Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days.

Piggyback Registration. The If at any time the Company will notify each record determines to register under the Securities Act of 1933, as amended (including pursuant to a demand of any security holder of a General Unsecured Claim the Company exercising registration rights), any of its Common Stock (except securities to be issued solely in connection with any acquisition of any entity or business, shares issuable solely upon exercise of stock options, shares issuable solely pursuant to employee benefit plans or shares to be registered on any registration form that holds 855,000 does not permit secondary sales), it must give to the Bank, written notice of such determination at least thirty (30) days prior to each such filing. If, within fifteen (15) days after receipt of such notice, the Bank so requests in writing, the Company must include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Bank's shares of Common Stock (or other securities representing Common Stock purchasable or purchased from time to time under such lesser the Bank's warrants (together with any shares of preferred stock containing registration rights "Registrable Securities") the Bank requests to be registered. Any Registrable Securities which are included in any underwritten public offering under this Section 8 will be sold upon such terms as the managing underwriters reasonably request. In the event that any registration pursuant to this Section 8 shall be, in whole or in part, an underwritten public offering of Common Stock , the number of shares of Registrable Securities to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Securities owned by such holders; provided, however, that such reduction shall be effected in such a way that holders of shares of any preferred stock of the Company outstanding on the date of this Agreement shall be permitted to include their shares before the Bank) if and to 11 the extent that the managing underwriter is of the opinion that such inclusion would materially and adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that such number of shares of Registrable Securities shall not be reduced below one-third of the total number of shares of Common Stock as would equal 10% to be included in such underwriting if any shares are to be included in such an underwriting for the account of any person other than the Company or requesting holders of Registrable Securities. If the Bank disapproves of the aggregate number terms of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectivelysuch underwriting, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior Bank may elect to withdraw therefrom by written notice to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Sharesunderwriter. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of Notwithstanding the foregoing information from such Eligible Stockholderprovisions, the Company shall use its commercially reasonable best efforts may withdraw any registration Statement referred to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement this Section 8 without thereby incurring any liability to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysholders of Registrable Securities.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by If the Company, so notify after the Company in writingfirst public ---------------------- offering of its securities registered under the Securities Act, and in such notice shall inform the Company proposes to register any of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated Common Stock under the Securities Act for sale to effect the public (including pursuant to a demand under Section 2 hereof as provided therein and except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so. Upon the written request of any of such holders of the Eligible Shares. In the event an Eligible Stockholder is not known Registrable Securities, given within thirty (30) days after receipt by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt Person of the foregoing information from such Eligible Stockholdernotice, the Company shall will, subject to the limits contained in this Section 4, use its commercially reasonable best efforts to name cause all such Eligible Stockholder as a selling securityholder in Registrable Securities of said requesting holders to be registered under the Shelf Registration Statement by means of a pre-effective amendmentSecurities Act and qualified for sale under any state blue sky law, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the -------- ------- Company is advised in writing in good faith by any managing underwriter of the Company's securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company will (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, that the shares to be excluded -------- ------- shall be determined in the following sequence: (i) first, securities held by any Persons not having any such contractual, incidental registration rights, (ii) second, securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, (iii) third, in a registration requested pursuant to Section 2, all Registrable Securities other than those held by the initiating Investors, and (iv) fourth, the Registrable Securities sought to be included by the holders thereof requesting registration, as determined first by eliminating all Stockholders' Shares until the Investors as a group have no obligation sold and/or are selling shares (whether pursuant to add Eligible Stockholders a registration statement or otherwise) yielding proceeds (after any underwriting discounts and commissions) equal to or exceeding the product of (A) the aggregate cash paid by the Investors for their Registrable Securities acquired prior to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysQualified Public Offering, multiplied by one hundred and twenty percent (120%), and thereafter on a pro rata basis in accordance with the holdings of each of the Investors and Stockholders.

Piggyback Registration. The (a) If, at any time commencing after the date hereof and ending on the first anniversary of the expiration of the Warrant Exercise Term, the Company proposes to register any of its securities under the Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to an initial public offering and/or registration statements on Forms S-4 or S-8) it will give written notice by registered mail, at least sixty (60) days prior to the filing of each such registration statement, to all Holders of its intention to do so. If a Holder shall notify each record the Company within sixty (60) days after receipt of any such notice of its desire to include any shares of Common Stock underlying the Warrant Shares in such proposed registration statement, the Company shall cause such shares as to which registration shall have been so requested to be included therein, all to the extent requisite to permit the sale or other disposition by the holder of a General Unsecured Claim such shares so registered. (b) Notwithstanding the foregoing, in the event that holds 855,000 (any registration pursuant to Section 5.1(a) shall be, in whole or such lesser in part, an underwritten public offering of Common Stock and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock as would equal 10% underlying the Warrant Shares and/or other securities requested to be included in such offering exceeds the amount of securities which can be sold in an orderly manner in such offering within a price range acceptable to the Company without adversely affecting the marketability of the aggregate offering, then the Company will include in such registration (i) first, the securities the Company proposes to sell or, if such registration, the securities such holders propose to sell, and (ii) second, the shares of Common Stock underlying the Warrant Shares and/or other securities requested be included in such registration, pro rata from among the Holders and all other holders of the Company's securities that have the right to request inclusion of such securities in such registration, according to the number of shares of Common Stock outstanding after all shares of Common Stock (including underlying the Warrant Shares) , the Warrants and/or other securities requested by them to be distributed under so included. Notwithstanding the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectivelyforegoing provisions, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or Company may withdraw any Subsequent Registration Statement at least 20 days prior registration statement referred to in this Section 5.1 without thereby incurring any liability to the proposed filing date or, in the case of Holders. In connection with any Subsequent Registration Statement or with respect registration pursuant to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice this Agreement covering a public offering by the Company, so notify each Holder, by acceptance of a Warrant Certificate, hereby appoints Guarantor to act as its Guarantor to negotiate the Company in writing, and in such notice shall inform terms of any restriction on the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition right of such securities as is required pursuant Holder to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known sell its Warrant Shares and/or Warrants which shall be imposed by the Company managing underwriter for such offering; PROVIDED, HOWEVER, that a majority of Holders shall approve any terms so negotiated. Nothing contained in this Section 5 shall be construed as requiring the (s) to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement exercise their Warrants prior to the Shelf Registration Statement; provided, however, that initial filing of any registration statement or the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar dayseffectiveness thereof.

Piggyback Registration. The (a) Following the Effective Date, each time that the Company will notify each record proposes to register a public offering solely of its Common Stock, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms (collectively, Excluded Forms), the Company shall promptly give written notice of such proposed registration to all holders of Registrable Securities, which shall offer such holders the right to request inclusion of any Registrable Securities in the proposed Registration Statement. (b) Each holder of a General Unsecured Claim that holds 855,000 Registrable Securities shall have ten (10) days or such lesser longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such holder intends to sell and the holder's intended plan of disposition. (c) In the event that the proposed Registration Statement by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request under Section 2(b) may specify that the Registrable Securities be included in the underwriting on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such Registration Statement. (d) Upon receipt of a written request pursuant to Section 2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be registered, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of an underwritten public offering, determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the underwritten public offering, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the Other Shares), would equal 10% interfere with the successful marketing of the aggregate securities proposed to be included in the underwritten public offering, then the number of such shares to be included in such underwritten public offering shall be reduced, and shares shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, first by excluding shares held by the directors, officers, employees and founders of 2 the company, and then, to the extent necessary, by excluding Registrable Securities participating in such underwritten public offering, pro rata based on the number of shares of Common Stock outstanding after all Registrable Securities each such holder proposed to include. (f) All shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, that are not included in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known underwritten public offering shall be withheld from the market by the Company holders thereof for a period, not to be an Eligible Stockholder on exceed twelve (12) months following a public offering, that the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), managing underwriter reasonably determines as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include necessary in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act order to effect the registration underwritten public offering. The holders of such Shares shall execute such documentation as the Eligible Shares. In the event an Eligible Stockholder is not known by the Company managing underwriter reasonably requests to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a preevidence this lock-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysup.

Piggyback Registration. The If the Company will notify each record holder of at any time proposes for any reason other than a General Unsecured Claim that holds 855,000 filing made pursuant to Section 5(a) or a request made pursuant to Section 5(b) to (or such lesser number of shares of i) register Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) Securities Act (other than on Form S-4 or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K Form S-8 promulgated under the Securities Act to effect or any successor forms thereto) or (ii) consummate an Underwritten Offering, in either case, for its own account or for the registration account of other stockholders of the Eligible Shares. In Company, it shall promptly give notice of such proposed action to ▇▇▇▇▇▇▇▇ HoldCo on behalf of the event an Eligible Stockholder is not known by Holders as soon as reasonably practicable (but in the Company case of filing a Registration Statement, no later than twenty (20) days before the anticipated filing date), which notice shall (A) describe the amount and type of securities to be an Eligible Stockholder until after included, the time intended method(s) of distribution and the name of the proposed managing underwriter or underwriters, if any, and (B) offer to all of the Holders the opportunity to register or offer for sale such Shelf number of Registrable Securities as such Holders may request in writing within (a) five (5) Business Days in the case of filing a Registration Statement and (b) two (2) Business Days in the case of an Underwritten Offering (unless such offering is filedan overnight or bought Underwritten Offering, upon then one (1) Business Day), in each case after receipt of the foregoing information from such Eligible Stockholderwritten notice (such Registration, the a “Piggyback Registration”). The Company shall use its commercially reasonable best efforts to name cause all such Eligible Stockholder Registrable Securities for which such a request(s) is timely received by the Company to be included in such Piggyback Registration on the same terms and conditions as the Common Stock otherwise being sold in such Piggyback Registration, and in any event, the Company shall include the Registrable Securities on the same terms and conditions as the Common Stock otherwise being sold in such Piggyback Registration. Any Holder shall have the right to withdraw from a selling securityholder in Piggyback Registration for any or no reason whatsoever upon written notification to the Shelf Company and the underwriter or underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to, as applicable, the effectiveness of the Registration Statement by means filed with the Commission with respect to such Piggyback Registration or the pricing of the Underwritten Offering with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a pre-effective amendment, request for withdrawal by means of Persons pursuant to separate written contractual obligations) may withdraw a post-effective amendment or, if permitted by Registration Statement filed with the SEC, by means of Commission in connection with a Prospectus supplement Piggyback Registration at any time prior to the Shelf effectiveness of such Registration Statement; providedStatement or abandon an Underwritten Offering in connection with a Piggyback Registration at any time prior to the launch of such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, however, that the Company will have no obligation shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration. For purposes of clarity, any Registration or Underwritten Offering effected pursuant to add Eligible Stockholders this Section 5(f) shall not be counted as an Underwritten Offering pursuant to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysan Underwritten Demand effected under Section 5(b).

Piggyback Registration. The (a) If the Company will notify at any time proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its Common Stock or other securities under the Securities Act in connection with the public offering of such securities (other than pursuant to Section 2.1 hereof or with respect to registration statements on Forms S-4 or S-8 relating solely to the sale of securities to participants in a Company stock plan), the Company shall, at each record holder such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 10 days after mailing of such notice by the Company in accordance with Section 4.8, the Company shall, use commercially reasonable efforts to cause all of the Registrable Securities that each such Holder has requested to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of such Registrable Securities, provided, however, if the Company is advised in writing in good faith by any managing underwriter of the Company's securities being offered in a General Unsecured Claim public offering pursuant to such registration statement that holds 855,000 the amount to be sold by persons other than the Company is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the account of the Holder to a number deemed reasonably satisfactory by such managing underwriter. In any circumstance in which all or a portion of the Registrable Securities requested to be included in a registration on behalf of the Holder cannot be so included as a result of the foregoing sentence, then the shares to be excluded shall be determined in the follow sequence: (i) first, Registrable Securities held by the Holder (which shall be excluded or reduced among the Holder and Other Selling Stockholders requesting inclusion of securities in such lesser registration pro rata on the basis of the number of shares of Common Stock as would equal 10% of Registrable Securities and other securities held by the aggregate Holder and such Other Selling Stockholders); (ii) second, securities held by Senior Holders requesting inclusion in such registration; and (iii) third, securities sought to be registered by the Company for its own account. The Company shall not limit the number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) Registrable Securities to be distributed included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights. (b) The Company shall have the right to terminate or withdraw any registration initiated by it under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days this Section 2.3 prior to the proposed filing date or, in effectiveness of such registration whether or not the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity Holder has elected to include Registrable Securities in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect registration. (c) If the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by which the Company to be gives notice is for a registered public offering involving an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholderunderwriting, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder so advise the Holder as a selling securityholder part of the written notice given pursuant to Section 2.3(a). In such event, the right of the Holder to registration pursuant to this Section 2.3 shall be conditioned upon the Holder's participation in such underwriting and the inclusion of the Registrable Securities in the Shelf Registration Statement by means underwriting to the extent provided herein. The Holder shall (together with the Company and the other holders of a pre-effective amendment, by means securities of a post-effective amendment or, if permitted the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the SEC, by means of a Prospectus supplement Company. (d) Notwithstanding anything to the Shelf Registration Statement; providedcontrary contained in this Section 2, however, that the Company will have no obligation shall not be required to add Eligible Stockholders register any Registrable Securities issued under the Securities Purchase Agreement prior to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar dayssecond anniversary of the closing date of the sale of such Registrable Securities.

Piggyback Registration. The If at any time during the four-year period commencing April ____, 1998 and ending on April ____, 2002, the Company will notify each record holder shall determine to register for its own account or the account of a General Unsecured Claim that holds 855,000 (others under the 1933 Act any of its equity securities, other than on Form S-4 or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) Form S-8 or their then equivalents relating to equity securities to be distributed issued solely in connection with any acquisition of any entity or business, or equity securities issuable in connection with stock option or other employee benefit plans, the Company shall send to each Holder of Warrants or Shares, who is entitled to registration rights under the Plan have been distributed in accordance with the Planthis Section 14(a) or more Eligible Shares (each, an “Eligible Stockholder” written notice of such determination and, collectivelyif within twenty (20) days after receipt of such notice, such Holder shall so request in writing (hereafter a "SELLING HOLDER"), the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible the Shares shall, within 10 days after delivery issuable upon exercise of the above-described notice by Warrants (the Company, so notify "REGISTRABLE SECURITIES") such Selling Holder requests to be registered. The obligations of the Company under this Section 14(a) may be waived by Holders holding a majority in writing, and in such notice shall inform the Company interest of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible SharesRegistrable Securities. In the event an Eligible Stockholder is that the managing underwriter for said offering advises the Company in writing that the inclusion of such securities in the offering would be materially detrimental to the offering, then the Company shall be required to include in the offering only that number of Registrable Securities which the managing underwriter determines in its sole discretion will not known jeopardize the success of the offering (the securities so included to be apportioned pro rata among all selling holders according to the total amount of securities entitled 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 in no event shall any Holder of Registrable Securities have the number of shares of such securities reduced in such offer unless and until any holders of non-Registrable Securities intending to participate in such offering (which selling holders' registration rights, if any, were granted by the Company to be an Eligible Stockholder until from and after the time date hereof) first shall have had the number of their shares of such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement securities reduced up to the Shelf Registration Statement; provided, however, that amount of securities the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days.managing underwriter has determined in its sole discretion shall be

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by ​ ‌ ​ ​ ​ If the Company at any time proposes to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or register any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act for sale to effect the public (except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so. Upon the written request of any of such holders of the Eligible Shares. In the event an Eligible Stockholder is not known Registrable Securities, given within ten (10) days after receipt by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt Person of the foregoing information from such Eligible Stockholdernotice, the Company shall will, subject to the limits contained in this Section 4, use its commercially reasonable best efforts to name cause all such Eligible Stockholder as a selling securityholder in Registrable Securities of said requesting holders to be registered under the Shelf Registration Statement by means of a pre-effective amendmentSecurities Act and qualified for sale under any state blue sky law, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company will have is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Securityholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Securityholders (including such holders of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, that (a) in no obligation event shall the amount of Registrable Securities of selling Holders be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities; and (b) any securities to add Eligible Stockholders be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and (iii) the Shelf Registration Statement Registrable Securities sought to be included by the holders thereof as selling securityholders more frequently than once every 30 calendar daysdetermined on a pro rata basis (based upon the aggregate number of Registrable Securities held by such holders).

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of If PetQuarters at any time registers its shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) common stock for sale or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated resale under the Securities Act of 1933 or the Arkansas Securities Act (collectively or individually the "Securities Act(s)") in connection with an underwritten public offering, PetQuarters will give prompt written notice thereof to effect the registration Shareholders. Upon the written request of the Eligible SharesShareholders made within thirty (30) days after the receipt of such notice, PetQuarters shall cause the Purchase Shares to be registered under the applicable Securities Act as part of such underwritten public offering. In PetQuarters shall be solely responsible for all costs, fees and expenses of such registration, including, but not limited to, all attorney's fees, accountant's and financial advisor's fees, fees and commissions of investments bankers, filing fees and expenses, and printing and engraving costs and expenses. PetQuarters, at its expenses, will furnish the event an Eligible Stockholder is not known Shareholders with such number of prospectuses, offering circulars and documents incident to the registration, as the Shareholders from time to time may reasonably request. If the managing underwriter shall advise PetQuarters and the Shareholders in writing that the inclusion in any registration pursuant hereto of some or all of the shares sought to be registered creates a substantial risk that the proceeds or price per unit, which the sellers of securities covered by such registration will derive from the sale of such securities pursuant to such registration, will be reduced or that the number of securities to be registered (including those sought to be registered by PetQuarters and those sought to be registered by the Company Shareholders) is too large a number to be an Eligible Stockholder until after the time such Shelf Registration Statement is filedreasonably sold, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days.then the

Piggyback Registration. (a) The Company will notify each record holder piggyback registration rights of a General Unsecured Claim that holds 855,000 DCEO set forth in Section 2 of this Registration Agreement may be exercised by DCEO anytime between January 29, 1998 and January 29, 2002. (or such lesser number b) Subject to Section 2(a), if HTI shall take action to register any of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior its common stock for sale to the proposed filing date orpublic for cash, it shall promptly give DCEO written notice of its intention so to do (such notice shall in the case no event be given later than five (5) business days after HTI and its underwriter have signed a letter of any Subsequent Registration Statement or intent with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (such offering) and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name promptly file (but in no event more than forty-five (45) days after such Eligible Stockholder request) a registration statement and to cause such registration statement to become effective as a selling securityholder in soon as practicable including such number of the Shelf Registration Statement Shares held by means DCEO as may be specified by written notice from DCEO delivered to HTI within fifteen (15) days after receiving the written notice by HTI of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement its intention to the Shelf Registration Statementregister; provided, however, that HTI shall not be required to honor any such request of DCEO unless such request involves registration of at least 100,000 Shares; provided, however, that if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Shares requested to be registered will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then (x) the Company will have no obligation may exclude from such offering all or a portion of the Shares which it has been requested to add Eligible Stockholders register or (y) if the underwriter so requests, such Shares shall not be sold until the expiration of 90 days from the effective date of the offering that gave rise to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar dayspiggyback registration rights that are the subject of this Section 2. (c) Notwithstanding the provisions of this Section 2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 2 (irrespective of whether any written request for inclusion of Shares shall have already been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. The Company will notify each record holder of If the Purchaser at any time proposes to file a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or registration statement with respect to any class of equity securities, whether for its own account (other than a registration statement on Form S-4 or S-8 (or any successor or substantially similar form) or a registration statement covering (A) an Eligible Stockholder not known employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to any such plan, or (B) a dividend reinvestment plan) or for the account of a holder of securities of the Purchaser pursuant to registration rights granted by the Company Purchaser (a "Requesting Securityholder"), other than for the registration of securities for sale on a continuous or delayed basis pursuant to be an Eligible Stockholder on Rule 415, then the Plan Effective Date (and not so known Purchaser shall in each case give written notice of such proposed filing to all Holders of Registrable Securities at least 25 days prior ten (10) Business Days before the anticipated filing date of any such registration statement by the Purchaser, and such notice shall offer to all Holders the proposed filing dateopportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement. Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the Purchaser in writing within five (5) Business Days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), as promptly as practicable prior to and the filing date. Each such Eligible Stockholder Purchaser shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, Registrable Securities so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company requested to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementincluded therein; provided, however, that in the Company will have no obligation event such Registration Statement is for an Underwritten Offering, the Holders of Registrable Securities included therein shall join in the underwriting on the same terms and conditions as the Purchaser or the Requesting Securityholders except that the Holders of Registrable Securities shall not be required to add Eligible Stockholders give any representations and warranties relating to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days.Purchaser, and shall execute any underwriting agreement, "lock-up" letters or other customary agreements or documents executed by the Purchaser or the Requesting Securityholders in connection therewith. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering advise the Purchaser in writing that the total amount or kind of securities

Piggyback Registration. The (a) If the Company will notify each record holder of proposes to file a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed registration statement under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or Securities Act with respect to an Eligible Stockholder not known offering of its Ordinary Shares (i) for its own account (other than a registration statement on Form ▇-▇, ▇-▇ or S-8 (or any substitute form that may be adopted by the Company Commission)) or (ii) for the account of any holders of its Ordinary Shares (including any pursuant to be an Eligible Stockholder a Demand Registration), on the Plan Effective Date (a form and not so known at least 25 days prior in a manner that would permit registration of Registrable Shares for sale to the public under the Securities Act, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform offer each Holder the Company opportunity to register such number of Registrable Shares as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Eligible Registrable Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time disposed of by such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible StockholderHolder), the Company shall use its commercially reasonable best efforts include in such registration statement (a "Piggyback Registration" and, collectively with a Demand Registration, a "Registration"') such number of Registrable Shares as shall be set forth in such notice. (b) Notwithstanding anything contained in this Section 3.02, if the lead underwriter of an offering involving a Piggyback Registration advises the Company that the inclusion of such Registrable Shares (i) would materially and adversely affect the price of the Ordinary Shares to name be offered or (ii) result in a greater amount of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered by each party requesting Piggyback Registration shall be reduced such Eligible Stockholder as a selling securityholder that the total number of Registrable Shares being registered is not larger than such number which, in the Shelf opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such Registration Statement shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by means each of a pre-effective amendmentthem. Nothing contained herein shall require the Company to reduce the number of Ordinary Shares proposed to be issued by the Company. (c) Subject to Section 3.01 (e) (ii) hereof, by means no Piggyback Registration effected under this Section 3.02 shall be deemed to have been effected pursuant to Section 3.01 hereof or shall release the Company of a post-effective amendment orits obligations to effect any Demand Registration upon request as provided under Section 3.01 hereof (d) The Company shall not be obligated to effect any registration of Registrable Shares under this Section 3.02 that is incidental to the registration of any of its securities in connection with any merger, acquisition, exchange offer, dividend reinvestment plan or stock option or other employee benefit plan. (e) Notwithstanding anything contained in this Section 3.02, if permitted at any time after giving notice of its intention to register any of its securities and prior to the effective date of the registration statement fled in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to the Holders participating in such registration and thereupon the Company shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay expenses incurred in connection with such registration to the extent provided in Section 3.05). (f) No Holder may participate in any underwritten registration pursuant to this Section 3.02 unless such Holder (i) agrees to sell such Holder's Registrable Shares on the basis provided in any underwritten arrangements approved by the SECCompany and (ii) completes and executes all questionnaires, by means powers of a Prospectus supplement to attorney, indemnities, underwriting agreements and other documents required under the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysterms of such underwriting arrangements.

Piggyback Registration. The Company will notify shall give Fountainhead at least 10 days’ prior written notice of each record holder filing by the Company of a General Unsecured Claim that holds 855,000 registration statement (other than a registration statement on Form S-4 or such lesser number of Form S-8 or on any successor forms thereto) with the Securities Exchange Commission (the “Commission”) pursuant to which the Company is registering shares of its Common Stock as would equal 10% for sale by itself or others for cash proceeds. If requested by Fountainhead in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the aggregate number Shares sold by Fountainhead), register all or, at Fountainhead’s option, any portion of the shares of Common Stock outstanding after common stock then held by Fountainhead, including all shares of common stock issuable to Fountainhead upon the exercise, conversion or exchange of other securities now held by Fountainhead (the “Shares”), concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Shares through the securities exchange, if any, on which the Common Stock (including is being sold or on the Shares) over-the-counter market, and will use its commercially reasonable efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Shares requested to be distributed under included in the Plan have been distributed in accordance registration concurrently with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known securities being registered by the Company to be an Eligible Stockholder on would adversely affect the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part distribution of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice securities by the Company, so notify then the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to will include in such Registration Statement and provideregistration first, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by that the Company proposes to sell itself and second, the Shares requested to be an Eligible Stockholder until after included in such registration, to the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if extent permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysmanaging underwriter.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by If the Company at any time proposes to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or register any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act (including, without limitation, pursuant to effect the registration a demand of any stockholder of the Eligible SharesCompany exercising registration rights) for sale to the public (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so. In Upon the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time written request of any of such Shelf Registration Statement is filed, upon receipt holders of the foregoing information from Registrable Securities given within twenty (20) days after receipt by such Eligible StockholderPerson of such notice, the Company shall will, subject to the limits contained in this Section 3, use its commercially reasonable best efforts to name cause all such Eligible Stockholder as a selling securityholder in Registrable Securities of said requesting holders to be registered under the Shelf Registration Statement by means of a pre-effective amendmentSecurities Act and qualified for sale under any state blue sky law, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of said Registrable Securities and Common Stock so registered; provided, however, that if the Company will have no obligation is advised in writing in good faith by any managing underwriter of the securities being offered in a public offering pursuant to add Eligible Stockholders such registration statement that the amount to be sold is greater than the Shelf amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered to a number deemed satisfactory by such managing underwriter; provided that the shares to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is neither this Agreement nor the 1996 Registration Statement Rights Agreement, (iii) securities held by the holders of Registrable Securities (as selling securityholders more frequently than once every 30 calendar days.such term is defined hereunder) and the persons defined as "Shareholders" under the 1996 Registration Rights Agreement on a pro rata basis (based upon the aggregate number of securities held by such holders), and (iv) the securities sought to be included by the persons defined as "Investors" under the 1996 Registration Rights Agreement as determined on a pro rata basis (based upon the - 5 -

Piggyback Registration. The (a) If the Company will notify each record holder at any time (other than pursuant to Section 4 or Section 13) proposes to register any of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed its securities under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior Securities Act for sale to the proposed filing date orpublic, in whether for its own account or for the case account of any Subsequent Registration Statement other security holders or both (except with respect to an Eligible Stockholder not known registration statements on Forms ▇-▇, ▇-▇ or any successor forms thereto), each such time it will give written notice to all Holders of outstanding Restricted Stock of its intention so to do; PROVIDED HOWEVER that no such notice shall be required after such time that the Company ceases to have registration obligations under this Section 5. Upon the written request of any such Holder, received by the Company to be an Eligible Stockholder on within ten (10) days after the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part giving of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice to register any of its Restricted Stock (which request shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the Holder (in accordance with its written request) of such securities as is required Restricted Stock so registered. (b) If any registration pursuant to Regulation S-K promulgated under this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the Securities Act number of shares of Restricted Stock to effect be included in such an underwriting may be reduced pro rata among the registration requesting Holders based upon the number of shares of Restricted Stock owned by such Holders if and to the extent that the managing underwriter shall be of the Eligible Shares. In opinion that such inclusion would adversely affect the event an Eligible Stockholder is not known marketing of the securities to be sold by the Company therein; PROVIDED, HOWEVER, that: (1) if the Company registers any of its securities for its own account in such underwriting, such number of shares of Restricted Stock shall not be reduced if any shares are to be an Eligible Stockholder until after included in such underwriting for the time account of any person other than the Company or requesting Holders of Restricted Stock or (2) if the Company does not register any of its securities for its own account in such Shelf Registration Statement is filedunderwriting, upon receipt the number of shares of Restricted Stock to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting unless the Holders of more than 60% of the Restricted Securities consent to the inclusion of such other securities. (c) Notwithstanding the foregoing information from such Eligible Stockholderprovisions of this Section 5, the Company shall use its commercially reasonable best efforts may withdraw any registration statement referred to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement this Section 5 without thereby incurring any liability to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysHolders of Restricted Stock.

