Shares requested to be included by the Demand Shareholders, pro rata (if applicable) on the basis of the aggregate number of securities so requested to be included therein by each such holder; and (ii) second, any Similar Securities effected pursuant requested to be included therein by the Company or any other Person not exercising a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02contractual right to demand registration, allocated among such Persons in such manner as the Company may determine.

Piggyback Registration. (a) Right To Include Vail Equity. ---------------------------- (i) If Vail or any other Person (other than a Shareholder) at any time after the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file a registration statement register any Vail Securities under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement registration of securities in connection with a merger, an acquisition, an exchange offer or an employee benefit plan maintained by Vail or its Affiliates or on Form S-4 or S-8 (or any substitute successor or similar form that may be adopted or by means of a shelf registration pursuant to Rule 415 under the SEC)) or (b) the account Securities Act to permit sales of any holder Vail Securities by employees, officers and directors of Boron Common Stock (other than a ShareholderVail), then Boron shall whether or not for sale for its own account, in a manner which would permit registration of the Vail Equity for sale to the public under the Securities Act, it will give written notice to each Shareholder of its intention to do so and of such proposed filing or Underwritten Offering Shareholder's rights under this Section 5.3(a)(i), at least twenty (20) calendar days prior to the Shareholders anticipated filing date of a Registration Statement relating to such registration (a "Piggyback Notice"). Such Piggyback Notice will offer each Shareholder the opportunity to include in such Registration Statement that number of shares of Vail Equity as soon as practicable such Shareholder may request. Upon the written request (but in no event less than the "Piggyback Registration") (which request will specify the number of shares of Vail Equity intended to be disposed of by each Shareholder pursuant to such Registration Statement) of each Shareholder (the "Piggyback Shareholder") made within ten (10) Business Days before calendar days after the anticipated filing date). Upon a written request given by any Shareholders receipt of the Piggyback Notice, Vail will use its best efforts to Boron within five (5) Business Days after delivery effect the registration under the Securities Act of any such notice by Boronall shares of Vail Equity which Vail has been so requested to register; provided, to include Registrable Securities in such registration or Underwritten Offeringhowever, as applicable (which request shall specify the number of Registrable Securities proposed that each Shareholder must sell its -------- ------- Vail Equity requested to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, underwriter(s) selected by Vail on the same terms and conditions as applicable apply to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); providedother Persons, howeverincluding Vail, that if and if, at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, receiving a reply from each Shareholder to a Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine Vail decides for any reason not to proceed with the proposed registration or dispositionregister any shares of Vail Securities, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, Vail will notify each Shareholder and thereupon be relieved of its obligation to register any Registrable Securities Vail Equity in connection with such registration. (ii) No registration, whether or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities not effected pursuant to a request under this Section 2.03 shall 5.3(a), will relieve Boron Vail of its obligations to effect Demand Registrations under Section 2.01 or Section 2.025.1 hereof.

Piggyback Registration. If at any time after (a) Whenever the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron Company proposes to file a registration statement register any shares of its Common Stock under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form S-4 or S-8 (S-▇, ▇-▇ or any substitute successor form that may be adopted by thereto or another form not available for registering the SECRegistrable Securities for sale to the public)) , whether for its own account or (b) for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any holder of Boron Common Stock (other than a Shareholder), then Boron shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”), the Company shall give prompt written notice (in any event no later than 15 days prior to the filing of such Registration Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b), shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within 15 days after the Company's notice has been given to each such Holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section 2 of this Agreement. (b) If any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall not be required under this Section 3 to include the requesting Holder’s securities in such underwriting, unless the Holder accepts the terms of the underwriting as agreed between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company . If the total amount of securities, including Registrable Securities, requested to be included in such offering by the Company, the Holder and other security holders to whom registration rights have been granted exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of securities (including Registrable Securities) that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included to be apportioned pro rata among the selling holders according to the total amount of Registrable Securities requested to be included therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling holders); provided, however, that if at all other securities requested by other holders to be included in such offering pursuant to other “piggyback” registration rights shall be reduced first before any time after giving written notice reduction of any securities requested to be included in such proposed filing or Underwritten Offering, offering by Holder. (c) If any Piggyback Registration is initiated as applicable, and prior to the effective date a primary underwritten offering on behalf of the Registration Statement filed Company, the Company shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such registration, or the consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration, or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02offering.