Piggyback Registration. The (a) Following the Effective Date, each time that the Company will notify each record proposes to register a public offering solely of its Common Stock, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms (collectively, Excluded Forms), the Company shall promptly give written notice of such proposed registration to all holders of Registerable Securities, which shall offer such holders the right to request inclusion of any Registrable Securities in the proposed Registration Statement. (b) Each holder of a General Unsecured Claim that holds 855,000 Registrable Securities shall have ten (10) days or such lesser longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities such holder intends to sell and the holder's intended plan of disposition. (c) In the event that the proposed Registration Statement by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request under Section 2(b) may specify that the Registrable Securities be included in the underwriting on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such Registration Statement. (d) Upon receipt of a written request pursuant to Section 2(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be registered, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of an underwritten public offering, determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the underwritten public offering, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the Other Shares), would equal 10% interfere with the successful marketing of the aggregate securities proposed to be included in the underwritten public offering, then the number of such shares to be included in such underwritten public offering shall be reduced, and shares shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, first by excluding shares held by the directors, officers, employees and founders of the company, and then, to the extent necessary, by excluding Registrable Securities participating in such underwritten public offering, pro rata based on the number of shares of Common Stock outstanding after all Registrable Securities each such holder proposed to include. (f) All shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, that are not included in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known underwritten public offering shall be withheld from the market by the Company holders thereof for a period, not to be an Eligible Stockholder on exceed twelve (12) months following a public offering, that the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), managing underwriter reasonably determines as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include necessary in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act order to effect the registration underwritten public offering. The holders of such Shares shall execute such documentation as the Eligible Shares. In the event an Eligible Stockholder is not known by the Company managing underwriter reasonably requests to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a preevidence this lock-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysup.

Piggyback Registration. The If the Company will notify each record holder at any time proposes to register for its own account or the account of a General Unsecured Claim that holds 855,000 (or such lesser number others any of shares of its Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act for sale to effect the public (except with respect to registration statements on Forms S-4 or S-8 (or another comparable form not available for registering the Registrable Securities for sale to the public)), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so. Upon the written request of any of such holders of the Eligible Shares. In the event an Eligible Stockholder is not known Registrable Securities, given within twenty (20) days after receipt by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt Person of the foregoing information from such Eligible Stockholdernotice, the Company shall will, subject to the limits contained in this Section 3, use its commercially reasonable best efforts to name cause all such Eligible Stockholder as a selling securityholder in Registrable Securities of said requesting holders to be registered under the Shelf Registration Statement by means of a pre-effective amendmentSecurities Act and qualified for sale under any state blue sky law, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company will have no obligation is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to add Eligible such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without materially adversely affecting the offering, the Company may reduce the amount offered for the accounts of the Selling Stockholders (including such holders of Registrable Securities) to a number deemed satisfactory by such managing underwriter; provided further, that any securities to be excluded shall be determined in the Shelf Registration Statement following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and (iii) the Registrable Securities sought to be included by the holders thereof as selling securityholders more frequently than once every 30 calendar daysdetermined on a pro rata basis (based upon the aggregate number of Registrable Securities requested for inclusion by such holders or on such other basis as shall be mutually agreed to by all such holders). If, as a result of the proration provisions set forth above, any Stockholder shall not be entitled to include all requested Registrable Securities in such public offering that such Stockholder has requested to be included, such Stockholder may elect to withdraw his, her or its request to include Registrable Securities in such registration.

Piggyback Registration. The Company will notify each record holder of (a) If, at any time, Sebring proposes to file a General Unsecured Claim that holds 855,000 Registration Statement (other than under a Registration Statement pursuant to Form S-8 or such lesser number of shares of Common Stock as would equal 10% Form S-4 or successor forms) to register its securities, and all of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock Registrable Securities are not then covered by an effective Registration Statement, Sebring shall: (including the SharesA) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (eachgive written notice by registered mail, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent such Registration Statement or to the Registered Holder of its intention to do so, and (B) include all Registrable Securities in such Registration Statement with respect to an Eligible Stockholder which Sebring has received written request for inclusion therein within 15 days of after delivery of Sebring’s notice. (b) Sebring shall have the right at any time after it shall have given written notice pursuant to this Section 6.2 (irrespective of whether a written request for inclusion of any Registration Securities shall have been made) to elect not known by to file any such Registration Statement, or to withdraw the Company to be an Eligible Stockholder on same after the Plan Effective Date (and not so known at least 25 days filing but prior to the effective date thereof. (c) If the Registration Statement pursuant to this Section 6.2 relates to a firmly underwritten public offering and the managing underwriter(s) advise Sebring in writing that in their opinion the number of securities proposed filing date)to be included in the Registration Statement (including the Registrable Securities) exceeds the number of securities which can be sold therein without adversely affecting the marketability of the public offering, as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to Sebring will include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes securities requested to include be included which in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition opinion of such securities as is required pursuant to Regulation S-K promulgated under underwriter(s) can be sold without adversely affecting the Securities Act to effect the registration marketability of the Eligible Shares. In offering, pro rata among the event an Eligible Stockholder is not known by the Company respective holders of all securities proposed to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder included in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that such number of Registrable Securities shall not be reduced if any shares are to be included in such underwriting for the Company will have account of any Person other than the Sebring or Registered Holder; and provided, further, however, in no obligation event may less than one-third of the total number of shares of Sebring Stock to add Eligible Stockholders be included in such underwriting be made available for the Registrable Securities. In addition, Sebring shall not be required to include any Registrable Securities in such underwriting unless the Shelf Registration Statement Registered Holder accepts the terms of the underwriting as selling securityholders more frequently than once every 30 calendar daysagreed upon by Sebring and the managing underwriters selected by it.

Piggyback Registration. The If the Company will notify each record holder at any time proposes to register any of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of its Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior Securities Act for sale to the proposed filing date or, in the case of any Subsequent Registration Statement or public except with respect to an Eligible Stockholder registration statements on Forms S-4, ▇-▇ ▇▇ another form not known by available for registering the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior Registrable Securities for sale to the proposed filing datepublic), each such time it will give written notice as promptly contemplated by Section 8(a) at the applicable address of record to each Holder of Registrable Securities as practicable prior to the filing date. Each indicated on Exhibit A hereto, or such Eligible Stockholder other address of which any Holder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform of its intention to do so. Upon the written request of any Holders of the Registrable Securities received by the Company within twenty (20) days after receipt by such Person of such notice, the Company will, subject to the limits contained in this Section 2, use commercially reasonable efforts to cause such number of Eligible Shares such Eligible Stockholder wishes Registrable Securities of said requesting Holders to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated be registered under the Securities Act and qualified for sale under any state blue sky law in connection with such registration for the period such registration remains effective, such period to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known be determined by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use in its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementsole discretion; provided, however, that if the Company will have no obligation is advised in writing in good faith by any managing underwriter of the Company's securities being offered in a public offering pursuant to add Eligible such registration statement, or if the Company's Board of Directors otherwise determines in good faith based on the written advice of an investment banker, that the amount to be sold by persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering or the trading market for the Company's Common Stock, the Company may reduce the amount offered for the accounts of Selling Stockholders (including Holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter or the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days.Board. If any limitation of the number of shares of Registrable

Piggyback Registration. (a) The Company agrees If, at any time or times on or before the fifth anniversary of the Closing Date, the Company shall determine to register any of its Common Stock or securities convertible into or exchangeable for Common Stock under the Securities Act, whether in connection with a public offering of securities by the Company (a “primary offering”), a public offering thereof by stockholders (a “secondary offering”), or both (but not in connection with a registration on Form S-8 or similar form relating to employee benefit plans), the Company will notify each record holder promptly give written notice thereof to the Purchaser, and will use its best efforts to effect the registration under the Securities Act of all Shares which the Purchaser may request in a General Unsecured Claim that holds 855,000 writing delivered to the Company within fifteen (or such lesser 15) days after the notice given by the Company; provided, however, (x) at any given time, the Company shall not be obligated to register Shares in an amount in excess of 15% of the number of shares of Common Stock as would equal 10% being registered by the Company at such time, and (y) in the event that any registration pursuant to this Section 4.2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of Shares to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the aggregate number opinion that such inclusion would adversely affect the marketing of shares of Common Stock outstanding after the securities to be sold by the Company therein, provided, further, that, prior to any such reduction, the Company shall first exclude from such registration, in the following order, all shares of Common Stock sought to be included therein by (i) any holder thereof not having any such contractual, incidental registration rights, and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the Purchaser. (b) In the event of a registration described in Section 4.2(a), all expenses of registration and offering of the Company and the Purchaser, including, without limitation, printing expenses, fees and disbursements of counsel, including one counsel for the Purchaser, and independent public accountants, fees and expenses (including the Shares) to be distributed under the Plan have been distributed counsel fees incurred in accordance connection with the Plan) complying with state securities or more Eligible Shares (each“blue sky” laws, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) fees of the proposed filing National Association of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date orSecurities Dealers, in the case Inc. and fees of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (transfer agents and not so known at least 25 days prior to the proposed filing dateregistrars), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice borne by the Company, so notify except that the Purchaser shall bear underwriting commissions and discounts attributable to its Shares being registered. (c) Whenever the Company is required under this Section 4.2 to register Shares, it agrees that it shall also do the following: (i) Use its best efforts to diligently prepare for filing with the Commission a registration statement and such amendments and supplements to said registration statement and the prospectus used in writingconnection therewith as may be necessary to keep said registration statement effective and to comply with the provisions of the Securities Act with respect to the sale of securities covered by said registration statement for the period necessary to complete the proposed public offering; (ii) Furnish to the Purchaser such copies of each preliminary and final prospectus and such other documents as the Purchaser may reasonably request to facilitate the public offering of Shares; (iii) Enter into any underwriting agreement with provisions reasonably required by the proposed underwriter for the Purchaser; and (iv) Use its best efforts to register or qualify the Shares covered by said registration statement under the securities or “blue-sky” laws of such jurisdictions as the Purchaser may reasonably request, provided that the Company shall not be required to register in any states which shall require it to qualify to do business or subject itself to general service of process as a condition of such registration. (d) Incident to any registration pursuant to this Section 4.2, and subject to applicable law, the Company will indemnify each underwriter, the Purchaser, and each person controlling any of them against all claims, losses, damages and liabilities, including legal and other expenses reasonably incurred in such notice shall inform investigating or defending against the same, arising out of any untrue statement of a material fact contained in any prospectus or other document (including any related registration statement) or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any violation by the Company of the number of Eligible Shares Securities Act, any state securities or “blue-sky” laws or any rule or regulation thereunder in connection with such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementregistration; provided, however, that the Company will have no obligation to add Eligible Stockholders not be liable in any case to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysextent that any such claim, loss, damage or liability may have been caused by an untrue statement or omission based upon information furnished in writing to the Company by the Purchaser expressly for use therein. In the event of any registration of any of the Shares under the Securities Act pursuant to this Agreement, the Purchaser will indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act against any claim, losses, damages and liabilities, including legal and other expenses reasonably incurred in investigating or defending it against the same, arising out of any untrue statement of a material fact contained in any prospectus or other document (including any related registration statement) or any omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Purchaser, specifically for use in connection with the preparation of such registration statement, prospectus, amendment of supplement. (e) The rights and privileges of the Purchaser arising under this Section 4.2 shall be assignable by the Purchaser in connection with a transfer or assignment of the underlying Shares.

Piggyback Registration. The (a) If the Company will notify each record holder of a General Unsecured Claim that holds 855,000 at any time (or such lesser number of shares of other than pursuant to Section 4 hereof) proposes to register any Company Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior Securities Act for sale to the proposed filing date orpublic, in whether for its own account or for the case account of any Subsequent Registration Statement other securityholders or both (except with respect to an Eligible Stockholder registration statements on Form S-4 or S-8 or another form not known by available for registering the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior Restricted Stock for sale to the proposed filing datepublic), as promptly as practicable prior it will give written notice at such time to all holders of outstanding Restricted Stock of its intention to do so. Upon the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part written request of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shallholder, given within 10 20 days after delivery receipt of the above-described any such notice by the Company, so notify the Company in writing, and in such notice to register any of its Restricted Stock (which request shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock, as to which registration shall have been so requested, to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered; PROVIDED that nothing herein shall prevent the Company from abandoning or delaying such registration at any time; PROVIDED FURTHER that the only securities as is the Company shall be required to register pursuant to Regulation S-K promulgated under the Securities Act to effect the registration hereto shall be shares of the Eligible SharesCompany Common Stock. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an Eligible Stockholder underwritten Public Offering of Company Common Stock, any request by a holder pursuant to this Section 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is not known to be included in the underwriting on the same terms and conditions as the shares of Company Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (PRO RATA among the holders of Restricted Stock requesting registration pursuant to this Section 5 based on the number of shares of Restricted Stock owned by any such holder on the date of such request out of the total outstanding shares of Company Capital Stock on that date) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; PROVIDED, HOWEVER, that such number of shares of Restricted Stock shall not be reduced if any shares are to be an Eligible Stockholder until included in such underwriting for the account of any person other than the Company and the holders of Restricted Stock; PROVIDED FURTHER that the number of shares of Restricted Stock held by the FFT Purchasers that this Section 5 permits to be included in a registration may be allocated among the FFT Purchasers as such parties shall agree. (b) Notwithstanding anything to the contrary contained in Section 4, 5 or 6 hereof, in the event that there is a firm commitment underwritten Public Offering of securities of the Company pursuant to a registration covering Restricted Stock and a holder of Restricted Stock does not elect to sell his Restricted Stock to the underwriters of the Company's securities in connection with such offering, such holder shall, to the extent required by such underwriters with respect to all holders of Restricted Stock, refrain from selling such Restricted Stock during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; PROVIDED, HOWEVER, that such holder shall, in any event, be entitled to sell its Restricted Stock commencing on the 120th day after the time effective date of such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysregistration statement.

Piggyback Registration. The (a) If, at any time, the Company will notify each record holder determines to register any of its equity securities for its own account under the 1933 Act in connection with the public offering of such securities solely for cash on a General Unsecured Claim form that holds 855,000 (or such lesser number would also permit the registration of shares of Common Stock as would equal 10% any of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectivelyRegistrable Securities, the “Eligible Stockholders”) Company shall, at each such time, promptly give each Holder written notice of such determination. Upon the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case written request of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known Holder received by the Company to be an Eligible Stockholder on within thirty (30) days after the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part giving of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name cause to be registered under the 1933 Act all of the Registrable Securities of such Eligible Stockholder as a selling securityholder Holder that each Holder has requested be registered. If the total amount of Registrable Securities that are to be included by the Company for its own account and at the request of Holders thereof exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, then the Company will include in such registration only the number of securities which in the Shelf Registration Statement by means opinion of a pre-effective amendmentsuch underwriters can be sold, by means in the following order: (i) first, the equity securities to be registered on behalf of a post-effective amendment or, if permitted the Company; and (ii) then the Registrable Securities requested to be included by the SEC, Holders pro rata based on the number of Registrable Securities owned by means each of a Prospectus supplement to the Shelf Registration Statementthem which each of them request be included in such registration; provided, however, that if an underwriter who is not an Affiliate or Associate of any Holder, in good faith requires, in connection with such underwritten offering, that the number of Registrable Securities to be sold by any Holder be apportioned or excluded, such number of Registrable Securities of such Holder shall be reduced or not included to the extent so requested by said underwriter; (b) If the Company at any time proposes to register any of its equity securities for the account of any Holder pursuant to Section 3.2, Section 3.3 or Section 3.10 of this Agreement, under the 1933 Act in connection with the public offering of such securities solely for cash on a form that would also permit the registration of any of the Registrable Securities, the Company shall, at each such time, promptly give each Holder written notice of such determination. Upon the written request of any Holder received by the Company within thirty (30) days after the giving of any such notice by the Company, the Company shall use its best efforts to cause to be registered under the 1933 Act all of the Registrable Securities of such Holder that each Holder has requested be registered. If the total amount of Registrable Securities that are to be included by the requesting Holder under Section 3.2., Section 3.3 or Section 3.10, by the Company for its own account and at the request of all other Holders thereof exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, then the Company will have no obligation include in such registration only the number of securities which in the opinion of such underwriters can be sold, in the following order: (i) first, the equity securities to add Eligible Stockholders be registered on behalf of the Holders pro rata based on the number of Registrable Securities owned by each of them which each of them request be included in such registration; and (ii) second, the equity securities to be registered on behalf of the Company; provided, however, that if an underwriter who is not an Affiliate or Associate of any Holder or the Company, in good faith, requires in connection with such underwritten offering that the number of Registrable Securities to be sold by any Holder or the Company be apportioned or excluded, such number of Registrable Securities of such Holder or the Company shall be reduced or not included to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysextent so requested by said underwriter.

Piggyback Registration. The (a) If at any time, and from time to time, the Company will notify each record holder of proposes to— (A) file a General Unsecured Claim that holds 855,000 (or such lesser number of shares registration statement under the Securities Act with respect to an underwritten offering of Common Stock as would equal 10% of the aggregate number Company or any securities convertible or exercisable into Common Stock of shares the Company (other than with respect to a registration statement (i) on Form S-8 or any successor form thereto, (ii) on Form S-4 or any successor form thereto or (iii) another form not available for registering the Registrable Securities for sale to the public), whether or not for its own account; or (B) conduct an underwritten offering constituting a “takedown” of a class of Common Stock outstanding after all shares of or any securities convertible or exercisable into Common Stock registered under a shelf registration statement previously filed by the Company; the Company shall give written notice (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible StockholdersPiggyback Notice”) of such proposed filing or underwritten offering to the Holders at least ten (10) Business Days before the anticipated filing date. Such notice shall include the number and class of securities proposed to be registered or offered, the proposed date of filing of such registration statement or the Mandatory Registration Statement or conduct of such underwritten offering, any Subsequent Registration Statement at least 20 days prior to proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed filing date maximum offering price of such securities as such price is proposed to appear on the front cover page of such registration statement (or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder Underwritten Offering, would appear on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing datefront cover page of a registration statement), as promptly as practicable prior to and shall offer the filing date. Each such Eligible Stockholder shall be given an Holders the opportunity to include in register such Registration Statement all or any part amount of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of Registrable Securities as each Holder may request on the above-described notice by the Company, so notify the Company in writing, same terms and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, conditions as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In Company’s and/or the event an Eligible Stockholder is not known by holders of other securities of the Company securities, as the case may be (a “Piggyback Offering”). Subject to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible StockholderSection 8(b), the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder will include in each Piggyback Offering all Registrable Securities for which the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by Company has received written requests for inclusion within five (5) Business Days after the SEC, by means of a Prospectus supplement to date the Shelf Registration StatementPiggyback 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; provided further, however that, in the case of an underwritten offering in the form of a “takedown” under a shelf registration statement, such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be offered. (b) The Company will cause the managing underwriter or underwriters of the proposed offering to permit the Holders that have requested Registrable Securities to be included in the Piggyback Offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advises the Company and the selling Holders in writing that, in its view, the total amount of securities that the Company, such Holders and any other holders entitled to participate in such offering (“Other Holders”) propose to include in such offering is such as to materially adversely affect the success of such underwritten offering, then: (A) if such Piggyback Offering is an underwritten primary offering by the Company for its own account, the Company will have no include in such Piggyback Offering: (i) first, all securities to be offered by the Company; (ii) second, up to the full amount of securities requested to be included in such Piggyback Offering by the Holders; and (iii) third, up to the full amount of securities requested to be included in such Piggyback Offering by all Other Holders; (B) if such Piggyback Offering is an underwritten secondary offering for the account of Other Holders exercising “demand” rights (including pursuant to a Demand Registration Request), the Company will include in such registration: (i) first, all securities of the Other Holder exercising “demand” rights (including pursuant to a Demand Registration Request) requested to be included therein; (ii) second, up to the full amount of securities requested to be included in such Piggyback Offering by the Holders entitled to participate therein, allocated pro rata among such Holders on the basis of the amount of securities requested to be included therein by each such Holder; (C) third, up to the full amount of securities proposed to be included in the registration by the Company; and (D) fourth, up to the full amount of securities requested to be included in such Piggyback Offering by the Other Holders entitled to participate therein, allocated pro rata among such Other Holders on the basis of the amount of securities requested to be included therein by each such Other Holder; such that, in each case, the 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 materially adversely affecting the success of such Piggyback Offering. (c) If at any time after giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to the Piggyback Offering, the Company determines for any reason not to register or delay the registration of the Piggyback Offering, the Company may, at its election, give notice of its determination to all Holders, and in the case of such a determination, will be relieved of its obligation to add Eligible Stockholders register any Registrable Securities in connection with the abandoned or delayed Piggyback Offering, without prejudice. (d) Any Holder of Registrable Securities requesting to be included in a Piggyback Offering may withdraw its request for inclusion by giving written notice to the Shelf Company, at least three (3) Business Days prior to the anticipated Effective Date of the Registration Statement as selling securityholders more frequently than once every 30 calendar daysfiled in connection with such Piggyback Offering, or in the case of a Piggyback Offering constituting a “takedown” off of a shelf registration statement, at least three (3) Business Days prior to the anticipated date of the filing by the Company under Rule 424 of a supplemental prospectus (which shall be the preliminary supplemental prospectus, if one is used in the “takedown”) with respect to such offering, of its intention to withdraw from that registration; provided, however, that (i) the Holder’s request be made in writing and (ii) the withdrawal will be irrevocable and, after making the withdrawal, a Holder will no longer have any right to include its Registrable Securities in that Piggyback Offering.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by If the Company at any time proposes to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or register any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act for sale to effect the public (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Eligible SharesSecurities Act is applicable, or a registration statement on Form ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so. In Upon the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time written request of any of such Shelf Registration Statement is filed, upon receipt holders of the foregoing information from Registrable Securities, given within twenty (20) days after receipt by such Eligible StockholderPerson of such notice, the Company shall shall, subject to the limits contained in this Section 4, use its commercially reasonable best efforts to name cause all such Eligible Stockholder as a selling securityholder in Registrable Securities of the Shelf Registration Statement by means of a pre-effective amendmentrequesting holders to be registered under the Securities Act and qualified for sale under any state securities or “blue sky” law, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of their Registrable Securities; provided, however, that if the Company will have no obligation is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to add Eligible Stockholders such registration statement that the amount to be sold by Persons other than the Company (collectively, “Selling Shareholders”) is greater than the amount that can be offered without materially and adversely affecting the offering, the Company may, subject to the Shelf Registration Statement next following sentence, reduce the amount offered for the accounts of Selling Shareholders (including such holders of shares of Registrable Securities) to a number deemed necessary by such managing underwriter. The amount of Registrable Securities of Selling Shareholders shall not be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, and any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental “piggyback” registration rights, (ii) securities held by any Persons having contractual, incidental “piggyback” registration rights pursuant to an agreement other than this Agreement, (iii) Registrable Securities held by Principal Shareholders, and, if necessary, (iv) Registrable Securities held by Investors. If there is a reduction of the number of Registrable Securities pursuant to clause (iii) or (iv) a portion of the Registrable Securities sought to be included by the holders thereof as selling securityholders more frequently than once every 30 calendar daysdetermined pro rata based upon the aggregate number of Registrable Securities held by the Investors (in the case of a reduction under clause (iv)) and the Principal Shareholders (in the case of a reduction under clause (iii)), as applicable.

Piggyback Registration. The Following the initial public offering of the Company’s equity securities, if the Company at any time proposes to register any of its securities under the Securities Act for sale to the public (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 ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will notify give written notice at the applicable address of record to each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number Registrable Securities of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) its intention to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement do so at least 20 30 days prior to the proposed filing date or, in of such registration statement. Upon the case written request of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known of such holders of the Registrable Securities, given within ten (10) days after receipt by such Person of such notice, the Company shall, subject to the limits contained in this Section 4, use its best efforts to cause all such Registrable Securities of the requesting holders to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated registered under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filedand qualified for sale under any state securities or “blue sky” law, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of their Registrable Securities; provided, however, that if the Company will have no obligation is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to add Eligible Stockholders such registration statement that the amount to be sold by Persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount that can be offered without adversely affecting the offering, the Company may, subject to the Shelf Registration Statement next following sentence, reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed necessary by such managing underwriter. The amount of Registrable Securities of selling Investors shall not be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, and any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental “piggyback” registration rights, (ii) securities held by any Persons having contractual, incidental “piggyback” registration rights pursuant to an agreement other than this Agreement, and (iii) a portion of the Registrable Securities sought to be included by the holders thereof as selling securityholders more frequently than once every 30 calendar daysdetermined pro rata based upon the aggregate number of Registrable Securities held by such holders.

Piggyback Registration. The (a) If at any time the Company has registered, or has determined to register, any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) that permits the inclusion of the Registrable Shares (a “Piggyback Registration”), the Company will notify each record holder give GC LLC Holder written notice thereof promptly (but in no event less than five (5) Business Days prior to the anticipated filing date) and, subject to Section 3(b), will include in such registration all Registrable Shares to be offered by GC LLC Holder requested to be included therein pursuant to the written request of GC LLC Holder. (b) If a General Unsecured Claim that holds 855,000 (or such lesser Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and GC LLC Holder that, in the reasonable opinion of the managing underwriters, the number of shares of Common Stock as would equal 10% Shares proposed to be included in such registration exceeds the Maximum Number of Shares, the aggregate Company will include in such registration, unless otherwise agreed by the Company and GC LLC Holder, (i) first, the number of shares of Common Stock outstanding after all Shares that the Company proposes to sell, and (ii) second, the Registrable Shares of GC LLC Holder. (c) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock (including Shares other than under this Agreement, and the Shares) to be distributed under managing underwriters advise the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date orCompany that, in the case reasonable opinion of any Subsequent Registration Statement or with respect the managing underwriters, the number of shares of Common Shares proposed to an Eligible Stockholder not known be included in such registration exceeds the Maximum Number of Shares, then the Company will include in such registration, unless otherwise agreed by the Company and the holders (including GC LLC Holder), (i) first the number of shares of Common Shares requested to be an Eligible Stockholder included therein by the holder(s) requesting such registration, and (ii) second, (to the extent the amount of such shares of Common Shares to be sold by such other holders is less that the Maximum Number of Shares), the Registrable Shares requested to be included in such registration by GC LLC Holder and the shares of Common Shares requested to be included in such registration by other holders, pro rata among the GC LLC Holder and other holders on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company basis of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Registrable Shares and the intended method other shares of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company Common Shares requested to be an Eligible Stockholder until after the time included by each such Shelf GC LLC Holder and other holder, respectively. (d) If any Piggyback Registration Statement is fileda primary or secondary underwritten offering, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation the right to add Eligible Stockholders select, in its sole discretion, the managing underwriter or underwriters to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysadminister any such offering.

Piggyback Registration. The If the Company will notify each record holder of a General Unsecured Claim that holds 855,000 proposes to register any equity security (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed defined in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”Section 3(a)(11) of the proposed filing Securities Exchange Act of 1934, as amended) under the Securities Act of 1933, as amended (the "Securities Act"), on any registration form prescribed by the Securities and Exchange Commission (the "Commission") permitting a secondary offering or distribution other than Form S-4 or S-8 (and other than a registration filed in connection with an exchange offering or an offering of securities solely to existing holders of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 Company's securities), not less than 30 days prior to each such registration, the Company shall give to the Key Shareholders written notice of such proposal which shall describe in detail the proposed filing date orregistration and distribution (including those jurisdictions where registration or qualification under the securities or blue sky laws is intended) and, in upon the case written request of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by Key Shareholder given within 15 days after the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date)date of any such notice, as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity proceed to include in such Registration Statement all or any part of registration such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in Common Shares as have been requested by any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and Key Shareholders to be included in such notice shall inform the registration. The Company of the number of Eligible Shares such Eligible Stockholder wishes to include will in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall each instance use its commercially reasonable best efforts to name such Eligible Stockholder as cause any Common Shares (but not for when-issued trading), the Key Shareholders of which shall have so requested registration thereof, to be registered under the Securities Act and qualified under the securities or blue sky laws of any jurisdiction requested by a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementprospective seller; provided, howeverthat in the event such registration is an underwritten primary offering on behalf of the Company and the managing underwriters advise the Company in writing that, that in their opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will have no obligation include in such registration, in descending order of priority, (i) first, the aggregate number of securities to add Eligible Stockholders be issued by the Company, (ii) second, the Common Shares requested by the Key Shareholders to be included in such registration, and (iii) third, other securities requested to be included in such registration; and provided further, that to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysextent such priority violates any agreement of the Company with respect to registration of its equity securities, the shares covered in any such agreement shall be treated on a pro rata basis with the Common Shares requested by the Key Shareholders to be included in such registration. The Company will select the managing underwriters for any offering made pursuant to this Section 2.1.1.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim (a) At any time that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% Seller beneficially owns any of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock Registrable Securities (including the Shares) as defined below), if Ionatron proposes to be distributed under the Plan have been distributed in accordance prepare and file with the PlanSecurities and Exchange Commission (the "Commission") one or more Eligible Shares registration statements or post-effective amendments thereto covering equity or debt securities of Ionatron (eachother than in connection with a merger, an “Eligible Stockholder” and, acquisition or pursuant to Form S-8 or successor form) (collectively, the “Eligible Stockholders”) "Registration Statement"), it will give written notice of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement its intention to do so by registered mail ("Notice"), at least 20 ten (10) days prior to the proposed initial filing date orof each such Registration Statement, to the Seller. Upon the written request of Seller, made within five (5) days after receipt of the Notice, that Ionatron include any of Seller's Registrable Securities in the case of any Subsequent proposed Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior Statement, Ionatron shall, as to the proposed filing date)Seller, as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration under the Act of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company Registrable Securities which it has been so requested to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementregister ("Piggyback Registration"); provided, however, that if, in the Company will have no obligation opinion of Ionatron's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Registrable Securities requested to add Eligible Stockholders be registered, when added to the Shelf Registration Statement securities being registered by Ionatron, will exceed the maximum amount of Ionatron's securities which can be marketed or adversely affect the entire offering, then, subject to the provisions of Section 6.1(b) below, Ionatron may exclude from such offering all or a portion of the Registrable Securities which it has been requested to register. The term "Registrable Securities" means (i) the Stock Consideration and (ii) any Ionatron Common Stock issued as selling securityholders more frequently than once every 30 calendar daysa dividend or other distribution with respect to, in exchange for or in replacement of the Stock Consideration; provided that any such Stock Consideration or Ionatron Common Stock shall not be considered Registrable Securities at such time as all of such shares held by a holder may be freely traded (without registration under the Securities Act) under Rule 144 promulgated under the Securities Act or otherwise.

Piggyback Registration. The (a) If at any time the Company will notify each record determines to file a registration statement (including pursuant to the request of any security holder of the Company which has the right to require the Company to file such a General Unsecured Claim registration statement) under the Securities Act of 1933, as amended (the "1933 ACT"), to register an offering of shares of Common Stock, it must give to the Holders written notice of such determination at least 15 days prior to each such filing. If, within 15 days after receipt of any such notice, any Holder so requests in writing, the Company must include in such registration statement all of such Holder's shares of Common Stock purchasable or purchased from time to time upon exercise of such Holder's Warrants that holds 855,000 such Holder requests to be so included. All such Warrant Shares, together with any other shares of Common Stock the holders of which have the right to require the Company to include such shares in any such registration statement, are sometimes referred to herein as the "REGISTRABLE SECURITIES." (or b) Any Registrable Securities of a Holder that are to be included in an underwritten public offering pursuant to this Section 8 shall be offered and sold upon such lesser terms as the managing underwriters thereof determine; provided, however, that any such terms must be the same as the terms to which any other holder of Registrable Securities will be bound and must not be substantially different from the terms pursuant to which the Company and any other security holder selling shares of Common Stock in such offering are selling such shares. The managing underwriters may condition any Holder's participation in such an underwritten public offering upon such Holder's execution of an underwriting agreement containing customary terms and conditions. If the managing underwriters for an underwritten public offering determine that the number of shares of Common Stock as proposed to be sold in such offering would equal 10% adversely affect the marketing of the aggregate shares of Common Stock proposed to be sold in such offering would adversely affect the marketing of the shares of Common Stock to be sold by the Company therein or by the person or persons who exercised their right to require the Company to register such offering under the 1933 Act, then the number of shares that may be included in the underwriting pursuant to this Section 8(b) shall be allocated, first, to the Company and Preferred Holders as provided by the terms of the Investor Rights Agreement by and between the Company and certain holders of the Company's Series A Preferred Stock, dated May 22, 1999; and, second, to all other shareholders participating in such underwritten offering on a pro rata basis. If any Holder which has elected to participate in an underwritten public offering determines that it does not approve of the terms of any such offering prior to the effectiveness of the related registration statement under the 1933 Act, then such Holder may elect to withdraw therefrom by giving written notice of such withdrawal to the Company and the managing underwriters delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. (c) All registration rights granted under this Section 8 shall terminate and be of no further force or effect from and after the fifth anniversary of the effective date under the 1933 Act of the registration statement for the Company's first firm commitment underwritten public offering of shares of Common Stock outstanding after (the "INITIAL OFFERING"). A Holder shall not be entitled to exercise its registration rights under this Section 8 at any time that (i)(A) the Initial Offering has been completed; (B) the Company is subject to and is in compliance with the applicable reporting requirements under the Securities Exchange Act of 1934, as amended; and (C) all Warrant Shares beneficially owned by such Holder may be sold pursuant to Rule 144(k) under the 1933 Act, and (ii) all Warrant Shares held by and issuable to such Holder (and its affiliates, partners, former partners, members and former members) may be sold under Rule 144 during any ninety (90) day period. If at any time the Warrants are exercisable, in whole or in part, for any securities other than shares of Non-Voting Common Stock then the provisions of this Section 8 shall apply equally to the registration of any offering of that class or series of securities. (d) In connection with any offering of Warrant Shares pursuant to the provisions of this Section, Company and Holder shall be obligated to indemnify each other (and the officers, directors and controlling Person thereof) pursuant to the terms of Section 2.9 (entitled "Indemnification") of the Non-Preferred Holder Rights Agreement by and between the Company and certain of its investors, executed March 29, 2000. (e) Notwithstanding anything to the contrary herein, the Company shall not be obligated to register any Warrants or Warrant Certificates pursuant to this Agreement. (f) Notwithstanding anything to the contrary set forth herein: (i) The provisions of this Section 8 shall not apply to any registration statement that is being filed to register the offering of (A) securities being offered in the Initial Offering, (B) securities to be issued solely in connection with the acquisition of any entity or business, (C) securities issuable solely pursuant to employee benefit plans (including pursuant to the Sharesexercise of stock options), or (D) securities the offering of which is being registered on a registration form that does not permit the registration of the offering of securities for security holders. (ii) The Company may withdraw any registration statement referred to be distributed under the Plan have been distributed in this Section 8 in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) provisions of the proposed filing 1933 Act without thereby incurring any liability to any Holder of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysWarrants.

Piggyback Registration. The (a) If at any time, and from time to time, the Company will notify each record holder of proposes to— (A) file a General Unsecured Claim that holds 855,000 (or such lesser number of shares registration statement under the Securities Act with respect to an underwritten offering of Common Stock as would equal 10% of the aggregate number Company or any securities convertible or exercisable into Common Stock of shares the Company (other than with respect to a registration statement (i) on Form S-8 or any successor form thereto, (ii) on Form S-4 or any successor form thereto or (iii) another form not available for registering the Registrable Securities for sale to the public, whether or not for its own account; or (B) conduct an underwritten offering constituting a “takedown” of a class of Common Stock outstanding after all shares of or any securities convertible or exercisable into Common Stock registered under a shelf registration statement previously filed by the Company; the Company shall give written notice (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible StockholdersPiggyback Notice”) of such proposed filing or underwritten offering to the Holders at least ten (10) Business Days before the anticipated filing date. Such notice shall include the number and class of securities proposed to be registered or offered, the proposed date of filing of such registration statement or the Mandatory Registration Statement or conduct of such underwritten offering, any Subsequent Registration Statement at least 20 days prior to proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed filing date maximum offering price of such securities as such price is proposed to appear on the front cover page of such registration statement (or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder Underwritten Offering, would appear on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing datefront cover page of a registration statement), as promptly as practicable prior to and shall offer the filing date. Each such Eligible Stockholder shall be given an Holders the opportunity to include in register such Registration Statement all or any part amount of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of Registrable Securities as each Holder may request on the above-described notice by the Company, so notify the Company in writing, same terms and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, conditions as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In Company’s and/or the event an Eligible Stockholder is not known by holders of other securities of the Company securities, as the case may be (a “Piggyback Offering”). Subject to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible StockholderSection 7(b), the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder will include in each Piggyback Offering all Registrable Securities for which the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by Company has received written requests for inclusion within five (5) Business Days after the SEC, by means of a Prospectus supplement to date the Shelf Registration StatementPiggyback 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; provided further, however that, in the case of an underwritten offering in the form of a “takedown” under a shelf registration statement, such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be offered. (b) The Company will cause the managing underwriter or underwriters of the proposed offering to permit the Holders that have requested Registrable Securities to be included in the Piggyback Offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advises the Company and the selling Holders in writing that, in its view, the total amount of securities that the Company, such Holders and any other holders entitled to participate in such offering (“Other Holders”) propose to include in such offering is such as to materially adversely affect the success of such underwritten offering, then: (A) if such Piggyback Offering is an underwritten primary offering by the Company for its own account, the Company will have no include in such Piggyback Offering: (i) first, all securities to be offered by the Company; (ii) second, up to the full amount of securities requested to be included in such Piggyback Offering by the Holders; and (iii) third, up to the full amount of securities requested to be included in such Piggyback Offering by all Other Holders; (B) if such Piggyback Offering is an underwritten secondary offering for the account of Other Holders exercising “demand” rights (including pursuant to a Demand Registration Request), the Company will include in such registration: (i) first, all securities of the Other Holder exercising “demand” rights (including pursuant to a Demand Registration Request) requested to be included therein; (ii) second, up to the full amount of securities proposed to be included in the registration by the Company; and (C) third, up to the full amount of securities requested to be included in such Piggyback Offering by the Holders and any Other Holders entitled to participate therein, allocated pro rata among such Holders and Other Holders on the basis of the amount of securities requested to be included therein by each such Holder or Other Holder; 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 materially adversely affecting the success of such Piggyback Offering. (c) If at any time after giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to the Piggyback Offering, the Company determines for any reason not to register or delay the registration of the Piggyback Offering, the Company may, at its election, give notice of its determination to all Holders, and in the case of such a determination, will be relieved of its obligation to add Eligible Stockholders register any Registrable Securities in connection with the abandoned or delayed Piggyback Offering, without prejudice. (d) Any Holder of Registrable Securities requesting to be included in a Piggyback Offering may withdraw its request for inclusion by giving written notice to the Shelf Company, at least three (3) Business Days prior to the anticipated Effective Date of the Registration Statement as selling securityholders more frequently than once every 30 calendar daysfiled in connection with such Piggyback Offering, or in the case of a Piggyback Offering constituting a “takedown” off of a shelf registration statement, at least three (3) Business Days prior to the anticipated date of the filing by the Company under Rule 424 of a supplemental prospectus (which shall be the preliminary supplemental prospectus, if one is used in the “takedown”) with respect to such offering, of its intention to withdraw from that registration; provided, however, that (i) the Holder’s request be made in writing and (ii) the withdrawal will be irrevocable and, after making the withdrawal, a Holder will no longer have any right to include its Registrable Securities in that Piggyback Offering.

Piggyback Registration. The Company will notify each record holder In the event that (i) Holdings proposes to register (including, for this purpose, a registration effected by Holdings for any of a General Unsecured Claim its stockholders other than the Seller) any of its securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) in connection with the public offering of such securities solely for cash, and (ii) Holdings determines, in its sole discretion that holds 855,000 (the inclusion of Restricted Stock would not adversely impact the proposed registration or such lesser number of shares of Common Stock as would equal 10% any related transaction or activity, Holdings shall give the Sellers’ Representative, on behalf of the aggregate number Seller, notice of shares of Common Stock outstanding after all shares of Common such registration and the opportunity to request that the Restricted Stock (including up to a maximum amount determined by Holdings in its discretion) be included in such registration statement on customary terms and on substantially the Sharessame terms and conditions on which other shares are included under the registration. Upon the request of the Seller given within ten (10) days after notice is given by Holdings to the Sellers’ Representative, Holdings shall, subject to the provisions of this Section 6, cause to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) registered all of the proposed filing applicable Seller Shares that the Seller has requested to be included in such registration. Holdings shall have the right to terminate or withdraw any registration initiated by it under this Section 6 before the effective date of such registration, whether or not the Seller has elected to include any of the Mandatory Registration Statement or Seller Shares in such registration, and Holdings shall have no obligation under this Section 6 to undertake any Subsequent Registration Statement registration of securities at least 20 days prior any time. It shall be a condition precedent to the proposed filing date or, in the case obligations of Holdings to take any Subsequent Registration Statement or action pursuant to this Section 6 with respect to an Eligible Stockholder not known by the Company Seller Shares that the Seller furnish to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, Holdings such information regarding itself, its Eligible the Seller Shares held by it, and the intended method of disposition of such securities as is reasonably required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Seller Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt The Seller shall bear all of the foregoing information Seller’s costs and expenses (including selling expenses) incurred in connection with registrations, filings, or qualifications of the Seller Shares pursuant to this Section 6. Holdings shall have the right to request and promptly receive from such Eligible Stockholder, the Company Seller any incremental costs associated with the inclusion of the Seller Shares under any registration statement. The Seller’s right to request registration or inclusion of the Seller Shares in any registration pursuant to this Section 6 shall use its commercially reasonable best efforts to name such Eligible Stockholder as terminate when all of the Seller Shares could be sold within a selling securityholder in three month period under Rule 144 of the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement Securities Act. Notwithstanding anything to the Shelf Registration Statement; providedcontrary contained in this Section 6, however, that the Company will this Section 6 shall only apply to Restricted Stock as to which certificates have no obligation to add Eligible Stockholders been delivered to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days[Sellers’ Representative, on behalf of Seller][Seller] in accordance with Section 2 above.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) If, at any time and from time to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectivelytime, the “Eligible Stockholders”) Company proposes to register any of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated Equity Securities under the Securities Act to effect the registration in connection with an underwritten public offering of the Eligible Shares. In the event an Eligible Stockholder is not known by such shares of such Equity Securities, then the Company will promptly give notice to be an Eligible Stockholder until the Holder of its intention to do so. Upon the request of any Holder received within ten (10) days after the time such Shelf Registration Statement is filed, upon receipt of any such notice from the foregoing information from such Eligible StockholderCompany, the Company shall use its commercially reasonable best efforts will, in each instance, cause such Holder’s Warrant Shares to name such Eligible Stockholder be registered under the Securities Act and registered or qualified, as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendmentcase may be, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementunder any state securities laws; provided, however, that the obligation to give such notice and to cause such registration shall not apply to any registration (a) on Form S-8 (or any successor form), (b) of solely a dividend reinvestment plan or (c) for the sole purpose of offering registered securities to another Person in connection with the acquisition of assets or Equity Securities of such Person or in connection with a merger, consolidation, combination or similar transaction with such Person. In connection with any underwritten offering of securities on behalf of the Company or any Stockholder, the Company shall not be required to include any Warrant Shares held by a Holder unless the Holder agrees to the reasonable and customary terms of the underwriting; provided, however, that (i) such Holder shall not be required to make any representation other than that it being the owner of the applicable Warrant Shares (subject to exercise of the applicable portion of this Warrant) that are being included in the offering and that it has full power and authority to transfer them pursuant such offering, and (ii) the total indemnification or other liability of such Holder thereunder shall be limited to the aggregate net cash proceeds received by such Holder from the sale of such Warrant Shares in such offering. The Company will have no obligation include in any registration effected pursuant to add Eligible Stockholders this Section 8.3 (i) first, securities offered to be sold by the Shelf Registration Statement Company and by any holder of demand registration rights that is exercising such rights in connection with such registration, (ii) second, the Piggyback Shares, in each case pro rata based on the number of Warrant Shares held thereby (in such quantity as selling securityholders more frequently than once every 30 calendar dayswill not, in the written opinion of the underwriters, jeopardize the success of the offering), and (iii) third, any other securities requested to be included in such registration (in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering).

Piggyback Registration. The (a) if at any time after giving written notice of its intention to register any securities and prior to the effective date of such registration, the Company will notify each record holder shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, (A) in the case of a General Unsecured Claim determination not to register, the Company 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, the Company shall be permitted to delay registration of any Registrable Securities requested to be included in such registration for the same period as the delay in registering such Other Securities, but, in either such case, without prejudice to the rights of the Holders under Section 2; (b) if the registration referred to in the first sentence of this Section 3 is to be a registration in connection with an underwritten offering on behalf of any of the Company, holders of securities (other than Registrable Securities) of the Company ("Other Holders") or Holders of Registrable Securities, and the managing underwriter for such offering advises the Company in writing that, in such firm's opinion, such offering would be materially and adversely affected by the inclusion therein of Registrable Securities requested to be included therein pursuant to this Section 3 because such Registrable Securities are not of the same type, class or series as the securities to be offered and sold in such offering on behalf of the Company, the Other Holders and/or the Holders of Registrable Securities, the Company may exclude all such Registrable Securities requested to be included therein pursuant to this Section 3 from such offering. (ii) if the registration referred to in the first sentence of this Section 3 is to be a registration in connection with an underwritten primary offering on behalf of the Company, and the managing underwriter for such offering advises the Company in writing that, in such firm's opinion, such offering would be materially and adversely affected by the inclusion therein of the Holder's Registrable Securities requested to be included therein pursuant to this Section 3 because the number or principal amount of such Registrable Securities, considered together with the number or principal amount of securities proposed to be offered by the Company, exceeds the Maximum Marketable Amount, the Company shall include in such registration (1) first, the lesser of (A) all securities the Company proposes to sell for its own account ("Company Securities") and (B) the number or principal amount of Company Securities that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10represents 80% of the aggregate total number or principal amount of shares the Maximum Marketable Amount (or the fair market value of Common Stock outstanding after all shares the Maximum Marketable Amount if such Registrable Securities are not of Common Stock the same type, class or series as the Company Securities) included in such registration; (including 2) second, the Shareslesser of (A) the number or principal amount of Registrable Securities requested to be distributed under included therein pursuant to this Section 3 and (B) the Plan have been distributed number or principal amount of such Registrable Securities that represents 20% of the total number or principal amount of the Maximum Marketable Amount (or the fair market value of the Maximum Marketable Amount if such Registrable Securities are not of the same type, class or series as the Company Securities) included in such registration (in either case, allocated among the Holders in accordance with the Planagreement of the Holders with respect thereto as provided in Section 11(a)) or more Eligible Shares ; and (each, an “Eligible Stockholder” and, collectively3) third, the “Eligible Stockholders”number or principal amount of securities, if any, requested to be included therein by Other Holders (in excess of the number or principal amount of Company Securities and such Registrable Securities) which, in the opinion of such underwriter, can be so sold without materially and adversely affecting such offering (allocated among such Other Holders on the basis of the number or principal amount (or the fair market value of such securities if the securities are not of the same type, class or series) of the proposed filing of securities requested to be included therein by each such Other Holder); and (iii) if the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior registration referred to the proposed filing date or, in the case first sentence of any Subsequent Registration Statement or this Section 3 is to be a registration in connection with respect an underwritten secondary offering on behalf of Other Holders made pursuant to an Eligible Stockholder not known demand registration rights granted by the Company to be an Eligible Stockholder such Other Holders or on behalf of a Holder of Registrable Securities made pursuant to Section 2 of this Agreement (the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date"Initiating Holders"), as promptly as practicable prior to and the filing date. Each managing underwriter for such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify offering advises the Company in writingwriting that, and in such notice shall inform firm's opinion, such offering would be materially and adversely affected by the Company inclusion therein of the Holder's Registrable Securities requested to be included therein pursuant to this Section 3 because the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition or principal amount of such Registrable Securities, considered together with the number or principal amount of securities as is required pursuant proposed to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known be offered by the Company to be an Eligible Stockholder until after Initiating Holders, exceeds the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible StockholderMaximum Marketable Amount, the Company shall use include in such registration; (1) first, all securities any such Initiating Holder proposes to sell for its commercially reasonable best efforts to name own account (the "Initiating Holder Securities"); (2) second, the number or principal amount of such Eligible Stockholder as a selling securityholder Registrable Securities (in excess of the number or principal amount of Initiating Holder Securities) which, in the Shelf Registration Statement by means opinion of a pre-effective amendmentsuch underwriter, by means can be sold without materially and adversely affecting such offering (allocated among the Holders in accordance with the agreement of a post-effective amendment orthe Holders with respect thereto as provided in Section 11(a)); and (3) third, the number or principal amount of securities, if permitted any, requested to be included therein by the SEC, by means of a Prospectus supplement Other Holders to the Shelf Registration Statement; provided, however, that which clause (1) does not apply or the Company will have no obligation (in excess of the number or principal amount of Initiating Holder Securities and such Registrable Securities) which, in the opinion of such underwriter, can be so sold without materially and adversely affecting such offering (allocated among such Other Holders and the Company on the basis of the number or principal amount (or the fair market value of such securities if the securities are not of the same type, class or series) of the securities requested to add Eligible Stockholders to be included therein by each such Other Holder or the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days.Company; and

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by If the Company at any time proposes to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or register any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act (including, without limitation, pursuant to effect the registration a demand of any stockholder of the Eligible SharesCompany exercising registration rights) for sale to the public (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities and to each Shareholder of its intention to do so. In Upon the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time written request of any of such Shelf Registration Statement is filed, upon receipt holders of the foregoing information from Registrable Securities and/or any such Eligible StockholderShareholders, given within twenty (20) days after receipt by such Person of such notice, the Company shall will, subject to the limits contained in this Section 4, use its commercially reasonable best efforts to name cause all such Eligible Stockholder as a selling securityholder in Registrable Securities of said requesting holders and all such Common Stock of said requesting Shareholders to be registered under the Shelf Registration Statement by means of a pre-effective amendmentSecurities Act and qualified for sale under any state blue sky law, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of said Registrable Securities and Common Stock so registered; provided, however, that if the Company will is advised in writing in good faith by any managing underwriter of the Company's securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; provided that the shares to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons not having contractual, incidental registration rights pursuant to an agreement which is not this Agreement or the Registration Rights Agreement dated as of July 31, 1997 by and among the Company and the AHI Shareholders, (iii) securities held by the Shareholders and the AHI Shareholders on a pro rata basis (based upon the aggregate number of Registrable Securities held by such holders), and (iv) the Registrable Securities sought to be included by the holders as determined on a pro rata basis (based upon the aggregate number of Registrable Securities held by such holders); provided further however, that in the event the holders Registrable Securities shall have no obligation received in the aggregate net proceeds of at least $30 million from the previous sale of Registrable Securities, then the securities sought to add Eligible Stockholders be included by the Shareholders and the Registrable Securities sought to be included by the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysholders shall be reduced on a pro rata basis notwithstanding clauses (iii) and (iv) above." * * *

Piggyback Registration. The If the Company at any time proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Restricted Stock for sale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention so to do. Upon the written request of any such holder, received by the Company within 30 days after the giving of any such notice by the Company, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will notify each record use reasonable efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. In the event that any registration pursuant to this Section 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Restricted Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Restricted Stock owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that, in the case of a General Unsecured Claim that holds 855,000 registration subsequent to the consummation of the Company’s initial public offering, Restricted Stock shall not be excluded from such registration to the extent such exclusion shall result in less than twenty-five percent (or such lesser 25%) of the total number of shares of Common Stock as would equal 10% to be included in such registration offering being made available for shares of Restricted Stock, unless holders of Restricted Stock have requested inclusion in such registration of less than twenty-five percent (25%) of the aggregate total number of shares of Common Stock outstanding after to be sold in such registration, in which case all such requested shares must be included in such registration statement. Notwithstanding the foregoing provisions, the Company may withdraw or suspend any registration statement referred to in this Section 2 without thereby incurring any liability to the holders of Restricted Stock. The rights of a holder of Restricted Stock to request inclusion of shares of Common Restricted Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required registration statement pursuant to Regulation S-K promulgated this Section 2 shall cease at such time as such holder’s shares may be sold pursuant to Rule 144(k) under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filedAct, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysor any successor provision thereto.

Piggyback Registration. The Company will notify If COMPANY proposes at any time one year after COMPANY has completed the IPO during the period ending five (5) years from the date hereof for any reason to register any of its securities under the SECURITIES ACT (other than pursuant to a REGISTRATION STATEMENT on Forms S-8, S-4 or similar or successor form), it shall each record holder such time pr▇▇▇▇▇▇ ▇ive written notice to each of Dr. Berd and TJU of its intention so to do, and, upon the wri▇▇▇▇ ▇▇▇▇est of either (a General Unsecured Claim that holds 855,000 "SELLING SHAREHOLDER"), given within 30 days after receipt of any such notice, to register any of such party's SHARES (or such lesser number of shares of Common Stock as would equal 10% of which request shall specify the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) SHARES intended to be distributed under the Plan have been distributed in accordance with the Plan) sold or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part disposed of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, party and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and state the intended method of disposition of such securities as is required pursuant SHARES), COMPANY shall use its best efforts to Regulation S-K promulgated cause all such SHARES to be registered under the Securities Act to effect the registration SECURITIES ACT promptly upon receipt of the Eligible Shareswritten request of a SELLING SHAREHOLDER for such registration, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as set forth in such request) by a SELLING SHAREHOLDER. In the event that the proposed registration by COMPANY is, in whole or in part, an Eligible Stockholder is not known by the Company underwritten public offering of securities of COMPANY, any request pursuant to this Section 3.01 (b) to register SHARES may specify that such SHARES are to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder included in the Shelf Registration Statement by means underwriting (a) on the same terms and conditions as the SHARES of a pre-effective amendment, by means of a post-effective amendment orCOMMON STOCK, if permitted by any, otherwise being sold through underwriters under such registration or (b) on terms and conditions comparable to those normally applicable to offerings of COMMON STOCK in reasonably similar circumstances in the SECevent that no SHARES of COMMON STOCK, by means of a Prospectus supplement to the Shelf Registration Statementother than such party's SHARES, are being sold through underwriters under such registration; provided, however, that the Company will have no obligation to add Eligible Stockholders "piggyback" registration rights shall be subject to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar dayscutback in the sole discretion of the underwriter for the COMPANY, provided that such cutback is on a pro rata basis with all other SHARES to be sold in such offering, except for (i) those SHARES that are newly issued by the COMPANY and (ii) those SHARES that are subject to the demand rights of other parties.