Piggyback Registration. If (a) Subject to the terms and conditions of this Agreement, if at any time after following [●], 2016, the Lockup Termination Date and in addition to the Shareholders’ rights in Section 2.01 and Section 2.02, Boron proposes to file Company files a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”), whether or not for (a) Boron’s sale for its own account (other than a Registration Statement registration statement (i) on Form S-4 or S-8 (▇-▇, ▇▇▇▇ ▇-▇ or any substitute form that may be adopted by the SEC)successor forms, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan or (biii) the account of any holder of Boron Common Stock (other than pursuant to a Shareholderdemand registration in accordance with Section 2), then Boron the Company shall use commercially reasonable efforts to give written notice of such proposed filing or Underwritten Offering to the Shareholders Investor at least five (5) Business Days before the anticipated filing date (or such later date as soon it becomes commercially reasonable to provide such notice) (the “Piggyback Notice”). The Piggyback Notice and the contents thereof shall be kept confidential by the Investor and its Affiliates and representatives, and the Investor shall be responsible for breaches of confidentiality by its Affiliates and representatives. The Piggyback Notice shall offer the Investor the opportunity to include in such registration statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as practicable it may reasonably request (but a “Piggyback Registration”). Subject to the terms and conditions of this Agreement, the Company shall use its commercially reasonable efforts to include in no event each such Piggyback Registration all Registrable Securities with respect to which the Company has received from the Investor written requests for inclusion therein within ten (10) Business Days following receipt of any Piggyback Notice by the Investor, which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Investor and the intended method of distribution. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, the Company may not commence or permit the commencement of any sale of Other Securities in a public offering to which this Section 3 applies unless the Investor shall have received the Piggyback Notice in respect to such public offering not less than ten (10) Business Days before prior to the anticipated filing date)commencement of such sale of Other Securities. Upon The Investor shall be permitted to withdraw all or part of the Registrable Securities from a written request given by Piggyback Registration at any Shareholders to Boron within five time at least two (52) Business Days after delivery prior to the effective date of any the registration statement relating to such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request Piggyback Registration. No Piggyback Registration shall specify count towards the number of demand registrations that the Investor is entitled to make in any period or in total pursuant to Section 2. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to provide notice of, or include any Registrable Securities in, any proposed or filed registration statement with respect to an offering of Other Securities for sale exclusively for the Company’s own account at any time following [●], 2020. (b) If any Other Securities are to be sold in an underwritten offering, (1) the Company or other Persons designated by the Company shall have the right to appoint the book-running, managing and other underwriter(s) for such offering in their discretion and (2) the Investor shall be permitted to include all Registrable Securities requested to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, underwritten offering on the same terms and conditions as applicable such Other Securities proposed by the Company or any third party to Boron’s or be included in such holder’s shares of Boron Common Stock (a “Piggyback Registration”)offering; provided, however, that if at any time after giving written notice such offering involves an underwritten offering and the managing underwriter(s) of such proposed filing underwritten offering advise the Company in writing that it is their good faith opinion that the total amount of Registrable Securities requested to be so included, together with all Other Securities that the Company and any other Persons having rights to participate in such registration intend to include in such offering (an “Underwriter Cutback”), exceeds the total number or Underwritten Offeringdollar amount of such securities that can be sold without having an adverse effect on the price, as applicabletiming or distribution of the Registrable Securities to be so included together with all Other Securities, then there shall be included in such firm commitment underwritten offering the number or dollar amount of Registrable Securities and such Other Securities that in the good faith opinion of such managing underwriter(s) can be sold without so adversely affecting such offering, and prior such number of Registrable Securities and Other Securities shall be allocated for inclusion as follows: (x) to the effective date extent such public offering is the result of a registration initiated by the Registration Statement filed Company, (i) first, all Other Securities being sold by the Company; (ii) second, all Registrable Securities requested to be included in connection with such registration by the Investor plus all Other Securities of any holders thereof (other than the Company and the Investor) requesting inclusion in such registration, pro rata, based on the aggregate number of Registrable Securities beneficially owned by each such holder, or (y) to the extent such public offering is the result of a registration by any Persons (other than the Company or the consummation of Investor) exercising a contractual right to demand registration, (i) first, all Other Securities owned by such Underwritten OfferingPersons exercising the contractual right; (ii) second, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any all Registrable Securities requested to be included in connection with such registration by the Investor plus all Other Securities of any holders thereof (other than the Company, the Investor and the Persons exercising the contractual right) requesting inclusion in such registration, or dispose of any Registrable Securities in connection with such Underwritten Offeringpro rata, as applicable. Such Shareholders shall, subject to Section 2.06(b), enter into a customary underwriting agreement with based on the Underwriter or Underwriters selected by Boron with respect to any Registrable Securities sold by such Shareholders pursuant to this Section 2.03. No registration aggregate number of Registrable Securities effected pursuant to a request under this Section 2.03 shall relieve Boron of its obligations under Section 2.01 or Section 2.02beneficially owned by each such holder; and (iii) third, all Other Securities being sold by the Company.