Piggyback Registration. The (a) If the Company will notify each record holder at any time (other than pursuant to Section 4 or Section 13) proposes to register any of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed its securities under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior Securities Act for sale to the proposed filing date orpublic, in whether for its own account or for the case account of any Subsequent Registration Statement other security holders or both (except with respect to an Eligible Stockholder not known registration statements on Forms S-4, S-8 or any successor for▇▇ ▇▇▇▇▇to), each such time it will give written notice to all Holders of outstanding Restricted Stock of its intention so to do; PROVIDED HOWEVER that no such notice shall be required after such time that the Company ceases to have registration obligations under this Section 5. Upon the written request of any such Holder, received by the Company to be an Eligible Stockholder on within ten (10) days after the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part giving of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice to register any of its Restricted Stock (which request shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the Holder (in accordance with its written request) of such securities as is required Restricted Stock so registered. (b) If any registration pursuant to Regulation S-K promulgated under this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the Securities Act number of shares of Restricted Stock to effect be included in such an underwriting may be reduced pro rata among the registration requesting Holders based upon the number of shares of Restricted Stock owned by such Holders if and to the extent that the managing underwriter shall be of the Eligible Shares. In opinion that such inclusion would adversely affect the event an Eligible Stockholder is not known marketing of the securities to be sold by the Company therein; PROVIDED, HOWEVER, that: (1) if the Company registers any of its securities for its own account in such underwriting, such number of shares of Restricted Stock shall not be reduced if any shares are to be an Eligible Stockholder until after included in such underwriting for the time account of any person other than the Company or requesting Holders of Restricted Stock or (2) if the Company does not register any of its securities for its own account in such Shelf Registration Statement is filedunderwriting, upon receipt the number of shares of Restricted Stock to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting unless the Holders of more than 60% of the Restricted Securities consent to the inclusion of such other securities. (c) Notwithstanding the foregoing information from such Eligible Stockholderprovisions of this Section 5, the Company shall use its commercially reasonable best efforts may withdraw any registration statement referred to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement this Section 5 without thereby incurring any liability to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysHolders of Restricted Stock.

Piggyback Registration. (a) If at any time, and from time to time, after an IPO, the Company proposes to: (A) file a registration statement under the Securities Act with respect to an underwritten offering of Ordinary Shares (other than with respect to a registration statement (i) on Form S-8, (ii) on Form S-4 or (iii) another form not available for registering the Registrable Securities for sale to the public), whether or not for its own account; or (B) conduct an underwritten offering constituting a “takedown” of Ordinary Shares registered under a Shelf Registration Statement previously filed by the Company; the Company shall give written notice (the “Piggyback Notice”) of such proposed filing or underwritten offering to each Holder at least twenty (20) Business Days before the anticipated filing date. Such notice shall include the number and class of securities proposed to be registered or offered, the proposed date of filing of such registration statement or the conduct of such underwritten offering and any proposed means of distribution of such securities, and shall offer the Holder the opportunity to register such amount of Registrable Securities as the Holder may request on the same terms and conditions as the registration of the Company’s and/or the holders of other of the Company’s securities, as the case may be (a “Piggyback Offering”), in each case provided that (i) such Holder holds at least one percent (1%) or more of the Registrable Securities (excluding, solely for purposes of calculating the number of issued Ordinary Shares used in the denominator of that calculation, the MIP Shares, the MIP Awards and any Ordinary Shares issued pursuant to the terms of the Opioid Trust CVR) and (ii) such Holder’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 6(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 a Piggyback Offering under such Shelf Registration Statement. (b) The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (cause the managing underwriter or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) underwriters of the proposed filing 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 Mandatory Registration Statement 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 Subsequent Registration Statement at least 20 days time after giving the Piggyback Notice and prior to the proposed filing date time sales of securities are confirmed pursuant to the Piggyback Offering, the Company determines for any reason not to register or delay the registration of the Piggyback Offering, the Company may, at its election, give notice of its determination to the requesting Holders, and in the case of such a determination, will be relieved of its obligation to register any Registrable Securities in connection with the abandoned or delayed Piggyback Offering, without prejudice. (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 the Registration Statement filed in connection with such Piggyback Offering, or, in the case of any Subsequent a Piggyback Offering constituting a “takedown” off of a Shelf Registration Statement or Statement, at least three (3) Business Days prior to the anticipated date of the filing by the Company under Rule 424 of a supplemental prospectus (which shall be the preliminary supplemental prospectus, if one is used in the “takedown”) with respect to an Eligible Stockholder not known by the Company such offering, of its intention to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information withdraw from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementthat registration; provided, however, that (i) the Company 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 no obligation any right to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysinclude its Registrable Securities in that Piggyback Offering.

Piggyback Registration. The If the Company will notify each record holder at any time proposes to register any of its equity securities (as defined in the Exchange Act) under the Securities Act (other than pursuant to Section 3.1 or pursuant to a General Unsecured Claim that holds 855,000 (Special Registration), whether or such lesser number of shares of Common Stock as would equal 10% of not for sale for its own account, and the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) registration form to be distributed under used may be used for the Plan have been distributed in accordance with the Plan) or more Eligible Shares (eachregistration of Registrable Securities, an “Eligible Stockholder” it shall each such time give prompt written notice to all Holders of its intention to do so and, collectively, upon the “Eligible Stockholders”) written request of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior Holder given to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by Company within 30 days after the Company has given any such notice (which request shall specify the Registrable Securities intended to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each disposed of by such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares Holder and the intended method of disposition of such securities as is required pursuant thereof), the Company will use its reasonable best efforts to Regulation S-K promulgated effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to effect register by the registration Holders thereof, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Eligible Shares. In Registrable Securities so to be registered, provided that: (a) if such registration shall be in connection with the event an Eligible Stockholder initial public offering of Common Stock, the Company shall not include any Registrable Securities in such proposed registration if the Board shall have determined, after consultation with the managing underwriters for such offering, that it is not known in the best interests of the Company to include any Registrable Securities in such registration, provided that, if the Board makes such a determination, the Company shall not include in such registration any securities not being sold for the account of the Company; (b) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each Holder that was previously notified of such registration and, thereupon, shall not register any Registrable Securities in connection with such registration (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders to request that a registration be effected under Section 3.1; and (c) if the Company shall be advised in writing by the managing underwriters (or, in connection with an offering which is not underwritten, by a nationally recognized investment banker) that in their or its opinion the number of securities requested to be included in such registration (whether by the Company, pursuant to this Section 3.2 or pursuant to any other rights granted by the Company to a holder or holders of its securities to request or demand such registration or inclusion of any such securities in any such registration) exceeds the number of such securities which can be an Eligible Stockholder until after sold in such offering (i) the time Company shall include in such Shelf Registration Statement is filedregistration the number (if any) of Registrable Securities so requested to be included which in the opinion of such underwriters or investment banker, upon receipt as the case may be, can be sold and subject to subclause (ii) below, shall not include in such registration any securities (other than securities being sold by the Company, which shall have priority in being included in such registration) so requested to be included other than Registrable Securities unless all Registrable Securities requested to be so included are included therein, and (ii) if in the opinion of such underwriters or investment banker, as the case may be, some but not all of the foregoing information from Registrable Securities may be so included, all holders of Registrable Securities requested to be included therein shall share pro rata in the number of shares of Registrable Securities included in such Eligible Stockholderpublic offering on the basis of the number of Registrable Securities requested to be included therein by such holders, provided that, in the case of a registration initially requested or demanded by a holder or holders of securities other than Registrable Securities, the Holders of the Registrable Securities requested to be included therein and the holders of such other securities shall share pro rata (based on the number of shares if the requested or demanded registration is to cover only Common Stock and, if not, based on the proposed offering price of the total number of securities included in such public offering requested to be included therein), and the Company shall so provide in any registration agreement hereinafter entered into with respect to any of its securities; and (d) if prior to the effective date of the registration statement filed in connection with such registration, the Company is informed by the managing underwriter (or, in connection with an offering which is not underwritten, by an investment banker) that the price at which such securities are to be sold is a price below that price which the requesting Holders shall have indicated to be acceptable, the Company shall use promptly notify the requesting Holders of such fact, and each such requesting Holder shall have the right to withdraw its commercially reasonable best efforts request to name have its Registrable Securities included in such Eligible Stockholder as a selling securityholder registration statement. The Company will pay all Registration Expenses in the Shelf Registration Statement by means connection with each registration of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement Registrable Securities requested pursuant to the Shelf Registration Statement; provided, however, that this Section 3.2. No registration effected under this Section 3.2 shall relieve the Company will have no from its obligation to add Eligible Stockholders effect registrations upon request under Section 3.1. The Company shall not be obligated to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar dayscause any registration that includes Registrable Securities pursuant to this Section 3.2 to be underwritten.

Piggyback Registration. The Company will notify each record holder (1) Whenever USI proposes to file a Registration Statement (other than with respect to the registration of a General Unsecured Claim that holds 855,000 (USI's Series A or such lesser number of Series B Common Stock Purchase Warrants and the shares of Common Stock as would equal 10% underlying such Warrants) and at any time thereafter and from time to time, it will, prior to such filing, give written notice to all holders of the aggregate number Registrable Shares of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) its intention to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” do so and, collectively, upon the “Eligible Stockholders”written request of a holder or holders given within ten (10) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in USI provides such notice (which request shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and state the intended method of disposition of such securities as is required pursuant Registrable Shares), USI shall use its best efforts to Regulation S-K promulgated cause all Registrable Shares which USI has been requested by such holder or holders to register to be registered under the Securities Act to effect the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such holder or holders; provided that USI shall have the right to postpone or withdraw any registration effected pursuant to this Section 7.2(b) without obligation to any holder. (2) In connection with any offering under this Section 7.2 involving an underwriting, USI shall not be required to include any Registrable Shares in such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon between USI and the underwriters selected by it, and then only in such quantity as will not, in the opinion of the underwriters, jeopardize the success of the offering by USI. If in the opinion of the managing underwriter or underwriters the registration of all, or part of, the Eligible Shares. In Registrable Shares which the event an Eligible Stockholder is not known by the Company holders have requested to be an Eligible Stockholder until after included would materially and adversely affect such public offering, then USI shall be required to include in the time underwriting only that number of Registrable Shares, if any, which the managing underwriter believes may be sold without causing such Shelf Registration Statement adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is filedless than the total number of shares which the holders of Registrable Shares have requested to be included, then the holders of Registrable Shares (either alone or in conjunction with the registration of shares of Common Stock held by other stockholders of USI) who have requested registration shall participate in the underwriting pro rata based upon receipt the combined ownership of the foregoing information from such Eligible Stockholder, Registrable Shares (or in any other proportion as agreed upon by all holders of Registrable Shares) together with the Company shall use its commercially reasonable best efforts total number of shares of Common Stock owned by other stockholders for whom USI has otherwise undertaken to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysregister shares.

Piggyback Registration. The 1. Subject to the terms hereof, if: (i) at any time or from time to time the Company or any shareholder of the Company shall determine to register any of its securities (except for registration statements relating to employee benefit plans or exchange offers), either for its own account or the account of a security holder; and (ii) the Purchaser is the beneficial owner of any Registrable Securities; the Company will notify each record holder promptly give to the Purchaser written notice thereof no less the 10 days prior to the filing of any registration statement; and include in such registration (and any related qualification under blue sky laws or other compliance), and in the underwriting involved therein, if any, such Registrable Securities as Purchaser may request in a General Unsecured Claim writing delivered to the Company within 20 days after Purchaser's receipt of Company's written notice. 2. The Purchaser may participate in any number of registrations until all of the Shares held by such Purchaser have been distributed pursuant to a registration. 3. If any registration statement is an Underwritten Public Offering, the right of the Purchaser to registration pursuant to this Section shall be conditioned upon such Purchaser's participation in such reasonable underwriting arrangements as the Company shall make regarding the offering, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. The Purchaser and all other shareholders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section, if the managing underwriter concludes in its reasonable judgment that holds 855,000 the number of shares to be registered for selling shareholders (or including the Purchaser) would materially adversely effect such lesser offering, the number of Shares to be registered, together with the number of shares of Common Stock or other securities held by other shareholders proposed to be registered in such offering, shall be reduced on a pro rata basis based on the number of Shares proposed to be sold by the Purchaser as would equal 10% of compared to the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) proposed to be distributed under sold by all stockholders. If the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) Purchaser disapproves of the proposed filing terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than ten days before the effective date. The Registrable Securities excluded by the managing underwriter or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 120 days after the effective date of the Mandatory Registration Statement registration statement relating thereto, or such other shorter period of time as the underwriters may require. 4. The Company shall have the right to terminate or withdraw any Subsequent Registration Statement at least 20 days registration initiated by it under this Section prior to the proposed filing date or, in effectiveness of such registration whether or not the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity Purchaser has elected to include securities in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysregistration.

Piggyback Registration. The (a) If the Company will notify each record holder at any time during the Warrant Exercise Period proposes to register any of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed its securities under the Plan have been distributed in accordance with the Plan) or more Eligible Shares Securities Act (eachother than by a registration on Form S-8, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement ▇-▇ ▇▇ any successor similar forms or any Subsequent Registration Statement other form not available for registering the Registrable Securities) for sale to the public, whether or not for sale for its own account, it will each such time, at least 20 30 days prior to filing the proposed filing date orregistration statement, in give written notice to all holders of Registrable Securities (as defined herein) of its intention to do so. Upon the case written request of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by such holder made within 15 days after the Company receipt of any such notice (which request shall specify the Registrable Securities intended to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each disposed of by such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares holder and the intended method of disposition of such securities as is required pursuant thereof), the Company will use its best efforts to Regulation S-K promulgated effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to effect register by the holders of such Registrable Securities, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such (b) If (i) a registration pursuant to this Section 2.2 involves an underwritten offering of the Eligible Shares. In securities so being registered, whether or not for sale for the event an Eligible Stockholder is account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing, whether or not known the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are also to be included in such underwritten offering, and (ii) the managing underwriter of such underwritten offering shall inform the Company and the holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering, then the Company may include in such offering all securities proposed by the Company to be an Eligible Stockholder until after sold for its own account and may decrease the time such Shelf Registration Statement is filed, upon receipt number of Registrable Securities and other securities of the foregoing information from Company requested to be included in such Eligible Stockholder, registration by decreasing the number of Registrable Securities and other securities of the Company shall use its commercially reasonable best efforts requested to name be included in such Eligible Stockholder as a selling securityholder registration (pro rata on the basis of the number of shares of such securities held by such person immediately prior to the filing of the registration statement with respect to such registration) to the extent necessary to reduce the number of securities to be included in the Shelf Registration Statement registration to the level recommended by means the managing underwriter. (c) Except as otherwise provided in this Section 2.2, all expenses incurred in connection with each effective registration pursuant to Section 2.1 or Section 2.2 (excluding in each case underwriter's discounts and commissions applicable to Registrable Securities), including, without limitation, in each case, all registration, filing and National Association of a pre-effective amendmentSecurities Dealer fees; all fees and expenses of complying with securities or blue sky laws; all word processing, duplicating and printing expenses, messenger, delivery and shipping expenses; fees and disbursements of the accountants and counsel for the Company including the expenses of any special audits or "cold comfort" letters or opinions required by means or incident to such registrations; and the premiums and other costs of a post-effective amendment orpolicies of insurance against liabilities arising out of the public offering of the Registrable Securities; and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (but excluding underwriting discounts and commissions, if permitted any) shall be borne by the SECCompany. In all cases, by means each holder of a Prospectus supplement Registrable Securities shall pay the underwriter's discounts and commissions applicable to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar dayssecurities sold by such holder.

Piggyback Registration. (a) Each time that the Company proposes to Register a public offering solely of its Common Stock, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms (collectively, “Excluded Forms”), the Company shall promptly give written notice of such proposed Registration to the Investor, which shall offer the right to request inclusion of any Registrable Securities in the proposed Registration Statement. (b) The Company will notify each record holder of a General Unsecured Claim that holds 855,000 Investor shall have ten (10) days or such lesser longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities he/she/it intends to sell and the holder’s intended plan of disposition. (c) In the event that the proposed Registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request under Section 3(b) may specify that the Registrable Securities be included in the underwriting on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such Registration. (d) Upon receipt of a written request pursuant to Section 3(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of an underwritten public offering, determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the underwritten public offering pursuant to the Investors’ piggyback registration rights contained in this Section 3, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the Investor (such other shares hereinafter collectively referred to as the “Other Shares”), would equal 10% interfere with the successful marketing of the aggregate securities proposed to be included in the underwritten public offering, then the number of such shares to be included in such underwritten public offering shall be reduced, and shares shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, first by excluding shares held by the directors, officers, employees and founders of the Company, and then, to the extent necessary, by excluding Registrable Securities participating in such underwritten public offering, pro rata, based on the number of shares of Common Stock outstanding after Registrable Securities each such holder proposed to include. (f) If requested by the Company in connection with an underwritten public offering, all shares of Common Stock (including purchased by the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior Investor pursuant to the proposed filing date or, in Subscription Agreement shall be withheld from the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known market by the Company Investor for a period, not to be an Eligible Stockholder on exceed 6 months following a public offering, that the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), managing underwriter reasonably determines as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include necessary in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act order to effect the registration of underwritten public offering. The Investor shall execute such documentation as the Eligible Shares. In the event an Eligible Stockholder is not known by the Company managing underwriter reasonably requests to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a preevidence this lock-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysup.

Piggyback Registration. The If the Company will notify each record holder at any time proposes to register any of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed its securities under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior Securities Act for sale to the proposed filing date orpublic, in whether for its own account or for the case account of any Subsequent Registration Statement other security holders or both (except with respect to an Eligible Stockholder registration statements on Forms S-4, ▇-▇ ▇▇ another form not known available for registering the Registrable Shares for sale to the public), each such time it will give written notice to all holders of outstanding Registrable Shares of its intention to so do. Upon the written request of any such holder, received by the Company to be an Eligible Stockholder on within ten (10) days after the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part giving of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify to register any of its Registrable Shares, the Company will use its best efforts to cause the Registrable Shares as to which registration shall have been so requested to be included in writingthe securities to be covered by the registration statement proposed to be filed by the Company, and in such notice shall inform all to the Company of extent requisite to permit the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and sale or other disposition by the intended method of disposition holder of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect Registrable Shares so registered. If the registration of the Eligible Shares. In the event statement is to cover an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholderunderwritten distribution, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder cause the Registrable Shares requested for inclusion pursuant to this Section 4 to be included in the Shelf Registration Statement by means underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the Registrable Shares requested for inclusion pursuant to this Section 4 and other securities would interfere with the successful marketing of a pre-effective amendmentsmaller number of shares to be offered, then the number of Registrable Shares and other securities to be included in the offering (except for shares to be issued by means of a post-effective amendment orthe Company in an offering initiated by the Company) shall be reduced to the required level by reducing (down to zero, if permitted so required) the participation of the holders of Registrable Shares and the participation of the other holders of securities in such offering (such reduction to be pro rata among the holders thereof requesting such registration, based upon the number of shares of other securities owned by the SECsuch holders, by means of a Prospectus supplement except to the Shelf Registration Statement; provided, however, that extent the Company will have no obligation has entered into registration rights agreements as of the date hereof granting other holders priority in connection with underwriter cutbacks). Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to add Eligible Stockholders in this Section 4 without thereby incurring any liability to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysholders of the Registrable Shares.

Piggyback Registration. The (a) If at any time, and from time to time, the Company will notify each record holder of proposes to— (A) file a General Unsecured Claim that holds 855,000 (or such lesser number of shares registration statement under the Securities Act with respect to an underwritten offering of Common Stock as would equal 10% of the aggregate number Company or any securities convertible or exercisable into Common Stock of shares the Company (other than with respect to a registration statement (i) on Form S-8 or any successor form thereto, (ii) on Form S-4 or any successor form thereto or (iii) another form not available for registering the Registrable Securities for sale to the public), whether or not for its own account; or (B) conduct an underwritten offering constituting a “takedown” of a class of Common Stock outstanding after all shares of or any securities convertible or exercisable into Common Stock registered under a shelf registration statement previously filed by the Company; the Company shall give written notice (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible StockholdersPiggyback Notice”) of such proposed filing or underwritten offering to the Holders at least twenty (20) Business Days before the anticipated filing date. Such notice shall include the amount and class of securities proposed to be registered or offered, the proposed date of filing of such registration statement or the Mandatory Registration Statement or conduct of such underwritten offering, any Subsequent Registration Statement at least 20 days prior to proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed filing date maximum offering price of such securities as such price is proposed to appear on the front cover page of such registration statement (or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder Underwritten Offering, would appear on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing datefront cover page of a registration statement), as promptly as practicable prior to and shall offer the filing date. Each such Eligible Stockholder shall be given an Holders the opportunity to include in register such Registration Statement all or any part amount of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of Registrable Securities as each Holder may request on the above-described notice by the Company, so notify the Company in writing, same terms and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, conditions as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In Company’s and/or the event an Eligible Stockholder is not known by holders of other securities of the Company securities, as the case may be (a “Piggyback Offering”). Subject to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible StockholderSection (b), the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder will include in each Piggyback Offering all Registrable Securities for which the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by Company has received written requests for inclusion within ten (10) Business Days after the SEC, by means of a Prospectus supplement to date the Shelf Registration StatementPiggyback 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; provided further, however that, in the case of an underwritten offering in the form of a “takedown” under a shelf registration statement, such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be offered. (b) The Company will cause the managing underwriter or underwriters of the proposed offering to permit the Holders that have requested Registrable Securities to be included in the Piggyback Offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advises the Company and the selling Holders in writing that, in its view, the total amount of securities that the Company, such Holders and any other holders entitled to participate in such offering (“Other Holders”) propose to include in such offering is such as to materially adversely affect the success of such underwritten offering, then: (A) if such Piggyback Offering is an underwritten primary offering by the Company for its own account, the Company will have no include in such Piggyback Offering: (i) first, all securities to be offered by the Company; (ii) second, up to the full amount of securities requested to be included in such Piggyback Offering by the Holders and the Equity Holders and the Warrant 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; and (iii) third, up to the full amount of securities requested to be included in such Piggyback Offering by all other Other Holders; (B) if such Piggyback Offering is an underwritten secondary offering for the account of Other Holders exercising “demand” rights, the Company will include in such registration: (i) first, all securities of 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 Holders and the Equity Holders and the Warrant Holders entitled to participate in such offering (except for any of the foregoing groups to the extent such group was the group exercising such “demand” right), allocated pro rata among such holders on the basis of the amount of securities requested to be included therein by each such holder; (iii) third, up to the full amount of securities proposed to be included in the registration by the Company; and (iv) fourth, up to the full amount of securities requested to be included in such Piggyback Offering by any other Other Holders entitled to participate therein, allocated pro rata among such other Other Holders on the basis of the amount of securities requested to be included therein by each such other Other Holder; 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 materially adversely affecting the success of such Piggyback Offering. (c) If at any time after giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to the Piggyback Offering, the Company determines for any reason not to register or delay the registration of the Piggyback Offering, the Company may, at its election, give notice of its determination to all Holders, and in the case of such a determination, will be relieved of its obligation to add Eligible Stockholders register any Registrable Securities in connection with the abandoned or delayed Piggyback Offering, without prejudice. (d) Any Holder of Registrable Securities requesting to be included in a Piggyback Offering may withdraw its request for inclusion by giving written notice to the Shelf Company, at least three (3) Business Days prior to the anticipated Effective Date of the Registration Statement as selling securityholders more frequently than once every 30 calendar daysfiled in connection with such Piggyback Offering, or in the case of a Piggyback Offering constituting a “takedown” off of a shelf registration statement, at least three (3) Business Days prior to the anticipated date of the filing by the Company under Rule 424 of a supplemental prospectus (which shall be the preliminary supplemental prospectus, if one is used in the “takedown”) with respect to such offering, of its intention to withdraw from that registration; provided, however, that (i) the Holder’s request be made in writing and (ii) the withdrawal will be irrevocable and, after making the withdrawal, a Holder will no longer have any right to include its Registrable Securities in that Piggyback Offering.

Piggyback Registration. The If at any time after the Initial ---------------------- Public Offering, the Company will notify each record holder shall determine to register for its own account or the account of others under the Securities Act (including pursuant to a General Unsecured Claim that holds 855,000 (demand for registration of any shareholder of the Company) any of its equity securities, other than on Form S-8 or such lesser number of Form S-4 or their then equivalents relating to shares of Common Stock as would equal 10% to be issued solely in connection with any acquisition of the aggregate number of any entity or business or shares of Common Stock outstanding after all shares issuable in connection with stock option or other employee benefit plans, it shall send to each holder of Common Stock (Registrable Securities, including each holder who has the Shares) right to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (eachacquire Registrable Securities, an “Eligible Stockholder” written notice of such determination and, collectively, the “Eligible Stockholders”if within fifteen (15) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part after receipt of such Eligible Stockholder’s Eligible Shares. Each notice, such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, holder shall so notify the Company request in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name include in such Eligible Stockholder as registration statement all or any part of the Registrable Securities such holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a selling securityholder limitation on the number of shares of such Common Stock which may be included in the Shelf Registration Statement by means registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement Registrable Securities with respect to the Shelf Registration Statementwhich such holder has requested inclusion hereunder; provided, however, that all -------- ------- shares of Common Stock, or capital stock of the Company will convertible into Common Stock, that have no obligation to add Eligible Stockholders been granted registration rights pursuant to the Shelf Registration Statement terms of any of the Prior Purchase Agreements that are permitted to be included have been included that have been requested inclusion in such registration; provided, -------- further, however, that the Company shall not so exclude any Registrable ------- ------- Securities unless it has first excluded any securities (other than Registrable Securities) to be offered and sold by directors, officers or other employees of the Company or by holders who do not have contractual, incidental rights to include such securities (collectively, "Excludable Shares"); and provided, -------- further, however, that if all requested Registrable Securities are included in ------- ------- such registration, that as selling securityholders more frequently between the Company and holders of Registrable Securities, in no event shall the Registrable Securities included in such offering be limited to less than once every 30 calendar daystwenty-five percent (25%) of the aggregated shares offered. Any exclusion of Registrable Securities shall be made pro rata among the Investors (or their assigns) seeking to include such shares, in proportion to the number of such shares sought to be included by such Investors (or their assigns). No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2. The obligations of the Company under this Section 2.1 may be waived at any time upon the written consent of holders of sixty percent (60%) in interest of the Notes and shall expire on the tenth anniversary following the consummation of an Initial Public Offering.

Piggyback Registration. The If at any time the Company will notify each record determines ----------------------- to register under the Securities Act of 1933, as amended (including pursuant to a demand of any security holder of a General Unsecured Claim that holds 855,000 (or such lesser number the Company exercising registration rights), any of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of its Common Stock (including the Shares) except securities to be distributed under the Plan have been distributed issued solely in accordance connection with the Plan) any acquisition of any entity or more Eligible Shares (eachbusiness, an “Eligible Stockholder” andshares issuable solely upon exercise of stock options, collectivelyshares issuable solely pursuant to employee benefit plans or shares to be registered on any registration form that does not permit secondary sales), the “Eligible Stockholders”) it must give each Bank, written notice of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement such determination at least 20 thirty (30) days prior to the proposed filing date oreach such filing. If, within fifteen (15) days after receipt of such notice, any Bank Holder so requests in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by writing, the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to must include in such Registration Statement registration statement (to the extent permitted by applicable regulation) all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares Bank Holders' warrants and the intended method shares of disposition of Common Stock (or other securities representing Common Stock) purchasable or purchased from time to time under such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company Bank Holders' warrants (collectively, "REGISTRABLE SECURITIES") that such Bank Holder requests to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementregistered; provided, however, that the Company will have no obligation to add Eligible Stockholders Bank Holders' registration rights shall -------- ------- be subordinate in their entirety to the Shelf Registration Statement registration rights of the holders of the Series A Preferred Stock of the Company and the Bank Holders shall only be able to include such securities in any registration to the extent that the inclusion thereof will not reduce the amount of Registrable Securities (as selling securityholders more frequently than once every 30 calendar daysdefined in that certain Investor Rights Agreement dated June 5, 1995 between the Company and SpaceVest Fund, L.P.) of the holders of the Series A Preferred Stock. Any Registrable Securities which are included in any underwritten offering under this Section 8 will be sold upon such terms as the managing underwriters reasonably request. If such managing underwriter determines that a cutback in the number of shares to be registered is necessary, such cut back shall be effected on a pro rata basis among the shareholders of the Company requesting registration and the Bank. If any Bank Holder disapproves of the terms of such underwriting, such Bank Holder may elect to withdraw therefrom by written notice to the Company and the underwriter.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by If the Company at any time proposes to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or register any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act (including, without limitation, pursuant to effect the registration a demand of any stockholder of the Eligible SharesCompany exercising registration rights) for sale to the public (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities and to each Shareholder of its intention to do so. In Upon the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time written request of any of such Shelf Registration Statement is filed, upon receipt holders of the foregoing information from Registrable Securities and/or any such Eligible StockholderShareholders, given within twenty (20) days after receipt by such Person of such notice, the Company shall will, subject to the limits contained in this Section 4, use its commercially reasonable best efforts to name cause all such Eligible Stockholder as a selling securityholder in Registrable Securities of said requesting holders and all such Common Stock of said requesting Shareholders to be registered under the Shelf Registration Statement by means of a pre-effective amendmentSecurities Act and qualified for sale under any state blue sky law, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of said Registrable Securities and Common Stock so registered; provided, however, that if the Company will is advised in writing in good faith by any managing underwriter of the Company's securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; provided that the shares to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, (iii) securities held by the Shareholders, and (iv) the Registrable Securities sought to be included by the holders as determined on a pro rata basis (based upon the aggregate number of Registrable Securities held by such holders); provided further however, that in the event the holders Registrable Securities shall have no obligation received in the aggregate net proceeds of at least $30 million from the previous sale of Registrable Securities, then the securities sought to add Eligible Stockholders be included by the Shareholders and the Registrable Securities sought to be included by the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysholders shall be reduced on a pro rata basis notwithstanding clauses (iii) and (iv) above.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by If the Company at any time proposes to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or register any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act for sale to effect the public (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so. Upon the written request of any of such holders of the Eligible Shares. In the event an Eligible Stockholder is not known Registrable Securities, given within twenty (20) days after receipt by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt Person of the foregoing information from such Eligible Stockholdernotice, the Company shall will, subject to the limits contained in this Section 4, use its commercially reasonable best efforts to name cause all such Eligible Stockholder as a selling securityholder in Registrable Securities of said requesting holders to be registered under the Shelf Registration Statement by means of a pre-effective amendmentSecurities Act and qualified for sale under any state blue sky law, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company will have is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, that (a) in no obligation event shall the amount of Registrable Securities of selling Stockholders be reduced below ten percent (10%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities; and (b) any shares to add Eligible Stockholders be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and (iii) the Shelf Registration Statement Registrable Securities sought to be included by the holders thereof as selling securityholders more frequently than once every 30 calendar daysdetermined on a pro rata basis (based upon the aggregate number of Registrable Securities held by such holders).

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (If the Corporation at any time proposes for any reason to register Primary Shares or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed Other Shares under the Plan have been distributed in accordance with the Plan) Securities Act (other than on Form S-4 or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall give written notice to effect the Investors of its intention to so register such Primary Shares or Other Shares at least 30 days before the initial filing of such registration statement and, upon the written request, delivered to the Corporation within 20 days after delivery of any such notice by the Corporation, of the Eligible Shares. In Investors to include in such registration Registrable Shares (which request shall specify the event an Eligible Stockholder is not known by the Company number of Registrable Shares proposed to be an Eligible Stockholder until after included in such registration and shall state that such Investors desire to sell such Registrable Shares in the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholderpublic securities markets), the Company Corporation shall use its commercially reasonable best efforts to name cause all such Eligible Stockholder Registrable Shares to be included in such registration on the same terms and conditions as a selling securityholder the securities otherwise being sold in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementsuch registration; provided, however, that if the Company managing underwriter advises the Corporation that the inclusion of all Registrable Shares requested to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by the Corporation, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: (a) first, the Primary Shares; (b) second, the Registrable Shares requested to be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder); (c) third, the Other Shares requested to be included in such registration (or, if necessary, such Other Shares pro rata among the holders thereof based upon the number of Other Shares requested to be registered by each such holder). provided, however, that no such reduction shall reduce the amount of securities of the selling Investors included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Investors may be excluded in accordance with the immediately preceding clause. In no event will have no obligation shares of any other selling stockholder be included in such registration that would reduce the number of shares which may be included by Investors without the written consent of Investors of not less than sixty-five percent (65%) of the Registrable Securities proposed to add Eligible Stockholders to be sold in the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysoffering.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by If the Company at any time proposes to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or register any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act for sale to effect the public (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so. Upon the written request of any of such holders of the Eligible Shares. In the event an Eligible Stockholder is not known Registrable Securities, given within twenty (20) days after receipt by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt Person of the foregoing information from such Eligible Stockholdernotice, the Company shall will, subject to the limits contained in this Section 4, use its commercially reasonable best efforts to name cause all such Eligible Stockholder as a selling securityholder in Registrable Securities of said requesting holders to be registered under the Shelf Registration Statement by means of a pre-effective amendmentSecurities Act and qualified for sale under any state blue sky law, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company will have is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, that (a) in no obligation event shall the amount of Registrable Securities of selling Investors be reduced below fifty percent (50%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities; and (b) any shares to add Eligible Stockholders be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and (iii) the Shelf Registration Statement Registrable Securities sought to be included by the holders thereof as selling securityholders more frequently than once every 30 calendar daysdetermined on a pro rata basis (based upon the aggregate number of Registrable Securities held by such holders).

Piggyback Registration. The (a) If the Company at any time after the Closing Date proposes to register Common Stock under the Securities Act for sale to the public (including registrations pursuant to Section 2.1 hereof, but excluding the registration on Form SB-2 that the Company intends to file by September 30, 2001 with respect to certain options, warrants and shares of Common Stock outstanding as of the date of the Securities Purchase Agreement), whether for its own account or for the account of other security holders or both (except registration statements on Form ▇-▇, ▇-▇ or another form not available for registering the Eligible Securities for sale to the public), each such time it will notify each record holder give written notice to all Holders of its intention to do so. Upon the written request of any Holder (a "Piggyback Request"), given within 20 business days after receipt of any such notice, to register any of its Eligible Securities, the Company shall, subject to Section 2.2(b) below, cause the Eligible Securities as to which registration shall have been so requested to be covered by the registration statement proposed to be filed by the Company. (b) In the event that any registration statement described in this Section 2.2 shall relate, in whole or in part, to an underwritten public offering of shares of Common Stock, the Eligible Securities to be registered must be sold through the same underwriters as have been selected by the Company (or agreed to pursuant to Section 2.1 hereof, if applicable). Otherwise, the method of distribution of the Eligible Securities to be sold by any Holder making a Piggyback Request shall be as specified therein. Except with respect to all Holders (and their respective Affiliates) in the case of a General Unsecured Claim that holds 855,000 (or such lesser registration statement filed pursuant to a Registration Request under Section 2.1 hereof, the number of shares of Common Stock as would equal 10% to be included in such registration statement on account of any person may be reduced if and to the extent that the underwriter or underwriters shall be of the aggregate opinion that such inclusion would materially adversely affect the marketing of the total number of shares of Common Stock outstanding after all proposed to be sold, and the number of shares to be registered and sold by each person (other than the Company) shall be reduced pro rata according to the relative number of fully diluted shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known owned by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing datesuch person. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of Notwithstanding the foregoing information from such Eligible Stockholderprovisions of this Section 2.2, the Company shall use its commercially reasonable best efforts may withdraw any registration statement referred to name in this Section 2.2 (other than a registration statement filed pursuant to a Registration Request under Section 2.1) without thereby incurring any liability for such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement withdrawal to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysany requesting Holder.

Piggyback Registration. The (a) Except as set forth in Section 2.1(b), as, if and when the Company proposes to register any Common Stock under the Securities Act for sale to the public, on a form that would also permit the registration of the Registrable Securities (other than registrations on Form S-8, or any successor form, or Form S-4, or any successor form) (an “Eligible Registration”), each such time it will notify each record holder give written notice to the holders of Registrable Securities (the “Holders”) of its intention so to do. Upon the written request of a General Unsecured Claim that holds 855,000 (or Holder received by the Company within 20 days after the giving of any such lesser notice by the Company, to register such number of shares of Registrable Securities held by such Holder specified in such written request, the Company will cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company with respect to such Eligible Registration, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. In the event that any Eligible Registration pursuant to this Section 2.1 shall be, in whole or in part an underwritten offering of Common Stock as (an “Underwritten Offering”), the number of shares of Registrable Securities to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would equal 10% materially adversely affect the marketing of the securities to be sold by the Company therein. In the event such a reduction is necessary, the reduction shall be borne first by the Holders proposing to sell Registrable Securities in the Underwritten Offering, on a pro-rata basis, based on the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) Registrable Securities that each Holder proposed to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, offer for sale in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing dateUnderwritten Offering. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of Notwithstanding the foregoing information from such Eligible Stockholderprovisions, the Company shall use its commercially reasonable best efforts may for any reason and without the consent of the Holders in good faith withdraw any registration statement referred to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement this Section 2.1 without thereby incurring any liability to the Shelf Holders. (b) Notwithstanding the foregoing, an Eligible Registration Statement; provided, however, that may occur only during the Company will have no obligation to add Eligible Stockholders one year period following the issuance of the Shares to the Shelf Purchasers. No Eligible Registration Statement as selling securityholders more frequently than once every 30 calendar daysshall occur except at the times allowed pursuant to this Section 2.1(b).

Piggyback Registration. The Company will notify each record hereby grants to holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of certain rights to register the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed Shares under the Plan have been distributed in accordance with Securities Act of 1933, as amended ("Securities Act"), on the Planterms and subject to the conditions of this Agreement. (a) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, The Company shall give the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement Holder at least 20 days 30 days' prior to the proposed written notice of each filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company of a registration statement (other than a registration statement on Form S-4 or Form S-8 or on any successor forms thereto) with the Securities Exchange Commission (the "Commission") pursuant to be an Eligible Stockholder which the Company is registering shares of its Common Stock under the Securities Act for sale by itself or others. If requested by the Holder in writing within 20 days after receipt of any such notice, the Company shall, at the Company's sole expense (other than the underwriting discounts, if any, payable in respect of the Shares sold by Holder), register all or, at the Holder's option, any portion of the Shares concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Shares through the securities exchange, if any, on which the Common Stock is being sold or on the Plan Effective Date (over-the-counter market, and not so known at least 25 days prior will use its reasonable best efforts through its officers, directors, auditors, and counsel to the proposed filing date), cause such registration statement to become effective as promptly as practicable prior to practicable. If the filing date. Each managing underwriter of any such Eligible Stockholder offering shall be given an opportunity to include determine and advise the Company that, in such Registration Statement its opinion, the distribution of all or any part a portion of the Shares requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice securities by the Company, so notify then the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to will include in such Registration Statement registration first, the securities that the Company proposes to sell itself and providesecond, as a condition the Shares requested to be included in such inclusionregistration, such information regarding itself, its Eligible Shares and to the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under extent permitted by the Securities Act to effect the registration of the Eligible Shares. managing underwriter. (b) In the event an Eligible Stockholder is not known by of a registration pursuant to the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt provisions of the foregoing information from such Eligible Stockholderthis Agreement, the Company shall use its commercially reasonable best efforts to name cause the Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such Eligible Stockholder jurisdictions as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration StatementHolder may reasonably request; provided, however, that the Company will have no obligation shall not be required to add Eligible Stockholders qualify to do business in any state by reason of this Section 1(b) in which it is not otherwise required to qualify to do business. (c) The Company shall keep effective any registration or qualification contemplated by this Section 1 and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Holder to complete the offer and sale of the Shares covered thereby. (d) In the event of a registration pursuant to the Shelf Registration Statement provisions of this Agreement, the Company shall furnish to the Holder such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Holder may reasonably request to facilitate the disposition of the Shares included in such registration. (e) The Company shall notify the Holder promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. (f) The Company shall advise the Holder promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. (g) The Company shall promptly notify the Holder at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the reasonable request of the Holder prepare and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Shares or securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. The Holder shall suspend all sales of the Shares upon receipt of such notice from the Company and shall not re-commence sales until he receives copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Holder within 30 days of the date of such notice from the Company. (h) If requested by the underwriter for any underwritten offering of Shares, the Company and the Holder will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company's counsel and the Holders' counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Holder and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling securityholders more frequently stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided in Section 2 of this Agreement. (i) The Company agrees that until all the Shares have been sold under a registration statement or pursuant to Rule 144 promulgated under the Securities Act or other available exemption from Securities Act registration requirements, it shall use its reasonable best efforts to keep current in filing all reports, statements and other materials required to be filed with the Commission to permit the Holder to sell the Shares under Rule 144. (j) The Holder hereby agrees not to offer, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Company's Common Stock held of record or beneficially owned by the Holder (other than once every 30 calendar those included in the registration) which at the time of the effective date of such registration statement may be sold or otherwise transferred in reliance upon Rule 144 during the period of time (not to exceed 180 days) determined by the Board of Directors of the Company upon advice of its managing underwriter, from and after the effective date of the registration statement; provided that the obligations of the Holder under this Section 1(j) shall not apply unless each officer and director of the Company then outstanding, in each case, who are not signatories to this Agreement, are bound by similar restrictions. Such restriction shall not apply to shares registered in such offering. In order to enforce this provision, the Company may impose stop-transfer instructions with respect to such Shares until the end of such period. (k) However, nothing herein or in the Exchange Agreement shall be construed to prohibit Holder from reselling all or part of the Shares in a private transaction or transactions exempt from Securities Act registration under Section 4(1) thereof or otherwise; provided, however, that any such transferee(s) shall have the same registration rights and have the same obligations hereunder as Holder, and that Holder and all such transferees together shall share any resale limit imposed by an underwriter hereunder or imposed by Section 12(q) of the Exchange Agreement.

Piggyback Registration. The (a) If the Company will notify each record holder at any time proposes to register any of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of its Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act for sale to effect the public (including pursuant to a demand under Section 2 hereof as provided therein and except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so. Upon the written request of any of such holders of the Eligible Shares. In the event an Eligible Stockholder is not known Registrable Securities, given within thirty (30) days after receipt by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt Person of the foregoing information from such Eligible Stockholdernotice, the Company shall will, subject to the limits contained in this Section 4, use its commercially reasonable best efforts to name cause all such Eligible Stockholder as a selling securityholder in Registrable Securities of said requesting holders to be registered under the Shelf Registration Statement by means of a pre-effective amendmentSecurities Act and qualified for sale under any state blue sky law, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company will have no obligation is advised in writing in good faith by any managing underwriter of the Company's securities being offered in a public offering pursuant to add Eligible such registration statement that the amount to be sold by persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, that the shares to be excluded shall be determined in the following sequence (except with respect to a demand under Section 2 hereof): (i) first, securities held by any Persons not having any such contractual, incidental registration rights; (ii) second, securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement; (iii) third, securities held by the Founders (as defined in the Purchase Agreement); and (iv) fourth, all Registrable Securities in each case as determined on a pro rata basis in accordance with their holdings. Notwithstanding the foregoing, except with respect to the Shelf Company's first registration of Common Stock pursuant to the Securities Act, in no event shall the number of Registrable Securities included in a registration pursuant to this section be reduced to less than twenty percent (20%) of all shares to be registered. (b) Notwithstanding Section 4(a), with respect to the Registration Statement as selling securityholders more frequently than once every 30 calendar dayspreviously filed in connection with the Company's initial public offering (and only with respect to such Registration Statement), this Section 4(b) shall govern. The Investors shall not have any right to sell securities pursuant to the Registration Statement or in connection with the Company's initial public offering except that the Investors shall be entitled to sell shares of Registrable Securities, on a pro rata basis, pursuant to the over-allotment option set forth in the Registration Statement, only to the extent such option is exercised.

Piggyback Registration. The If, at any time commencing after the date hereof and expiring five (5) years from the date hereof, the Company will notify each record holder proposes to register any of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed its securities under the Plan have been distributed Act (other than in accordance connection with a merger or pursuant to Forms S-4 or S-8) and the Plan) or more Eligible Shares (eachWarrant Securities are not registered in a then current and effective registration statement that would permit resale of such Warrant Securities, an “Eligible Stockholder” andit will give written notice by registered mail, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 thirty (30) days prior to the proposed filing date orof each such registration statement, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior Representatives and to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery other Holders of the above-described notice by Warrants and/or the Company, so Warrant Securities of its intention to do so. If the Representatives or other Holders of the Warrants and/or Warrant Securities notify the Company in writing, and within twenty (20) days after receipt of any such notice of its or their desire to include any such securities in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the proposed registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholderstatement, the Company shall use its commercially reasonable best efforts afford the Representatives and such Holders of the Warrants and/or Warrant Securities the opportunity to name have any such Eligible Stockholder Warrant Securities registered under such registration statement (sometimes referred to herein as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement"Piggyback Registration"); provided, however, that if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Warrant Securities requested to be registered, when added to the securities being registered by the Company or to other selling stockholder(s), will have no obligation exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to add Eligible Stockholders 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 the Warrant Securities which it has been requested to register. If securities are proposed to be offered for sale pursuant to such Registration Statement by other security holders of the Company and the total number of securities to be offered by the Holders requesting registration under Section 7.2 hereof (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 in the manner set forth above), the aggregate number of Warrant Securities to be offered by Requesting Holders pursuant to such Registration Statement shall equal the number which bears the same ratio to the Shelf Registration Statement 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 securities proposed to be sold by the Requesting Holders bears to the total original number of securities proposed to be offered by the Requesting Holders and the other selling securityholders more frequently than once every 30 calendar dayssecurity holders. Notwithstanding the provisions of this Section 7.2 and Section 7.4 hereof, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. The 2.1.1 Subject to the terms hereof if at any time or from time to time the Company proposes to register any of its equity securities (except for registration statements on Forms S-8 or S-4 or otherwise relating to employee benefit plans), either for its own account or the account of a security holder or the holders of the Registrable Securities, the Company will notify each record promptly give to the holders of the Registrable Securities written notice thereof no less than 20 days prior to the filing of such registration statement; and include in such registration (and any related qualification under blue sky laws or other compliance), and in the underwriting involved therein, if any, such Registrable Securities as the holders of Registrable Securities may request in a writing delivered to the Company within 10 days after such holder's receipt of Company's written notice. 2.1.2 The holders of the Registrable Securities may participate in any number of registrations until all of the Registrable Securities held by such holder have been distributed pursuant to a registration. 2.1.3 lf any registration statement registers an offering that is an Underwritten Public Offering, the right of a General Unsecured Claim the holders of Registrable Securities to registration pursuant to this Section 2.2 shall be conditioned upon such holders' participation in such reasonable underwriting arrangements as the Company shall make regarding the offering, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. The holders of the Registrable Securities and all other shareholders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 2.2, if the managing underwriter concludes in its reasonable judgment that holds 855,000 the number of shares to be registered for selling shareholders (or including the holders of the Registrable Securities) would materially adversely affect such lesser offering, the number of Shares to be registered, together with the number of shares of Common Stock or other securities held by other shareholders proposed to be registered in such offering, shall be reduced on a pro rata basis based on the number of Shares proposed to be sold by the holders of Registrable Securities as would equal 10% of compared to the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) proposed to be distributed under sold by all stockholders. If the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) holders of Registrable Securities disapprove of the proposed filing terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than ten days before the effective date. The Registrable Securities excluded by the managing underwriter or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 120 days after the effective date of the Mandatory Registration Statement registration statement relating thereto, or such other shorter period of time as the underwriters may require. 2.1.4 The Company shall have the right to terminate or withdraw any Subsequent Registration Statement at least 20 days registration initiated by it under this Section prior to the proposed filing date or, in effectiveness of such registration whether or not the case holders of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity Registrable Securities have elected to include securities in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysregistration.

Piggyback Registration. The 2.2.1 Subject to the terms hereof, if at any time or from time to time (but in no event before May 31, 1998) the Company or any shareholder of the Company shall determine to register any of its securities (except for registration statements relating to employee benefit plans or exchange offers), either for its own account or the account of a security holder, the Company will notify promptly give to the holders of Registrable Securities written notice thereof no less the 30 days prior to the filing of any registration statement; and include in such registration (and any related qualification under blue sky laws or other compliance), and in the underwriting involved therein, if any, such Registrable Securities as such holders may request in a writing delivered to the Company within 20 days after the holders' receipt of Company's written notice. 2.2.2 The holders of Registrable Securities may participate in any number of registrations until all of the Shares held by holders of Registrable Securities have been registered or until the Shares are transferable pursuant to Rule 144 under the Securities Act. 2.2.3 If any registration statement is an Underwritten Public Offering, the right of holders of Registrable Securities to registration pursuant to this Section shall be conditioned upon each record holder such holder's participation in such reasonable underwriting arrangements as the Company shall make regarding the offering, and the inclusion of a General Unsecured Claim Registrable Securities in the underwriting shall be limited to the extent provided herein. Holders of Registrable Securities and all other shareholders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section, if the managing underwriter concludes in its reasonable judgment that holds 855,000 the number of shares to be registered for selling shareholders (or including the holders of Registrable Securities) would materially adversely effect such lesser offering, the number of Shares to be registered, together with the number of shares of Common Stock or other securities held by other shareholders proposed to be registered in such offering, shall be reduced on a pro rata basis based on the number of Shares proposed to be sold by the holders of Registrable Securities as would equal 10% of compared to the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) proposed to be distributed under sold by all shareholders, except to the Plan have been distributed in accordance extent there may be a conflict with the Plan) or more Eligible Shares (eachrights set forth in that certain Registration Rights Agreement dated March 29, an “Eligible Stockholder” and, collectively, 1996 between the “Eligible Stockholders”) Company and those certain purchasers therein. If any holder of Registrable Securities disapproves of the proposed filing terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than 10 days before the effective date. The Registrable Securities excluded by the managing underwriter or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 120 days after the effective date of the Mandatory Registration Statement registration statement relating thereto, or such other shorter period of time as the underwriters may require. 2.2.4 The Company shall have the right to terminate or withdraw any Subsequent Registration Statement at least 20 days registration initiated by it under this Section prior to the proposed filing date or, in effectiveness of such registration whether or not the case holders of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity Registrable Securities have elected to include securities in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysregistration.

Piggyback Registration. The If the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public (except pursuant to a demand by the Holders under Section 2 hereof, which demand registration shall be governed by the terms of said Section 2, and except with respect to any registration statement on Form ▇-▇, ▇-▇ or any other form not available for registering the Registrable Securities for sale to the public) (a "Piggy-Back Registration"), each such time it will notify promptly give written notice to each record holder of Registrable Securities of its intention to effect such registration. Upon the written request of any such holder of Registrable Securities given within thirty (30) days after receipt by such holder of such notice, the Company will, subject to the limits contained in this Section 3, use its commercially reasonable efforts to cause up to twenty percent (20%) of the Registrable Securities of such holder that such holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; PROVIDED, HOWEVER, that if the Company is advised in writing in good faith by the managing underwriter of the Company's securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any holders of Registrable Securities) to a General Unsecured Claim number reasonably deemed satisfactory by such managing underwriter; and PROVIDED, FURTHER, that holds 855,000 the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or such lesser "piggy back" registration rights, (ii) second, securities held by any other Persons (other than Persons holding Registrable Securities) having contractual incidental or "piggyback" registration rights subordinate in priority to the registrations rights granted to the Holders hereunder, (iii) third, Registrable Securities held by the Holders or securities held by other Persons having contractual incidental or "piggyback" registration rights equal in priority to the registrations rights granted to the Holders hereunder and (iv) fourth, securities held by any other Persons (other than Persons holding Registrable Securities) having contractual incidental or "piggyback" registration rights superior in priority to the registrations rights granted to the Holders hereunder. If there is a reduction in the number of shares of Common Stock as would equal 10% of or Registrable Securities to be registered pursuant to clauses (i), (ii), (iii) or (iv) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including or Registrable Securities held by the Shares) to be distributed under the Plan have been distributed holders in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior each such tranche and subject to the proposed filing date or, priorities set forth in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing datepreceding sentence), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days.

Piggyback Registration. The Each time the Company will notify each record holder shall determine to proceed with the actual preparation and filing of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated registration statement under the Securities Act to effect in connection with the registration proposed offer and sale for money of the Eligible Shares. In the event an Eligible Stockholder is not known any of its common stock by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt it or any of the foregoing information from such Eligible Stockholderits security holders, the Company shall use will give written notice of its commercially reasonable best efforts determination to name Consultant. Upon the written request of Consultant given with ten(10) days after receipt of any such Eligible Stockholder notice from the Company, the Company will, except as a selling securityholder herein proved, cause all the Shares for which the Consultant has so requested registration, to be included in such registration statement, all to the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted extent requisite to permit the sale or other disposition by the SEC, by means Consultant of a Prospectus supplement the Shares to the Shelf Registration Statementbe so registered; provided, however, that nothing herein shall prevent the Company from, at any time, in good faith abandoning or delaying any such registration initiated by it. If any registration pursuant to this section shall be underwritten in whole or in part, the Company may require that the securities requested for inclusion pursuant to this section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If, in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the securities originally covered by a request for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of common stock offered by the Company, the number of securities otherwise to be included in the underwritten public offering may be reduced pro rata among the holders thereof requesting such registration to a number that the managing underwriter believes will have no obligation not adversely affect the sale of shares by the Company. Those securities which are thus excluded from the underwritten public offering, and any other common stock owned by such holders, shall be withheld from the market by the holders thereof for a period, not to add Eligible Stockholders to exceed one hundred eighty (180) days, which the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysmanaging underwriter reasonably determines is necessary in order in effect the underwritten public offering.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by If the Company at any time proposes to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or register any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act for sale to effect the public (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so. Upon the written request ​ ​ ​ ​ ​ of any of such holders of the Eligible Shares. In the event an Eligible Stockholder is not known Registrable Securities, given within twenty (20) days after receipt by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt Person of the foregoing information from such Eligible Stockholdernotice, the Company shall will, subject to the limits contained in this Section 4, use its commercially reasonable best efforts to name cause all such Eligible Stockholder as a selling securityholder in Registrable Securities of said requesting holders to be registered under the Shelf Registration Statement by means of a pre-effective amendmentSecurities Act and qualified for sale under any state blue sky law, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company will have is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; provided, further, that (a) in no obligation event shall the amount of Registrable Securities of Selling Stockholders be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities; and (b) any shares to add Eligible Stockholders be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and (iii) the Shelf Registration Statement Registrable Securities sought to be included by the holders thereof as selling securityholders more frequently than once every 30 calendar days.determined on a pro rata basis (based upon the aggregate number of Registrable Securities held by such holders). ​

Piggyback Registration. The Company will notify each record holder In the event that FIG, at any time after the AFP Acquisition, proposes to register any FIG Common Stock, any other of a General Unsecured Claim that holds 855,000 (its equity securities or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed securities convertible into or exchangeable for its equity securities and registrable under the Plan have been distributed in accordance with the Plan) or more Eligible Shares Securities Act of 1933 (each, an “Eligible Stockholder” and, collectively, including FIG Common Stock, "Other Securities") under the “Eligible Stockholders”Securities Act of 1933 (the "Securities Act"), whether or not for sale for its own account, in a manner that would permit registration of registrable securities ("Registrable Securities") of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior for sale for cash to the proposed filing date orpublic under the Securities Act, in the case of any Subsequent Registration Statement or with respect it shall at each such time give prompt written notice to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior Employee. Subject to the proposed filing date)terms and conditions hereof, as promptly as practicable prior to such notice shall offer Employee the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part registration statement such number of such Eligible Stockholder’s Eligible SharesRegistrable Securities then owned by Employee as Employee requests. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part Upon the written request of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice Employee (which written request shall inform the Company of specify the number of Eligible Shares such Eligible Stockholder wishes Registrable Securities intended to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares be disposed of and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until thereof) made within 15 days after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible StockholderFIG's notice, the Company FIG shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder effect, in connection with the Shelf Registration Statement by means registration of a pre-effective amendmentthe Other Securities, by means the registration under the Securities Act of a post-effective amendment orall Registrable Securities which FIG has been so requested to register, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementextent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be registered; provided, howeverthat: (i) if, that at any time after giving such written notice of its intention to register any Other Securities and prior to the Company will have no effective date of the registration statement filed in connection with such registration, FIG shall determine for any reason not to register the Other Securities, FIG may, at its election, give written notice of such determination to Employee and thereupon FIG shall be relieved of its obligation to add Eligible Stockholders register such Registrable Securities in connection with the registration of such Other Securities; (ii) if the registration referred to in the first sentence of this Section 2(iii) is to be an underwritten registration on behalf of FIG, and a nationally recognized investment banking firm selected by FIG advises FIG in writing that, in such firm's good faith view, the inclusion of all or a part of 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, FIG shall include in such registration: (i) first, all Other Securities FIG proposes to sell for its own account ("Company Securities"), (ii) second, up to the Shelf Registration Statement full number of Registrable Securities held by other holders and 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 if such number is less than the full number of such Holder Securities, such number shall be allocated by FIG among such holders pro rata); (iii) FIG shall not be required to effect any registration of Registrable Securities under this Section 2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans. (iv) All underwriting discounts and selling securityholders more frequently than once every 30 calendar dayscommissions applicable to the sale of Registrable Securities shall be borne by the holders of the Holder Securities so registered pro rata on the basis of the number of their shares sold, and all fees and disbursements of counsel for each holder shall be paid by such holder. All other expenses incurred in connection with any registration, qualification or compliance pursuant to this Section 2 shall be borne by FIG.

Piggyback Registration. The If at any time following the IPO Effective Date and prior to the Release Date, the Company will notify each record holder of proposes to prepare and file a General Unsecured Claim that holds 855,000 (registration statement under the Act with the SEC covering equity or such lesser number of shares of Common Stock as would equal 10% debt securities of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) Company, or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) any such securities of the proposed filing Company held by its shareholders, it will give written notice of the Mandatory Registration Statement or any Subsequent Registration Statement its intention to do so by registered mail ("Notice"), at least 20 thirty (30) business days prior to the proposed filing of each such registration statement, to the Holders. Upon the written request of a Holder (a "Requesting Holder"), made within twenty (20) business days after the date orof the Notice, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by that the Company to be an Eligible Stockholder on include any of the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include Requesting Holder's Registrable Securities in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the proposed registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholderstatement, the Company shall use its commercially reasonable best efforts to name cause such Eligible Stockholder as registration statement (a selling securityholder in "Piggyback Registration Statement") to be declared effective under the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted Act by the SEC, by means SEC so as to permit the public sale of a Prospectus supplement to the Shelf Registration StatementRequesting Holder's Registrable Securities pursuant thereto; provided, however, that if the proposed registration statement relates to an underwritten offering and in the written opinion of the Company's managing underwriter for such offering the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company will have no obligation may exclude from such offering all or a portion of the Registrable Securities which it has been requested to add Eligible Stockholders register. 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 above), the aggregate number of Registrable Securities to be offered by Requesting Holders pursuant to such Piggyback Registration Statement shall equal the number which bears the same ratio to the Shelf maximum number of securities that the underwriter believes may be included for all the selling security holders (including the Requesting Holders) as the original number of Registrable Securities proposed to be sold by the Requesting Holders bears to the total original number of securities proposed to be offered by the Requesting Holders and the other selling security holders. Notwithstanding the provisions of this Section 2 the Company shall have the right, at any time after it shall have given Notice pursuant to this Section 2 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made), to elect not to file any Piggyback Registration Statement as selling securityholders more frequently than once every 30 calendar daysor to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. The If the Company will notify each record holder of a General Unsecured Claim that holds 855,000 (at any time after the Registration Date proposes for any reason to register Primary Shares or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed Other Shares under the Plan have been distributed in accordance with Securities Act (other than on Form S-4 or Form S-8 promulgated under the Plan) Securities Act or more Eligible any successor forms thereto), it shall give written notice to the Holders of its intention to so register such Primary Shares (each, an “Eligible Stockholder” or Other Shares at least 30 days before the initial filing of such registration statement and, collectivelyupon the written request, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior delivered to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 20 days after delivery of the above-described any such notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes Holders to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and registration Registrable Securities (which request shall specify the intended method number of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Registrable Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company proposed to be an Eligible Stockholder until after included in such registration and shall state that such Holders desire to sell such Registrable Securities in the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholderpublic securities markets), the Company shall use its commercially reasonable best efforts to name cause all such Eligible Stockholder Registrable Securities to be included in such registration on the same terms and conditions as a selling securityholder the securities otherwise being sold in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementsuch registration; provided, however, that if the managing underwriter advises the Company will that the inclusion of all the securities requested to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by the Company, then the number of Primary Shares, Registrable Securities and Other Shares proposed to be included in such registration shall be included in the following order: (i) if the Company has initiated the registration: (A) first, the Primary Shares; and (B) second, the Registrable Securities requested by the Holders to be included in such registration and the Other Shares held by the parties requesting inclusion in such registration (or, if necessary, such Registrable Securities and Other Shares pro rata among the holders thereof based upon the number of Registrable Securities and Other Shares requested to be registered by each such holder). (ii) if the holders of Other Shares have no obligation initiated the registration by exercising a registration demand right; (A) first, the Other Shares held by such initiating holders ("Other Demand Holders"); (B) second, the Other Shares held by persons entitled to add Eligible Stockholders registration rights as set forth in the Existing Registration Rights Agreement (the "Existing Holders"); (C) third, the Registrable Securities requested by the Holders to be included in such registration and any Other Shares held by parties requesting inclusion in such registration other than the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days.Other Demand Holders and the Existing Holders ("Other Piggy-Back Holders") (or, if necessary, such Registrable Securities and Other Shares held by other Piggy-Back Holders pro rata among the holders thereof based upon the number of Registrable Securities and Other Shares requested to be registered by each such holder); and

Piggyback Registration. The If the Company will notify each record holder proposes to file a registration statement under the Securities Act with respect to an offering for its own account or for the account of any of its respective security holders of any class of its equity securities (other than a General Unsecured Claim that holds 855,000 registration statement on Form S-8 (or any successor form) or any other registration statement relating solely to an employee benefit plan or filed in connection with an exchange offer, a transaction to which Rule 145 under the Securities Act applies or an offering of securities solely to the Company's existing stockholders), then the Company shall in each case give written notice of such lesser proposed filing to the Holders of Restricted Stock as soon as practicable (but no later than ten (10) business days) before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of shares of Common Restricted Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration StatementHolder may request; provided, however, that no such notice need be given to the Holders, and the Holders shall have no rights under this Section 2, if the Holders have therefore disposed of the Restricted Stock. Each Holder desiring to have Restricted Stock included in such registration statement shall so advise the Company will have no obligation in writing within ten (10) business days after the date of the Company's notice, setting forth the amount of such Holder's Restricted Stock for which registration is requested. If the Company's offering is to add Eligible Stockholders be an underwritten offering, the Company shall, subject to the Shelf Registration Statement further provisions of this Agreement, use its reasonable efforts to cause the managing underwriter or underwriters to permit the Holders of the Restricted Stock requested to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as selling securityholders more frequently any similar securities of the Company included therein. The right of each Holder to registration pursuant to this Section 2 shall, unless the Company otherwise assents, be conditioned upon such Holder's participation as a seller in such underwriting and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Holders of Restricted Stock that either because of (A) the kind of securities which the Holders, the Company and any other persons or entities intend to include in such offering or (B) the size of the offering which the Holders, the Company and other persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares to be offered for the accounts of Holders of Restricted Stock shall be reduced pro rata on the basis of the number of securities requested by such Holders to be offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders of Restricted Stock than once every 30 calendar daysthe fraction of similar reductions imposed on such other persons or entities over the amount of securities they intended to offer; and (ii) in the event that the kind of securities to be offered is the basis of such managing underwriter's opinion, (x) the Restricted Stock to be included in such offering shall be reduced as described in clause (i) above (subject to the proviso in clause (i)) or, (y) if such actions would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will be excluded entirely from such offering. Any Restricted Stock excluded from an underwriting shall be withdrawn from registration and shall not, without the consent of the Company and the managing underwriter, be transferred in a public distribution or a sale into the public trading markets prior to the earlier of 120 days (or such other shorter period of time as the managing underwriter may require) after the effective date of the registration statement or 180 days after the date the Holders of such Restricted Stock are notified of such exclusion.

Piggyback Registration. The During the term of this Warrant the Company may not file any registration statement with the Securities and Exchange Commission (the "SEC") in connection with a public offering of its Common Stock unless the Company provides the holder with not less than ten (10) business days' notice of its intention to file such registration statement and provides the holder the option to include any or all of the applicable Warrant Stock therein. At the written request of holder given within ten (10) calendar days after the receipt of such notice by holder (which request shall specify the number of shares such holder requests to be included in such registration), the Company will notify each record use its best efforts to cause all shares of Warrant Stock as to which registration has been requested by holder of a General Unsecured Claim that holds 855,000 (to be included in such registration statement for sale or such lesser number of disposition in accordance with the method described in the initial notice given to holder and subject to the same terms and conditions as the other shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) being sold, and thereafter shall cause such registration statement to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (filed and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementbecome effective; provided, however, that the Company shall be permitted to (a) withdraw the registration statement for any reason in its sole and exclusive discretion and upon the written notice of such decision to holder shall be relieved of all of its obligations under this Section 8 with respect to that particular registration; or (b) exclude all or any portion of the shares of Warrant Stock sought to be registered by holder from such registration statement, but in the case of (a) or (b) only if the offering of the shares of Warrant Stock is an underwritten offering and to the extent that, in the reasonable judgment of the managing underwriter of the offering, the inclusion of such shares of Warrant Stock would be materially detrimental to the offering of the remaining shares of Common Stock, or such delay is necessary in light of market conditions. Any shares of Warrant Stock sought to be registered by holder so excluded from a registration statement shall be excluded pro rata based on the total number of shares of Common Stock being sold by all selling security holders (other than the Company). The piggyback registration rights granted to the holder pursuant to this Section 8 shall continue until all of the holder's Warrant Stock has been sold in accordance with an effective registration statement or upon the expiration of this Warrant. The Company will pay all registration expenses in connection therewith. This Section 8 shall have no obligation to add Eligible Stockholders to application if any of the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysWarrant Stock is already covered by an effective registration statement.

Piggyback Registration. The If the Company at any time after the initial public offering of the Company's Common Stock pursuant to an effective registration under the Securities Act, proposes to register any of its securities under the Securities Act for sale to the public (except pursuant to a demand under Section 2 hereof and except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will notify give written notice at the applicable address of record to each record holder of Registrable Securities of its intention to do so. Upon the written request of any of such holders of the Registrable Securities, given within twenty (20) days after receipt by such Person of such notice, the Company will, subject to the limits contained in this Section 4, use its best efforts to cause all such Registrable Securities of said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; PROVIDED, HOWEVER, that if the Company is advised in writing in good faith by any managing underwriter of the Company's securities being offered in a General Unsecured Claim public offering pursuant to such registration statement that holds 855,000 the amount to be sold by persons other than the Company (or collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such lesser number holders of shares of Common Stock Registrable Securities) to a number deemed satisfactory by such managing underwriter; and PROVIDED FURTHER, that the shares to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and (iii) the Registrable Securities sought to be included by the holders thereof as would equal 10% of determined on a pro rata basis (based upon the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known Registrable Securities held by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing datesuch holders), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by If the Company at any time proposes to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or register any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act for sale to effect the public (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so. Upon the Eligible Shares. In the event an Eligible Stockholder is not known written request of any of such Stockholders, given within twenty (20) days after receipt by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt Person of the foregoing information from such Eligible Stockholdernotice, the Company shall will, subject to the limits contained in this Section 4, use its commercially reasonable best efforts to name cause all such Eligible Stockholder as a selling securityholder in Registrable Securities of said requesting Stockholders to be registered under the Shelf Registration Statement by means of a pre-effective amendmentSecurities Act and qualified for sale under any state blue sky law, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company will have is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of those stockholders of the Company selling securities under such registration (including holders of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, that (a) in no obligation event shall the amount of Registrable Securities of selling Stockholders be reduced below ten percent (10%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities; and (b) any shares to add Eligible Stockholders be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and (iii) the Shelf Registration Statement Registrable Securities sought to be included by the selling Stockholders, as selling securityholders more frequently than once every 30 calendar daysdetermined on a pro rata basis (based upon the aggregate number of Registrable Securities held by such holders).

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of If the Issuer at any time proposes to register any Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares Securities Act (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory other than pursuant to a Registration Statement or any Subsequent Registration Statement at least 20 days prior relating solely to the proposed filing date or, in the case sale of any Subsequent Registration Statement or securities on Form S-4 with respect to an Eligible Stockholder any merger, consolidation or acquisition, pursuant to Section 2.1 or pursuant to a Special Registration), whether or not known by for sale for its own account, and the Company registration form to be an Eligible Stockholder on used may be used for the Plan Effective Date (and not registration of Registrable Securities, it shall give prompt written notice to all Holders of its intention to do so known at least 25 days prior and, upon the written request of any Holder given to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, Issuer within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in Issuer has given any such notice (which request shall inform specify the Company Registrable Securities intended to be disposed of the number of Eligible Shares by such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares Holder and the intended method of disposition of such securities as is required pursuant thereof), the Issuer will use its best efforts to Regulation S-K promulgated effect the registration under the Securities Act of all Registrable Securities that the Issuer has been so requested to effect register by the registration Holders thereof, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company Registrable Securities so to be an Eligible Stockholder until registered, provided that: (a) if, at any time after giving written notice of its intention to register any Common Stock and prior to the time such Shelf effective date of the Registration Statement is filed, upon receipt of the foregoing information from filed in connection with such Eligible Stockholderregistration, the Company Issuer shall use determine for any reason not to register such Common Stock, the Issuer may, at its commercially reasonable best efforts election, give written notice of such determination to name each Holder that was previously notified of such Eligible Stockholder as a selling securityholder registration and, thereupon, shall not register any Registrable Securities in connection with such registration (but shall nevertheless pay the Shelf Registration Statement by means of a pre-effective amendmentExpenses in connection therewith), by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; providedwithout prejudice, however, to the rights of any Holders to request that a registration be effected under Section 2.1; and (b) if the Issuer shall be advised in writing by the managing underwriters (or, in connection with an offering that is not underwritten, by an investment banker) that due to marketing factors, the number of securities requested to be included in such registration exceeds the number of such securities that can be sold in such offering in an orderly manner within a price range that is acceptable to the Issuer, the Issuer shall include in such registration: (i) first, all shares of Common Stock that the Company will have Issuer proposes to register for its own account or the account of the holder or holders initially requesting or demanding such registration; (ii) second, to the extent that the number of shares registered pursuant to clause (i) above is less than the largest number that can be sold in an orderly manner in such offering within a price range acceptable to the Issuer, the Registrable Securities requested to be included by the Holders subject to Section 2.1(e); (iii) third, to the extent that the number of shares registered pursuant to clauses (i) and (ii) above is less than the largest number that can be sold in an orderly manner in such offering within a price range acceptable to the Issuer, the securities requested to be included by any other holders, and the Issuer shall so provide in any registration agreement hereinafter entered into with respect to any of its securities. The securities to be included in any such registration pursuant to clause (ii) or (iii) shall be allocated on a pro rata basis among all holders requesting that securities be included in such registration pursuant to such clause on the basis of the number of securities requested to be included by such holders (in the case of clause (ii), subject to Section 2.1(e)). Subject to Section 2.5, no registration effected under this Section 2.2 shall relieve the Issuer from its obligation to add Eligible Stockholders effect registrations upon request under Section 2.1. Nothing in this Agreement shall prevent any Holder from making a request under this Section 2.2 prior to converting the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysPreferred Shares.

Piggyback Registration. The If the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public (except with respect to any registration statement on Form ▇-▇, ▇-▇ or any other form not available for registering the Registrable Securities for sale to the public) (a "Piggy-Back Registration"), each such time it will notify promptly give written notice to each record holder of Registrable Securities of its intention to effect such registration. Upon the written request of any such holder of Registrable Securities given within thirty (30) days after receipt by such holder of such notice, the Company will, subject to the limits contained in this Section 2, use its commercially reasonable efforts to cause all of the Registrable Securities of such holder that such holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; PROVIDED, HOWEVER, that if the Company is advised in writing in good faith by the managing underwriter of the Company's securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any holders of Registrable Securities) to a General Unsecured Claim number reasonably deemed satisfactory by such managing underwriter; and PROVIDED, FURTHER, that holds 855,000 the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or such lesser "piggy back" registration rights, (ii) second, securities held by any other Persons (other than Persons holding Registrable Securities) having contractual incidental or "piggyback" registration rights subordinate in priority to the registrations rights granted to the Holders hereunder, (iii) third, Registrable Securities held by the Holders or securities held by other Persons having contractual incidental or "piggyback" registration rights equal in priority to the registrations rights granted to the Holders hereunder and (iv) fourth, securities held by any other Persons (other than Persons holding Registrable Securities) having contractual incidental or "piggyback" registration rights superior in priority to the registrations rights granted to the Holders hereunder. If there is a reduction in the number of shares of Common Stock as would equal 10% of or Registrable Securities to be registered pursuant to clauses (i), (ii), (iii) or (iv) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including or Registrable Securities held by the Shares) to be distributed under the Plan have been distributed holders in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior each such tranche and subject to the proposed filing date or, priorities set forth in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing datepreceding sentence), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days.

Piggyback Registration. The (a) Each time that the Company will notify each record proposes for any reason to register any of its securities under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or similar or successor forms (collectively, "Excluded Forms")), the Company shall promptly give written notice of such proposed registration to all holders of Restricted Securities, which shall offer such holders the right to request inclusion of any Restricted Shares in the proposed registration. (b) Each holder of Restricted Securities shall have 30 days from the receipt of such notice to deliver to the Company a General Unsecured Claim that holds 855,000 (or such lesser written request specifying the number of Restricted Shares such holder intends to sell and the holder's intended method of disposition. (c) In the event that the proposed registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, and request under Section 3(b) may specify that the Restricted Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Restricted Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3(b), the Company shall promptly use its best efforts to cause all such Restricted Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as would equal 10% set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter determines and advises in writing that the inclusion of all Restricted Shares proposed to be included in the aggregate number of underwritten public offering, together with any other issued and outstanding shares of Common Stock outstanding after all proposed to be included therein by holders other than the holders of Restricted Securities (such other shares, collectively, the "Other Shares"), would interfere with the successful marketing of such securities, then the number of Restricted Shares and Other Shares to be included in such underwritten public offering shall be reduced, FIRST, (i) from the number of shares requested to be included in such registration by the holders of Other Shares (on a PRO RATA basis based on the number of shares requested to be included in such registration by each such holder), and SECOND, if necessary, (ii)(A) one-half (1/2) of the remaining number of shares to be reduced, from the shares proposed to be registered by the Company, and (B) one-half (1/2) of the remaining number of shares to be reduced, from the number of Restricted Shares then owned by such holder of such Restricted Shares (on a PRO RATA basis based upon the number of Restricted Shares requested to be registered, if any by such holder). In each case, those shares of Common Stock which are excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed 180 days, which the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering. (including f) The rights granted under this Section 3 shall not apply to the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) initial public offering of the proposed filing Company's Common Stock at a price of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior $7.50 per share (subject to the proposed filing date orappropriate adjustment for stock splits, stock dividends, combinations and other similar recapitalizations affecting such shares) resulting in the case of any Subsequent Registration Statement or with respect gross proceeds to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysat least $10,000,000.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by If the Company at any time proposes to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or register any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act for sale to effect the public (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Registrable Securities for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so. Upon the Eligible Shares. In the event an Eligible Stockholder is not known written request of any of such holders, given within twenty (20) days after receipt by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt Person of the foregoing information from such Eligible Stockholdernotice, the Company shall will, subject to the limits contained in this Section 3, use its commercially reasonable best efforts to name cause all such Eligible Stockholder as a selling securityholder in Registrable Securities of said requesting holders to be registered under the Shelf Registration Statement by means of a pre-effective amendmentSecurities Act and qualified for sale under any state blue sky law, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement all to the Shelf Registration Statementextent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company will have no obligation is advised in writing by any managing underwriter of the Company’s securities being offered in a public offering pursuant to add Eligible such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, that any shares to be excluded shall be determined in the Shelf Registration Statement following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement and (iii) the Registrable Securities sought to be included by the holders thereof as selling securityholders more frequently than once every 30 calendar daysdetermined on a pro rata basis (based upon the aggregate number of Registrable Securities held by such holders).

Piggyback Registration. The (a) If, at any time during the period commencing ninety (90) days after the Conversion Shares are issued pursuant to the terms of the Note, the Company proposes to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders, other than in connection with a merger, acquisition or pursuant to a registration statement on Form S-4 or Form S-8 or any successor form (for purposes of this Article 1, a "Registration Statement"), the Company will notify each record holder give written notice to DelaNet of a General Unsecured Claim that holds 855,000 its intention to do so by certified mail (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each"Notice"), an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 fifteen (15) days prior to the proposed filing date orof each such Registration Statement. Upon the written request of DelaNet, made within ten (10) days after receipt of the Notice, that the Company include any of DelaNet's Conversion Shares in the case of any Subsequent proposed Registration Statement or with respect to an Eligible Stockholder not known by Statement, the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date)shall, as promptly as practicable prior to DelaNet, use reasonable efforts to effect the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated registration under the Securities Act to effect the registration of the Eligible Shares. In Conversion Shares which it has been so requested to register ("Piggyback Registration"), at the event an Eligible Stockholder is not known Company's sole cost and expense and at no cost or expense to DelaNet (other than any commission, discounts or counsel fees payable by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filedDelaNet, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder further provided in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration StatementSection 23(c) hereof); provided, however, that if the Piggyback Registration is in connection with an underwritten public offering and in the written opinion of the Company's underwriter or managing underwriter of the underwriting group, if any, for such offering, the inclusion of all or a portion of the Conversion Shares requested to be registered, when added to the securities being registered by the Company or the selling shareholder(s), if any, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise having an adverse effect on the offering, then the Company may exclude from such offering all or a portion of the Conversion Shares which it has been requested to register. (b) Notwithstanding the preceding provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section (irrespective of whether any written request for inclusion of such securities shall have already been made) to elect not to file any proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof. (c) Notwithstanding anything contained herein to the contrary, the Company shall have no obligation under this Section 1 to add Eligible Stockholders register the Conversion Shares if the Company receives an opinion of counsel that Rule 144 promulgated under the Securities Act permits DelaNet to transfer the Conversion Shares to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar dayspublic.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (Anything contained in Section 2 to the contrary notwithstanding, if, at any time the Corporation proposes for any reason to register Primary Shares or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed Other Shares under the Plan have been distributed in accordance with the Plan) Securities Act whether or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K registration rights granted to other holders of its securities and whether or not for sale for its own account (other than on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto)) in an underwritten offering, the Corporation shall give written notice to effect the Investors of its intention to so register such Primary Shares or Other Shares at least 30 days before the initial filing of the registration statement related thereto and, upon the request, delivered to the Corporation within 20 days after delivery of any such notice by the Corporation, of any of the Eligible Shares. In Investors to include in such registration Registrable Shares (which request shall specify the event an Eligible Stockholder is not known by the Company number of Registrable Shares proposed to be an Eligible Stockholder until after included in such registration and the time Person owning such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible StockholderRegistrable Shares), the Company Corporation shall use its commercially reasonable best efforts to name cause all such Eligible Stockholder Registrable Shares to be included in such registration on the same terms and conditions as a selling securityholder the securities otherwise being sold in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementsuch registration; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares requested to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by the Corporation, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be as follows: (i) If the registration is of Primary Shares undertaken for the Corporation’s account: (A) first, the Primary Shares; (B) second, the Registrable Shares and any shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights of security holders set forth in the Registration Rights Agreement dated on or about December 16, 2005 by and among the Company will and the parties thereto (the “Founders Registration Rights Agreement”) (or, if necessary, such Registrable Shares and other registrable shares pro rata among the holders thereof based upon the number of Registrable Shares and other registrable shares requested to be registered by each such holder); and (C) third, the Other Shares; and (ii) If the registration is a “demand” registration undertaken at the demand of Persons other than the holders of Registrable Shares pursuant to Section 2.1 of the Founders Registration Rights Agreement or that have no obligation been granted after the date hereof as permitted hereunder: (A) first, the shares of Common Stock for the account of the demanding Persons pursuant to add Eligible Stockholders Section 2.1 of the Founders Registration Rights Agreement, and Registrable Shares pursuant to Section 3 hereof (or, if necessary, such Registrable Shares and other registrable shares pro rata among the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysholders thereof based upon the number of Registrable Shares and other registrable shares requested to be registered by each such holder); (B) second, the Primary Shares; (C) third, the Other Shares.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or If at any Subsequent Registration Statement at least 20 days time prior to the proposed filing date orExpiration Date a Registration Statement is not in effect to register this Warrant and the Common Shares issuable upon exercise of this Warrant, the Company determines to register for its own account or the account of others under the 1933 Act any of its equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in the case connection with any acquisition of any Subsequent Registration Statement entity or business, or equity securities issuable in connection with respect to an Eligible Stockholder not known by stock option or other employee benefit plans, the Company shall send to be an Eligible Stockholder on the Plan Effective Date each Holder of Warrants or Shares written notice of such determination and, if within twenty (and not 20) days after receipt of such notice, such Holder shall so known at least 25 days prior to the proposed filing daterequest in writing (hereafter a “Selling Holder”), as promptly as practicable prior to the filing date. Each such Eligible Stockholder Company shall be given an opportunity use commercially reasonable efforts to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all the Shares issuable or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery issued upon exercise of the above-described notice Warrants (the “Registrable Securities”) such Selling Holder requests to be registered. The obligations of the Company under this Section 16(a) may be waived by Holders holding a majority in interest of the Registrable Securities. If in connection with any primary underwritten public offering for the account of the Company, so notify the Company managing underwriter thereof shall, in writingits reasonable discretion, and in such notice shall inform the Company of impose a limitation on the number of Eligible Common Shares underlying the Warrants which may be included in the registration statement because, in such Eligible Stockholder wishes underwriter’s judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement and provide, as a condition to registration statement only such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration limited portion of the Eligible SharesRegistrable Securities with respect to which the Selling Holder requested inclusion hereunder as the underwriter shall reasonably permit. In Any exclusion of Registrable Securities shall be made pro rata among the event an Eligible Stockholder is not known by Holders seeking to include Registrable Securities in proportion to the Company number of Registrable Securities sought to be an Eligible Stockholder until after the time included by such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration StatementHolders; provided, however, that the Company will shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the provisions of this Section 16, the Company shall have no obligation the right at any time after it shall have given written notice pursuant to add Eligible Stockholders this Section 16 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days.effective date thereof, without incurring any liability to any Holder of Registrable Securities

Piggyback Registration. (a) Each time that the Company proposes to Register a public offering solely of its Common Stock, other than pursuant to a Registration Statement on Form S-4 or Form S-8 or similar or successor forms (collectively, “Excluded Forms”), the Company shall promptly give written notice of such proposed Registration to the Investor, which shall offer the right to request inclusion of any Registrable Securities in the proposed Registration Statement. (b) The Company will notify each record holder of a General Unsecured Claim that holds 855,000 Investor shall have ten (10) days or such lesser longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Company a written request specifying the number of shares of Registrable Securities he/she/it intends to sell and the holder’s intended plan of disposition. (c) In the event that the proposed Registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request under Section 3(b) may specify that the Registrable Securities be included in the underwriting on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such Registration. (d) Upon receipt of a written request pursuant to Section 3(b), the Company shall promptly use its best efforts to cause all such Registrable Securities to be Registered, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of an underwritten public offering, determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the underwritten public offering pursuant to the Investors’ piggyback registration rights contained in this Section 3, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the Investor (such other shares hereinafter collectively referred to as the “Other Shares”), would equal 10% interfere with the successful marketing of the aggregate securities proposed to be included in the underwritten public offering, then the number of such shares to be included in such underwritten public offering shall be reduced, and shares shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, first by excluding shares held by the directors, officers, employees and founders of the Company, and then, to the extent necessary, by excluding Registrable Securities participating in such underwritten public offering, pro rata, based on the number of shares of Common Stock outstanding after Registrable Securities each such holder proposed to include. (f) If requested by the Company in connection with an underwritten public offering, all shares of Common Stock (including purchased by the Shares) Investor pursuant to the Subscription Agreement proposed to be distributed under included in the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior underwritten public offering pursuant to the proposed filing date or, Investors’ piggyback registration rights contained in this Section 3 shall be withheld from the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known market by the Company Investor for a period, not to be an Eligible Stockholder on exceed 6 months following a public offering, that the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), managing underwriter reasonably determines as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include necessary in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act order to effect the registration of underwritten public offering. The Investor shall execute such documentation as the Eligible Shares. In the event an Eligible Stockholder is not known by the Company managing underwriter reasonably requests to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a preevidence this lock-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysup.

Piggyback Registration. The From and after January 24, 2001 to January 24, 2003, if the Company will notify each record holder at any time proposes to register any of a General Unsecured Claim that holds 855,000 (or such lesser number of its shares of Common Stock as would equal 10% under the Securities Act (including pursuant to a demand of any stockholder of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the SharesCompany exercising registration rights) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior for sale to the proposed filing date or, in the case of any Subsequent Registration Statement or public (except with respect to an Eligible Stockholder registration statements on Forms ▇-▇, ▇-▇ or another form not known available for registering the Registrable Securities for sale to the public), each such time it will give written notice to the holder of the outstanding Registrable Securities of its intention to do so. Upon the written request of the holder of the Registrable Securities given within thirty (30) days after transmittal by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior holder of such notice, the Company will, subject to the proposed filing date)limits contained in this Section 3, as promptly as practicable prior use its best efforts to the filing date. Each cause such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery Registrable Securities of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes holder to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated be registered under the Securities Act and qualified for sale under any state blue sky law, all to effect the registration extent requisite to permit such sale or other disposition by the holder of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration StatementRegistrable Securities so registered; provided, however, that if the Company will is advised in writing in good faith by any managing underwriter of the Company's securities being offered in a public offering pursuant to such registration statement that the amount to be sold by Persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including the holder of shares of Registrable Securities) pursuant to a contractual, "piggyback" right to include such securities in a registration statement to a number deemed satisfactory by such managing underwriter provided that no reduction shall be made in the amount of Registrable Securities offered for the account of the holder of Registrable Securities unless such reduction is imposed pro rata with respect to all securities whose holders have no obligation a contractual, "piggyback" right to add Eligible Stockholders include such securities in the registration statement as to which inclusion has been requested pursuant to such right; provided, however, that there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any Management Holder or any officer or employee of the Company or any subsidiary of the Company, (ii) any holder thereof not having any such contractual, registration rights, and (iii) any holder thereof having contractual, registration rights subordinated and junior to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysrights of the holder of Registrable Securities.

Piggyback Registration. The (a) If the Company at any time proposes to register Common Stock under the Securities Act for sale to the public (including registrations pursuant to Section 2 or 3 hereof), whether for its own account or for the account of other security holders or bow (except registration statements on Form ▇-▇, ▇-▇ or another form not available for registering the Eligible Securities for sale to the public), each such time it will give written notice to all Holders of its intention to do so. Upon the written request of any Holder (a "Piggyback Request"), given within 20 days after receipt of any such notice, to register any of its Eligible Securities, the Company will notify each record holder use its best efforts to cause the Eligible Securities as to which registration shall have been so requested to be covered by the registration statement proposed to be filed by the Company. (b) In the event that any registration statement described in this Section 4 shall relate, in whole or in part, to an underwritten public offering of shares of Common Stock, the Eligible Securities to be registered must be sold through the same underwriters as have been selected by the Company or agreed to pursuant to Section 2(b) hereof. Otherwise, the method of distribution of the Eligible Securities to be sold by any Holder making a Piggyback Request shall be as specified therein. Except in the case of a General Unsecured Claim that holds 855,000 (registration statement filed pursuant to a Registration Request under Section 2 hereof or such lesser a Form S-3 Request made under Section 3 hereof, the number of shares of Common Stock as would equal 10% to be included in such registration statement on account of any person (other than the Company) may be reduced if and to the extent that the underwriter or underwriters shall be of the aggregate opinion that such inclusion would materially adversely affect the marketing of the total number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) proposed to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writingsold, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company shares to be an Eligible Stockholder until after registered and sold by each person (other than the time Company) shall be reduced pro rata according to the relative number of fully-diluted shares owned by such Shelf Registration Statement is filed, upon receipt of person. Notwithstanding the foregoing information from such Eligible Stockholderprovisions of this Section 4, the Company shall use its commercially reasonable best efforts may withdraw any registration statement referred to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement this Section 4 without thereby incurring any liability to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysany requesting Holder.

Piggyback Registration. The If at any time after an Initial Public Offering the Company will notify each record holder of a General Unsecured Claim that holds 855,000 (proposes for any reason to register Primary Shares or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed Other Shares under the Plan have been distributed Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto or other than in accordance connection with an exchange offer or offering solely to the Plan) Company's stockholders), it shall promptly give written notice to each Stockholder of its intention to so register the Primary Shares or more Eligible Other Shares (each, an “Eligible Stockholder” and, collectivelyupon the written request, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 15 days after delivery of the above-described any such notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible any Stockholder wishes to include in such Registration Statement and provide, as a condition to registration Registrable Shares held by such inclusion, such information regarding itself, its Eligible Stockholder (which request shall specify the number of Registrable Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company proposed to be an Eligible Stockholder until after the time included in such Shelf Registration Statement is filed, upon receipt of the foregoing information from registration by such Eligible Stockholder), the Company shall use its commercially reasonable best efforts to name cause all such Eligible Stockholder Registrable Shares to be included in such registration on the same terms and conditions as a selling securityholder the securities otherwise being sold in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementsuch registration; provided, however, that if the managing underwriter advises the -------- ------- Company will that the inclusion of all Registrable Shares or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order of priority: (ii) second, the Registrable Shares held and requested ------ to be included in such registration by the Stockholders, pro --- rata based upon the number of Restricted Shares (determined ---- on an As Converted Basis) owned by each such Stockholder at the time of such registration (provided that if the managing underwriter in any such proposed registration reasonably determines that the inclusion in such registration of the full number of Registrable shares which the Management Stockholders have no obligation requested to add Eligible be included, and would otherwise have been entitled to include in such, would have a material adverse effect on the pricing of such offering, then the Management Stockholders shall be entitled to include only up to that number of Registrable Shares (allocated among them based on the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days.full number of Registrable Shares each of them requested to include, unless they agree otherwise) which the managing underwriter reasonably determines may be included to avoid such material adverse effect); and (iii) third, the Other Shares. -----

Piggyback Registration. The (a) If at any time, and from time to time, the Company will notify each record holder of proposes to— (A) file a General Unsecured Claim that holds 855,000 (or such lesser number of shares registration statement under the Securities Act with respect to an underwritten offering of Common Stock as would equal 10% of the aggregate number Company or any securities convertible or exercisable into Common Stock of shares the Company (other than with respect to a registration statement (i) on Form S-8 or any successor form thereto, (ii) on Form S-4 or any successor form thereto or (iii) another form not available for registering the Registrable Securities for sale to the public), whether or not for its own account; or (B) conduct an underwritten offering constituting a “takedown” of a class of Common Stock outstanding after all shares of or any securities convertible or exercisable into Common Stock registered under a shelf registration statement previously filed by the Company; the Company shall give written notice (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible StockholdersPiggyback Notice”) of such proposed filing or underwritten offering to the Holders at least twenty (20) Business Days before the anticipated filing date. Such notice shall include the number and class of securities proposed to be registered or offered, the proposed date of filing of such registration statement or the Mandatory Registration Statement or conduct of such underwritten offering, any Subsequent Registration Statement at least 20 days prior to proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed filing date maximum offering price of such securities as such price is proposed to appear on the front cover page of such registration statement (or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder Underwritten Offering, would appear on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing datefront cover page of a registration statement), as promptly as practicable prior to and shall offer the filing date. Each such Eligible Stockholder shall be given an Holders the opportunity to include in register such Registration Statement all or any part amount of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of Registrable Securities as each Holder may request on the above-described notice by the Company, so notify the Company in writing, same terms and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, conditions as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In Company’s and/or the event an Eligible Stockholder is not known by holders of other securities of the Company securities, as the case may be (a “Piggyback Offering”). Subject to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible StockholderSection 7(b), the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder will include in each Piggyback Offering all Registrable Securities for which the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by Company has received written requests for inclusion within ten (10) Business Days after the SEC, by means of a Prospectus supplement to date the Shelf Registration StatementPiggyback 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; provided further, however that, in the case of an underwritten offering in the form of a “takedown” under a shelf registration statement, such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be offered. (b) The Company will cause the managing underwriter or underwriters of the proposed offering to permit the Holders that have requested Registrable Securities to be included in the Piggyback Offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, of the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advises the Company and the selling Holders in writing that, in its view, the total amount of securities that the Company, such Holders and any other holders entitled to participate in such offering (“Other Holders”) propose to include in such offering is such as to materially adversely affect the success of such underwritten offering, then: (A) if such Piggyback Offering is an underwritten primary offering by the Company for its own account, the Company will have no include in such Piggyback Offering: (i) first, all securities to be offered by the Company; (ii) second, up to the full amount of securities requested to be included in such Piggyback Offering by the Holders and the Equity Holders and the Noteholders 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; and (iii) third, up to the full amount of securities requested to be included in such Piggyback Offering by all other Other Holders; (B) if such Piggyback Offering is an underwritten secondary offering for the account of Other Holders exercising “demand” rights (including pursuant to a Demand Registration Request), the Company will include in such registration: (i) first, all securities of the Other Holders exercising “demand” rights (including pursuant to a Demand Registration Request) requested to be included therein; (ii) second, up to the full amount of securities requested to be included in such Piggyback Offering by the Holders and the Equity Holders and the Noteholders entitled to participate in such offering (except for any of the foregoing groups to the extent such group was the group exercising such “demand” right), allocated pro rata among such holders on the basis of the amount of securities requested to be included therein by each such holder; (iii) third, up to the full amount of securities proposed to be included in the registration by the Company; and (iv) fourth, up to the full amount of securities requested to be included in such Piggyback Offering by any other Other Holders entitled to participate therein, allocated pro rata among such other Other Holders on the basis of the amount of securities requested to be included therein by each such other Other Holder; 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 materially adversely affecting the success of such Piggyback Offering. (c) If at any time after giving the Piggyback Notice and prior to the time sales of securities are confirmed pursuant to the Piggyback Offering, the Company determines for any reason not to register or delay the registration of the Piggyback Offering, the Company may, at its election, give notice of its determination to all Holders, and in the case of such a determination, will be relieved of its obligation to add Eligible Stockholders register any Registrable Securities in connection with the abandoned or delayed Piggyback Offering, without prejudice. (d) Any Holder of Registrable Securities requesting to be included in a Piggyback Offering may withdraw its request for inclusion by giving written notice to the Shelf Company, at least three (3) Business Days prior to the anticipated Effective Date of the Registration Statement as selling securityholders more frequently than once every 30 calendar daysfiled in connection with such Piggyback Offering, or in the case of a Piggyback Offering constituting a “takedown” off of a shelf registration statement, at least three (3) Business Days prior to the anticipated date of the filing by the Company under Rule 424 of a supplemental prospectus (which shall be the preliminary supplemental prospectus, if one is used in the “takedown”) with respect to such offering, of its intention to withdraw from that registration; provided, however, that (i) the Holder’s request be made in writing and (ii) the withdrawal will be irrevocable and, after making the withdrawal, a Holder will no longer have any right to include its Registrable Securities in that Piggyback Offering.

Piggyback Registration. The If the Company will notify each record holder of a General Unsecured Claim that holds 855,000 (at any time proposes for any reason to register Primary Shares or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed Other Shares under the Plan have been distributed in accordance with Securities Act (other than on Form S-4 or Form S-8 promulgated under the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement Securities Act or any Subsequent Registration Statement successor forms thereto), it shall promptly give written notice to Cameron Associates of its intention to register the Primary Shares or Other Shares at least 20 business days prior to the proposed anticipated filing date orof the registration statement relating thereto. Upon the written request, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 business days after delivery of the above-described any such notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes Cameron Associates to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible registration Registrable Shares and (which request shall specify the intended method number of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company Registrable Shares proposed to be an Eligible Stockholder until after the time included in such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholderregistration), the Company shall use its commercially reasonable best efforts to name cause all such Eligible Stockholder Registrable Shares to be included in such registration on the same terms and conditions as a selling securityholder the securities otherwise being sold in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementsuch registration; provided, however, that that: (a) if any managing underwriter for the public offering contemplated by such registration advises the Company will have no in writing that, in such firm's good faith opinion, the inclusion of any or all Registrable Shares or Other Shares proposed to be included in such registration would adversely affect the offering and sale (including pricing) of the Primary Shares proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: (i) first, the Primary Shares; (ii) second, the Other Shares; and (iii) third, the Registrable Shares. (b) if at any time after giving written notice of its intention to register any Primary Shares or Other Shares and prior to the effective date of such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to Cameron Associates and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to add Eligible Stockholders register any Registrable Shares in connection with such registration and (ii) in the case of a determination to delay such registration, the Shelf Registration Statement Company shall be permitted to delay registration of any Registrable Shares requested to be included in such registration for the same period as selling securityholders more frequently than once every 30 calendar daysthe delay in registering such other securities.

Piggyback Registration. The (a) If at any time the Company will notify each record determines to file a registration statement (including pursuant to the request of any security holder of the Company which has the right to require the Company to file such a General Unsecured Claim registration statement) under the Securities Act of 1933, as amended (the “1933 Act”), to register an offering of shares of Common Stock, it must give to the Holder written notice of such determination at least thirty (30) days prior to each such filing. If, within fifteen (15) days after receipt of any such notice, the Holder so requests in writing, the Company must include, subject to the provisions of Section 5.1(b), in such registration statement all of the Holder’s Warrant Shares that holds 855,000 such Holder requests to be so included. All such Warrant Shares, together with any other shares of Common Stock the Holder has the right to require the Company to include in any such registration statement, are sometimes referred to herein as the “Registrable Securities.” (or b) Any Registrable Securities of the Holder that are to be included in a registered public offering pursuant to this Section 5.1 shall be offered and sold upon such lesser terms as the managing underwriters thereof determine; provided, however, that any such terms must be the same as the terms to which any other holder of Registrable Securities will be bound and must not be substantially different from the terms pursuant to which the Company and any other security holder selling shares of Common Stock in such offering are selling such shares. The managing underwriters may condition the Holder’s participation in such a registered public offering upon the Holder’s execution of an underwriting agreement containing customary terms and conditions which would customarily be applicable to selling shareholders. If the managing underwriters for a registered public offering determine that the number of shares of Common Stock as proposed to be sold in such offering would equal 10% adversely affect the marketing of the aggregate shares of Common Stock to be sold by the Company therein or by the person or persons who exercised their right to require the Company to register such offering under the 1933 Act, then the number of shares of Common Stock outstanding to be included in such offering shall be reduced in the following order until the number of such shares does not exceed the number that the managing underwriters believe can be sold without any such adverse effects: (i) The shares of Common Stock to be included in such offering for the accounts of persons who do not have any contractual registration rights shall be reduced pro rata among such persons based upon the number of shares of Common Stock beneficially owned by them until the number of shares to be included for such persons is equal to zero. (ii) The Registrable Securities to be included in such offering for the accounts of persons whose contractual registration rights are inferior in right of priority to the registration rights of the Holder shall be reduced pro rata among such persons based upon the number of Registrable Securities beneficially owned by them until the number of Registrable Securities to be included for such persons is equal to zero. (iii) The Registrable Securities to be included in such offering for the accounts of the Holder and other persons who have equivalent contractual registration rights shall be reduced pro rata among such persons based upon the number of Registrable Securities beneficially owned by them until the number of Registrable Securities to be included for such persons is equal to zero. (iv) The shares of Common Stock to be included in such offering for the accounts of the Company and other persons who have demand (provided such demand has been exercised) or other contractual registration rights that are superior to those of the Holder shall be reduced as provided in the arrangements among such parties. If the Holder which has elected to participate in a registered public offering determines that it does not approve of the terms of any such offering prior to the effectiveness of the related registration statement under the 1933 Act, then the Holder may elect to withdraw therefrom by giving written notice of such withdrawal to the Company and the managing underwriters prior to such effectiveness. (c) All registration rights granted under this Section 5.1 shall terminate and be of no further force or effect from and after all the fifth anniversary of the effective date under the 1933 Act of the registration statement for the Company’s first registered public offering of shares of Common Stock (including the Shares“Initial Offering”). A Holder shall not be entitled to exercise its registration rights under this Section 5.1 at any time that all Registrable Securities beneficially owned by such Holder may be sold pursuant to Rule 144(k) under the 1933 Act. If at any time the Warrants are exercisable, in whole or in part, for any securities other than shares of Common Stock, then the provisions of this Section 5.1 shall apply equally to the registration of any offering of that class or series of securities. (d) Notwithstanding anything to the contrary set forth herein: (i) The provisions of this Section 5.1 shall not apply to any registration statement that is being filed to register the offering of (A) securities being offered in the Initial Offering, (B) securities to be distributed under issued solely in connection with the Plan have been distributed acquisition of any entity or business, (C) securities issuable solely pursuant to employee benefit plans (including pursuant to the exercise of stock options), or (D) securities the offering of which is being registered on a registration form that does not permit the registration of the offering of securities for security holders. (ii) The Company may withdraw any registration statement referred to in this Section 5.1 in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) provisions of the proposed filing of the Mandatory Registration Statement or 1933 Act without thereby incurring any Subsequent Registration Statement at least 20 days prior liability to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration StatementHolder; provided, however, that the Company will have no obligation shall continue to add Eligible Stockholders be subject to requirements of this Section 5.1 for any other registration statement. (e) The Company shall, and hereby does, indemnify and hold harmless, to the Shelf Registration Statement fullest extent permitted by law, the Holder of Registerable Shares covered by such registration statement, its directors, officers, partners, managers and each other Person, if any, who controls such Holder, employees, agents, successors and assigns (each an “Indemnified Person”), against any and all losses, claims, damages or liabilities, joint or several, and expenses (including fees of counsel and any amounts paid in any settlement), to which such Indemnified Persons may become subject under the 1933 Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof), or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which Registerable Shares were registered under the 1933 Act or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary, final, supplemental or summary prospectus, together with the documents incorporated by reference therein (as amended or supplemented if the Company shall have filed with the Commission any amendment thereof or supplement thereto), or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any violation by the Company of any federal or state rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration. The Company will reimburse Indemnified Persons for any reasonable legal or any other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding. Notwithstanding the foregoing, the Company shall not be liable to any Indemnified Person to the extent that any such loss, claim, damage, liability (or action or proceeding, whether commenced or threatened, in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any such Indemnified Person, for use in the preparation of the registration statement. (f) If the indemnification provided for in Section 5.1(e) above is unavailable to an indemnified party in respect of any expense, loss, damage or liability referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such expense, loss, claim, damage or liability (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holder, on the other from the distribution of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Holder, on the other in connection with the statements or omissions which resulted in such expense, loss, damage or liability, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Holder, on the other in connection with the distribution of the Registrable Securities shall be deemed to be in the same proportion as the total net proceeds received by the Company from the initial sale of the Registrable Securities by the Company to the purchaser bear to the gain realized by the selling securityholders more frequently than once every 30 calendar Holder. The relative fault of the Company on the one hand and of the Holder, on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by the Holder and parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided that the foregoing contribution agreement shall not inure to the benefit of any indemnified party if indemnification would be unavailable to such indemnified party by reason of the proviso contained in the first sentence of Section 5.1(e), and in no event shall the obligation of any indemnifying party to contribute under this Section 5.1(f) exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Section 5.1(e) had been available under the circumstance. (g) Notwithstanding the provisions of this Section 5.1(g), no holder of Registrable Securities shall be required to contribute any amount in excess of the amount by which in the case of any such holder, the net proceeds received by such holder from the sale of Registrable Securities exceeds the amount of any damages that such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 1l(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. (h) The Holder, for so long as the Holder has the right to exercise its registration rights hereunder, if requested by the Company or an underwriter of securities of the Company, shall agree not to sell or otherwise transfer or dispose of any Registrable Securities held by the Holder for a specified period of time (not to exceed 180 days) following the effective date of a registration statement with respect to the Company’s securities. Such agreement shall be in writing in a form satisfactory to the Company and such underwriter. The Company may impose stop transfer instructions with respect to the Registrable Securities subject to the foregoing restriction until the end of the lock-up period.

Piggyback Registration. The (a) If, at any time after the date hereof, the Company proposes to prepare and file with the Securities and Exchange Commission (the "Commission") a registration statement covering equity or debt securities of the Company or any such securities of the Company held by its shareholders, other than in connection with a merger, acquisition or pursuant to a registration statement on Form S-4 or Form S-8 or any successor form, the Company will notify give written notice of its intention to do so to the Holder at least thirty (30) days prior to the filing of each record holder such Registration Statement. Upon the written request of the Holder, made within fifteen (15) days after receipt of the notice, that the Company include any of the Registrable Securities in the proposed registration statement, the Company shall, as to the Holder, use reasonable best efforts to effect the registration under the Securities Act of 1933, as amended (the "Act") of such Registrable Securities which it has been so requested to register (the "Piggyback Registration"); (b) Notwithstanding the provisions of paragraph (a) above, if the Piggyback Registration is in connection with an underwritten public offering and in the written opinion of the Company's underwriter or managing underwriter of the underwriting group, if any, for such offering, the inclusion of all or a General Unsecured Claim portion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company or the selling shareholder(s), if any, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise having a material adverse effect on the offering, then the Company may exclude from such offering all or a portion of the Registrable Securities which it has been requested to register. Notwithstanding the provisions of paragraph (a) above, the right to Piggyback Registration shall not apply, unless Company otherwise agrees in writing, to any registration statement: (i) to be filed on a registration form which is unavailable for the registration of the Registrable Securities; (ii) relating solely to Registrable Securities to be offered pursuant to (x) an employee benefit plan, or (y) a dividend or interest reinvestment plan (including such a plan that holds 855,000 has an open enrollment or cash investment feature); (iii) relating to Company securities to be issued for a consideration other than solely cash; (iv) relating to Company securities to be offered solely to existing security holders of Company, through a "rights offering" or such lesser otherwise; (v) relating solely to Company securities to be issued on the exercise of options, warrants and similar rights, or on the conversion or exchange of other securities, issued by Company or any other person; (vi) relating solely to debt securities of Company, including debt securities that are convertible or exchangeable for equity securities of Company; or (vii) that may become effective automatically upon filing with the Commission pursuant to Rule 462 under the Act or otherwise. (c) If securities are proposed to be offered for sale pursuant to a registration statement by other security holders of the Company and the total number of shares of Common Stock securities to be offered by the Holder and such other selling security holders is required to be reduced pursuant to a request from the underwriter or managing underwriter as would equal 10% of set forth in paragraph (b) above, the aggregate number of shares Registrable Securities to be offered by the Holder pursuant to such registration statement shall equal the number which bears the same ratio to the maximum number of Common Stock outstanding after securities that the underwriter or managing underwriter believes may be included for all shares of Common Stock the selling security holders (including the SharesHolder) as the original number of Registrable Securities proposed to be distributed under sold by the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior Holder bears to the total original number of securities proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known be offered by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares Holder and the intended method other selling security holders. (d) Notwithstanding the preceding provisions of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholderthis Section, the Company shall use its commercially reasonable best efforts have the right to name such Eligible Stockholder as a selling securityholder in elect not to file any proposed registration statement or to withdraw the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by same after the SEC, by means of a Prospectus supplement filing but prior to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar dayseffective date thereof.

Piggyback Registration. The (a) If, at any time during the Warrant Exercise Term, the Company will notify each record holder proposes to register any of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed its securities under the Plan have been distributed Act (other than in accordance connection with the Plana merger or pursuant to Form S-8) or more Eligible Shares (eachit will give written notice by registered mail, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 thirty (30) days prior to the filing of each such registration statement, to the Underwriter and to all other Holders of the Registrable Securities (as defined in Section 7.2(c)). If any Holder of a Registrable Security (each, a "Requesting Holder") notifies the Company within ten (10) days after receipt of the notice of its desire to include any such securities in the proposed filing date orregistration statement, the Company shall afford such Requesting Holder the opportunity to have any such Registrable Securities registered under such registration statement. (b) Notwithstanding the foregoing, if, in the case written opinion of any Subsequent Registration Statement or with respect the Company's managing underwriter, if any, for such offering, the inclusion of all of a portion of the Registrable Securities requested to an Eligible Stockholder not known be registered, when added to the securities being registered by the Company or any selling shareholder(s), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then-current Market Value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from any offering which includes only securities to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice sold by the Company, so notify the Company in writing, and in such notice shall inform the Company all or a portion of the number of Eligible Shares such Eligible Stockholder wishes Registrable Securities which the managing underwriter states in writing will materially and adversely affect the offering it has been requested to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statementregister; provided, however, that in the event that the Company agrees to register securities of any other holder of the Company's Common Stock (or securities convertible into or exercisable for the Common Stock) on the date of this Agreement or affiliate of such holder in a separate prospectus within six (6) months of the effectiveness of such offering, the Company will have include all Registrable Securities proposed to be sold by a Requesting Holder in such prospectus as long as the Requesting Holder agrees not to publicly sell such Registrable Securities, without the consent of the managing underwriter, for a period of up to twelve (12) months from the effective date of the registration statement for the underwritten offering, but in no obligation event longer than the period to add Eligible Stockholders which any such other holder of the Company's Common Stock (or securities convertible into or exercisable for the Common Stock) on the date of this Agreement or affiliate of such holder has similarly agreed. If securities are proposed to be offered for sale pursuant to the Shelf Registration Statement registration statement relating to the underwritten offering by other security holders of the Company and the managing underwriter requests that the total number of securities to be offered by the Requesting Holders and such other selling security holders be reduced (which request shall be made only for the reasons and in the manner set forth above), the aggregate number of Registrable Securities to be offered by the Requesting Holders pursuant to such registration statement shall bear the same ratio to the maximum number of securities that the managing underwriter believes may be included for all the selling security holders (including the Requesting Holders) as the original number of Registrable Securities proposed to be sold by the Requesting Holders bears to the total original number of securities proposed to be sold by all the selling securityholders more frequently security holders (including the Requesting Holders); provided, however, that in the event that the Company agrees to register securities of any other holder of the Company's Common Stock (or securities convertible into or exercisable for the Common Stock) on the date of this Agreement or affiliate of such holder in a separate prospectus within six (6) months of the effectiveness of such offering, the Company will include all Registrable Securities proposed to be sold by a Requesting Holder in such prospectus as long as the Registered Holder agrees not to publicly sell such Registrable Securities, without the consent of the managing underwriter, for a period of up to twelve (12) months from the effective date of the registration statement for the underwritten offering, but in no event longer than once every 30 calendar daysthe period to which any such other holder of the Company's Common Stock (or securities convertible into or exercisable for the Common Stock) on the date of this Agreement or affiliate of such holder has similarly agreed. Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof. (c) As used herein, the term "Registrable Security" includes each Warrant and Warrant Share; provided, however, that with respect to any particular Registrable Security, such security shall cease to be a Registrable Security when, as of the date of determination: (i) it has been effectively registered under the Act and disposed of pursuant thereto; (ii) registration under the Act is no longer required for subsequent public distribution of such security or (iii) it has ceased to be outstanding. The term "Registrable Securities" includes any and/or all of the securities falling within the foregoing definition of a "Registrable Security." In the event of any merger, reorganization, consolidation, recapitalization or other change in corporate structure affecting the Common Stock, such adjustment shall be made in the definition of "Registrable Security" as is appropriate in order to prevent any dilution or enlargement of the rights granted pursuant to this Article 7.

Piggyback Registration. The Company will notify each record holder Commencing on the Appraisal Date and continuing until such time as the Registrable Shares are freely salable without restriction under Rule 144 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), if the Parent shall determine to proceed with the preparation and filing of a General Unsecured Claim Registration Statement in connection with the proposed offer and sale of any of its securities by it or any of its officers or directors (other than a registration statement on Form ▇-▇, ▇-▇ or other limited purpose form), the Parent will give written notice of such determination to the Company Shareholder. Upon receipt of a written request from the Company Shareholder within thirty (30) days after receipt of any such notice from the Parent, the Parent will, except as herein otherwise provided, cause all the Registrable Shares to be included in such Registration Statement, to the extent requisite to permit the sale or other disposition by the Company Shareholder of the Registrable Shares (hereinafter referred to as "Piggyback Registration"). If any registration pursuant to this Section 2.03 shall be underwritten in whole or in part, the Parent may require that holds 855,000 the Registrable Shares requested for inclusion pursuant to this Section 2.03 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that the Registrable Shares requested for inclusion pursuant to this Section 2.03 together with any other shares which have similar piggyback registration rights or otherwise included by selling shareholders (such shares and the Registrable Shares being collectively referred to as the "Requested Stock") would, in the good faith judgment of the managing underwriter of such public offering, reduce the number of shares to be offered by the Parent or such lesser interfere with the successful marketing of the shares of stock offered by the Parent, the number of shares of Common Requested Stock as would equal 10% otherwise to be included in the underwritten public offering may be reduced pro-rata (by number of shares) among the holders thereof requesting such registration or excluded in their entirety if so required by the underwriter. To the extent that only a portion of the aggregate number of Requested Stock is included in the underwritten public offering, those shares of Common Requested Stock outstanding which are thus excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed sixty (60) days after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) consummation of the proposed filing underwritten public offering, which the managing underwriter reasonably determines is necessary in order to effect such offering; provided however, that (except as to holders who are "affiliates" of the Mandatory Registration Statement Parent) such date shall not be later than the earliest date at which similar restrictions on sales of securities of the Parent by any non-affiliates of the Parent are terminated, released or any Subsequent Registration Statement at least 20 days prior to waived. The obligation of the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder Parent under this Section 2.03 shall be given an opportunity unlimited as to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes Registration Statements to include in such Registration Statement which it applies. The rights and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and obligations of the intended method of disposition of such securities as is required Company Shareholder pursuant to Regulation S-K promulgated under the Securities Act this Article II shall extend to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder any Permitted Transferees (as a selling securityholder defined in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysSection 2.04 hereunder).

Piggyback Registration. The (a) If the Company at any time proposes to register Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements subject to Section 2 or registration statements on Form ▇-▇, ▇-▇ or another form not available for registering the Eligible Securities for sale to the public), each such time it will give written notice to all Holders of its intention to do so. Upon the written request of any Holder (a "Piggyback Request"), given within 20 days after the date on which the Company delivers the notice of proposed registration to all Holders, such date to be determined by the notice provisions of Section 12(b) of this Agreement, the Company will notify each record holder use its best efforts to cause the Eligible Securities as to which registration shall have been so requested to be covered by the registration statement proposed to be filed by the Company. (b) In the event that any registration statement described in this Section 3 shall relate, in whole or in part, to an underwritten public offering of shares of Common Stock, the Eligible Securities to be registered must be sold through the same underwriters as have been selected by the Company or any other person who initiated the filing of the registration statement by exercising a General Unsecured Claim that holds 855,000 right to require the Company to do so (or such lesser a "Requesting Non-Party Stockholder"). Otherwise, the method of distribution of the Eligible Securities to be sold by any Holder making a Piggyback Request shall be as specified therein. The number of shares of Common Stock as would equal 10% to be included in such registration statement on account of any person (other than the Company and any Requesting Non-Party Stockholder) may be reduced if and to the extent that the managing underwriter or underwriters shall be of the aggregate opinion that such inclusion would adversely affect the marketing of the total number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) proposed to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writingsold, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes shares to include in such Registration Statement be registered and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known sold by each person (other than the Company and any Requesting Non-Party Stockholder) shall be reduced pro rata according to the number of shares requested to be an Eligible Stockholder until after the time registered by such Shelf Registration Statement is filed, upon receipt of person. Notwithstanding the foregoing information from such Eligible Stockholderprovisions of this Section 3, the Company shall use its commercially reasonable best efforts may withdraw any registration statement referred to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement this Section 3 without thereby incurring any liability to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysany requesting Holder.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% a) If, at any time following the date of the aggregate number Offering and during the term of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) Agreement with respect to be distributed each Holder, the Company proposes to file a registration statement under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or Securities Act with respect to an Eligible Stockholder not known offering of its Ordinary Shares (i) for 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 Company Commission)) or (ii) for the account of any holders of its Ordinary Shares (including any pursuant to be an Eligible Stockholder a Demand Registration), on the Plan Effective Date (a form and not so known at least 25 days prior in a manner that would permit registration of Registrable Shares for sale to the public under the Securities Act, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform offer each Holder the Company opportunity to register such number of Registrable Shares as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Eligible Registrable Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time disposed of by such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible StockholderHolder), the Company shall use its commercially reasonable best efforts include in such registration statement (a "Piggyback Registration" and, collectively with a Demand Registration, a "Registration") such number of Registrable Shares as shall be set forth in such notice. (b) Notwithstanding anything contained in this Section 3.02, if the lead underwriter of an offering involving a Piggyback Registration advises the Company that the inclusion of such Registrable Shares (i) would materially and adversely affect the price of the Ordinary Shares to name be offered or (ii) result in a greater amount of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered by each party requesting Piggyback Registration shall be reduced such Eligible Stockholder as a selling securityholder that the total number of Registrable Shares being registered is not larger than such number which, in the Shelf Registration Statement opinion of such underwriters, can be sold without (y) materially and adversely affecting the price of the Ordinary Shares to be offered or (z) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by means each of a pre-effective amendment, by means them. Nothing contained herein shall require the Company to reduce the number of a post-effective amendment or, if permitted Ordinary Shares proposed to be issued by the SEC, by means Company. (c) No Piggyback Registration effected under this Section 3.02 shall be deemed to have been effected pursuant to Section 3.01 hereof or shall release the Company of a Prospectus supplement its obligations to effect any Demand Registration upon request as provided under Section 3.01 hereof. (d) The Company shall not be obligated to effect any registration of Registrable Shares under this Section 3.02 that is incidental to the Shelf Registration Statement; providedregistration of any of its securities in connection with any merger, howeveracquisition, that exchange offer, dividend reinvestment plan or stock option or other employee benefit plan. (e) Notwithstanding anything contained in this Section 3.02, if, at any time after giving notice of its intention to register any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company will have no shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to the Holders participating in such registration and thereupon the Company shall be relieved of its obligation to add Eligible Stockholders register any Registrable Shares in connection with such registration (but not from its obligation to pay expenses incurred in connection with such registration to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysextent provided in Section 3.05). (f) No Holder may participate in any underwritten registration pursuant to Section 3.01 of this Agreement or this Section 3.02 unless such Holder (i) agrees to sell such Holder's Registrable Shares on the basis provided in any underwritten arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Piggyback Registration. The Company will notify each record holder of a General Unsecured Claim that holds 855,000 (If the Corporation at any time proposes for any reason to register Primary Shares or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed Other Shares under the Plan have been distributed in accordance with Securities Act (other than (a) the PlanPlanned Secondary Offering, PROVIDED that it is consummated on or before the Anticipated Offering Date or (b) on Form S-4 or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to effect the registration holders of Restricted Shares of its intention so to register the Primary Shares or Other Shares and, upon the written request, given within 30 days after delivery of any such notice by the Corporation, of the Eligible Shares. In holders of Restricted Shares to include in such registration Registrable Shares (which request shall specify the event an Eligible Stockholder is not known by the Company number of Registrable Shares proposed to be an Eligible Stockholder until after the time included in such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholderregistration), the Company Corporation shall use its commercially reasonable best efforts to name cause all such Eligible Stockholder Registrable Shares to be included in such registration on the same terms and conditions as a selling securityholder the securities otherwise being sold in such registration. Notwithstanding the foregoing, if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of Primary Shares proposed to be registered by the Corporation, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the Shelf Registration Statement following order: (i) FIRST, the Primary Shares; (ii) SECOND, any Registrable Shares requested to be included in such registration, PRO RATA based upon the number of Restricted Shares (based upon Common Stock equivalents) owned by means holders of a pre-effective amendmentRestricted Shares requesting inclusion of Registrable Shares in such registration at the time of such registration. (iii) THIRD, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysOther Shares.

Piggyback Registration. The If the Company will notify each record holder of at any time that the Registrable Securities are not registered pursuant to a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) registration statement required to be distributed filed pursuant to Section 2.1, proposes to register any of its securities under the Plan have been distributed in accordance Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory respect to a Special Registration Statement or any Subsequent Registration Statement at least 20 days prior a registration statement required to be filed pursuant to Section 2.1), each such time it will give written notice to all Holders of outstanding Registrable Securities of its intention so to do. Upon the proposed filing date or, in the case written request of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known such Holder, received by the Company to be an Eligible Stockholder on within thirty (30) days after the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part giving of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify to register any of its Registrable Securities, the Company will use its reasonable best efforts to cause the Registrable Securities as to which registration shall have been so requested to be included in writingthe securities to be covered by the registration statement proposed to be filed by the Company, and all to the extent requisite to permit the sale or other disposition by the holder of such Registrable Securities so registered. Notwithstanding any other provision of this Agreement, in such notice the event that any registration pursuant to this Section 2.2 shall inform be, in whole or in part, an underwritten public offering of Common Stock, if the Company underwriter determines in good faith that marketing factors require a limitation of the number of Eligible Shares such Eligible Stockholder wishes shares to include be underwritten, the number of shares that may be included in such Registration Statement the underwriting will be allocated, first, to the Company; second, to the “Investors” under that certain Fifth Amended and provideRestated Investors’ Rights Agreement dated August 5, 2016, as a condition to such inclusionamended, such information regarding itself, its Eligible Shares by and among the Company and the intended method Investors named therein; and third, to Investor. If Investor disapproves of disposition the terms of any such securities as is required pursuant underwriting, Investor may elect to Regulation S-K promulgated under withdraw therefrom by written notice to the Securities Act Company and the underwriter, delivered at least ten (10) business days prior to effect the effective date of the registration of the Eligible Sharesstatement. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information Any Registrable Securities excluded or withdrawn from such Eligible Stockholderunderwriting will be excluded and withdrawn from the registration. Notwithstanding the foregoing, the Company shall use its commercially reasonable best efforts may withdraw any registration statement referred to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement this Section 2.2 without thereby incurring any liability to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysholders of Registrable Securities.

Piggyback Registration. The If, at any time during the 120 day period commencing on the Closing Date, the Company shall file a registration statement (other than a registration statement on Form S-4, ▇▇▇▇ ▇-▇, ▇▇ any successor form) with the Securities and Exchange Commission (the "COMMISSION") while any Registrable Securities (as hereinafter defined) are outstanding, the Company shall give Stockholder, to the extent it then holds any Registrable Securities (the "ELIGIBLE HOLDER") at least 30 days' prior written notice of the filing of such registration statement. Unless the Eligible Holder notifies the Company in writing within 20 days after receipt of any such notice to the contrary, the Company shall, at the Company's sole expense (other than the fees and disbursements of counsel for the Eligible Holder, and the underwriting discounts, if any, payable in respect of the Registrable Securities sold by any Eligible Holder), register all of the Registrable Securities of all Eligible Holder, concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges, if any, on which the Company's Common Stock is being sold or on the over-the-counter market, and will notify each record holder use its best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. Notwithstanding the foregoing, if the managing underwriter of any such offering shall advise the Company in writing that, in its opinion, the distribution of all or a General Unsecured Claim that holds 855,000 portion of the Registrable Securities to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Company shall delay the offering and sale of such Registrable Securities (or the portions thereof so designated by such lesser number of managing underwriter) for such period, not to exceed 120 days (the "DELAY PERIOD"), as the managing underwriter shall request. As used herein, "REGISTRABLE SECURITIES" shall mean the shares of Common Stock owned by Stockholder on the date hereof as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (eachset forth on Schedule 1(a), an “Eligible Stockholder” andwhich, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder Stockholder, have not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required been previously sold pursuant to Regulation S-K a registration statement or Rule 144 promulgated under the Securities Act to effect of 1933, as amended (the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar days"SECURITIES ACT").

Piggyback Registration. The If the Company will notify each record holder proposes to file a Registration Statement under the Act with respect to an underwritten offering of the Company's common stock at any time within the period commencing one year from the date of this Agreement and ending on the earlier of (a) the second anniversary of the date of this Agreement and (b) the date of a General Unsecured Claim that holds 855,000 request pursuant to Section 7.2 hereof to effect a Registration (i) for the Company's own account (other than a Registration Statement on Form S-4 or Form S-8 (or any similar or substitute form that may be adopted by the SEC)) or (ii) for the account of any of its holders of common stock, then the Company shall give written notice of such lesser proposed filing to the Holder as soon as practicable (but in no event less than 10 business days before the anticipated filing date), and such notice shall offer the Holder the opportunity to Register such number of shares of Common Stock Registrable Securities as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including Holder may request on the Shares) same terms and conditions as the Company's common stock. If the Company proposes to be distributed file a Registration Statement under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, Act on Form S-4 to effect an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior offer to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect existing shareholders to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by exchange the Company, so notify 's common stock not registered under the Company in writing, and in such notice shall inform Act for common stock registered under the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required Act (other than pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholderthis Section 7), the Company shall use offer the Holder the opportunity to exchange its commercially reasonable best efforts Registrable Securities for common stock in such offer on the same terms and conditions as the Company's other shareholders. If the Holder exchanges Registrable Securities for the Company's common stock in such offer, such common stock shall not be deemed Registrable Securities. The Company shall not be required under this Section 7.5.5 to name Register any of the Holder's securities in connection with an underwritten offering of the Company's securities unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such Eligible Stockholder quantity as a selling securityholder will not, in the Shelf Registration Statement by means opinion of a pre-effective amendmentthe managing underwriters, by means interfere with the successful marketing of a post-effective amendment or, if permitted the offering by the SEC, Company. If the managing underwriters advise that the inclusion in such registration of all Registrable Securities and securities held by means other holders ("Other Piggyback Securities") requested to be registered would interfere with the successful marketing of a Prospectus supplement to the Shelf Registration Statement; provided, however, securities that the Company will have no obligation proposes to add Eligible Stockholders offer for its own account, then all securities for sale by the Company shall first be included and the number of Registrable Securities and Other Piggyback Securities to be registered shall be reduced pro rata among all holders thereof in proportion to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysvoting rights of all outstanding shares held by such holders.

Piggyback Registration. The Unless the Executive's employment with the Company will notify each record holder is terminated for Cause prior to June 30, 2000, if at any time the Company proposes to file a registration statement under the Securities Act of a General Unsecured Claim that holds 855,000 1933, as amended (the "Act") on Form S-1, Form S-2 or Form S-3 (or any successors to those Forms) covering an offering of the Company's Common Stock by the Company in which any of its shareholders participates, it shall include in the registration statement such lesser number of the Executive's shares of the Company's Common Stock as the Executive may designate in his request. If any registration of which the Executive is given notice pursuant to the preceding sentence shall be, in whole or in part, in connection with an underwritten offering of the Company's Common Stock, any request by the Executive pursuant to this Section 9 to register the distribution of the Executive's shares of the Company's Common Stock may, but need not, specify that those shares are to be included in the underwriting on the same terms and conditions as the shares of the Company's Common Stock, if any, otherwise being sold through underwriters. However, if the managing underwriter or underwriters determine and advise the Company in writing that the inclusion in the registration of all or a portion of the Executive's shares of the Company's Common Stock would interfere with the successful marketing of the other shares of the Company's Common Stock being sold, the Company shall not be obligated to include the Executive's shares which would interfere with the successful marketing of the other shares being sold; provided, that the Executive's shares are excluded pro rata with the shares of the other shareholders whose shares are to be included in the registration. If there is an underwritten offering of the shares of the Company's Common Stock and the Executive has the opportunity but does not sell his shares of Common Stock to the underwriter or underwriters, the Executive shall not sell those shares (i) during the period of distribution of the shares of the Company's Common Stock by the underwriter or underwriters and (ii) during any further period that participants in the offering agree not to sell their shares of the Company's Common Stock at the request of the underwriter or underwriters. Notwithstanding the foregoing, the Company shall not be obligated to include the Executive's shares of Common Stock in a registration statement if, the sale of the Executive's shares of Common Stock would be exempt from the registration requirements of the Act and, if requested, the Company has delivered to the Executive an opinion of counsel to the Company that such Common Stock is so exempting connection with any registration of all or a portion of the Executive's shares of the Company's Common Stock as contemplated by this Section 9, the Executive shall pay such of the expenses of such registration as the other shareholders included in such registration, in the proportion that the Executive's shares subject to the registration bear to the total number of shares of Common Stock as would equal 10% all shareholders whose shares are subject to the registration. The Company shall indemnify the Executive and his heirs, estate and personal representatives and hold each of them harmless against any damage, loss, cost or expense (including, without limitation, reasonable attorneys' fees and expenses) arising out of any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated in any registration statement or prospectus relating to the distribution of the aggregate number of Executive's shares of the Company's Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (eachStock, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior except to the proposed filing date orextent the damage, loss, cost or expense arises out of a statement or omission that was based upon information furnished in writing to the Company by the Executive for use in the case of any Subsequent Registration Statement registration statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing dateprospectus. Each such Eligible Stockholder The Executive shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by indemnify the Company, so its directors, officers, employees, agents and affiliates and their respective successors and assigns and hold each of them harmless against any damage, loss, cost or expense (including, without limitation, reasonable attorneys' fees and expenses) arising out of any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated in any registration statement or prospectus relating to the distribution of his shares of the Company's Common Stock to the extent the damage, loss, cost or expense arises out of a statement or omission that was based upon information furnished in writing to the Company by the Executive for use in the registration statement or prospectus. Promptly after receipt by an indemnified party of notice of the commencement of any action, suit or other proceeding for which such indemnified party is entitled to indemnification hereunder, the indemnified party shall notify the Company in writingindemnifying party of the commencement of any such action, and in suit or other proceeding. Failure to give such a notice shall inform not affect any liability the Company indemnifying party may have to the indemnified party otherwise than under this paragraph, except to the extent that the failure to notify shall have a material adverse affect on the indemnifying party's ability to defend the action, suit or other proceeding. The indemnifying party may participate in the action or may assume the defense of the number of Eligible Shares such Eligible Stockholder wishes action, with counsel reasonably satisfactory to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition indemnified party. After giving notice of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration an assumption of the Eligible Shares. In defense, the event an Eligible Stockholder is indemnifying party shall not known be responsible for any legal or other expenses subsequently incurred by the Company indemnified party in connection with the defense other than the reasonable costs of investigation. Unless the indemnifying party shall fail to be assume the defense of an Eligible Stockholder until after action for which the time such Shelf Registration Statement indemnifying party is filedobligated to provide indemnification hereunder, upon receipt the indemnified party shall not settle any claim or action without the consent of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysindemnifying party.

Piggyback Registration. (a) The Company will notify shall give the Shareholders at least 10 days’ prior written notice of each record holder filing by the Company of a General Unsecured Claim that holds 855,000 registration statement (other than a registration statement on Form S-4 or such lesser number of Form S-8 or on any successor forms thereto) with the Securities Exchange Commission (the “Commission”) pursuant to which the Company is registering shares of its Common Stock as would equal 10% for sale by itself or others for cash proceeds. If requested by the Shareholders in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the aggregate number Shares sold by the Shareholders), register all or, at the Shareholders’ option, any portion of the shares of Common Stock outstanding after common stock then held by the Shareholders, including all shares of common stock issuable to the Shareholders upon the exercise, conversion or exchange of other securities now held by the Shareholders (the “Shares”), concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Shares through the securities exchange, if any, on which the Common Stock (including is being sold or on the Shares) over-the-counter market, and will use its commercially reasonable efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Shares requested to be distributed under included in the Plan have been distributed in accordance registration concurrently with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known securities being registered by the Company to be an Eligible Stockholder on would adversely affect the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part distribution of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice securities by the Company, so notify then the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to will include in such Registration Statement registration first, the securities that the Company proposes to sell itself and providesecond, as a condition the Shares requested to be included in such inclusionregistration, such information regarding itself, its Eligible Shares and to the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under extent permitted by the Securities Act to effect the registration of the Eligible Shares. managing underwriter. (b) In the event an Eligible Stockholder is not known by of a registration pursuant to the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt provisions of the foregoing information from such Eligible Stockholderthis Agreement, the Company shall use its commercially reasonable best commercial efforts to name cause the Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such Eligible Stockholder jurisdictions as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration StatementShareholders may reasonably request; provided, however, that the Company will have no obligation shall not be required to add Eligible Stockholders qualify to do business in any state by reason of this Section 1(b) in which it is not otherwise required to qualify to do business. (c) The Company shall keep effective any registration or qualification contemplated by this Section 1 and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication until such time as all of the Shares may be sold without volume restrictions pursuant to Rule 144, in each case as determined by the counsel to the Shelf Registration Statement Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent. (d) In the event of a registration pursuant to the provisions of this Agreement, the Company shall furnish to the Shareholders such reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Shareholders may reasonably request to facilitate the disposition of the Shares included in such registration. (e) The Company shall notify the Shareholders promptly when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. (f) The Company shall advise the Shareholders promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued. (g) The Company shall promptly notify the Shareholders at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the reasonable request of the Shareholders prepare and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Shares or securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. The Shareholders shall suspend all sales of the Shares upon receipt of such notice from the Company and shall not re-commence sales until it receives copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Shareholders within 30 days of the date of such notice from the Company. (h) If requested by the underwriter for any underwritten offering of Shares, the Company and the Shareholders will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to the Company, the Company’s counsel and the Shareholders’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by the Company and the Shareholders and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling securityholders more frequently stockholders, including, without limitation, indemnities substantially to the effect and to the extent provided in Section 2 of this Agreement. (i) The Company agrees that until all the Shares have been sold under a registration statement or pursuant to Rule 144 promulgated under the Securities Act or other available exemption from Securities Act registration requirements, it shall use its reasonable commercial efforts to keep current in filing all reports, statements and other materials required to be filed with the Commission to permit the Shareholders to sell the Shares under Rule 144. (j) the Shareholders hereby agrees not to offer, sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of the Company’s Common Stock held of record or beneficially owned by the Shareholders (other than once every 30 calendar those included in the registration) which at the time of the effective date of such registration statement may be sold or otherwise transferred in reliance upon Rule 144 during the period of time (not to exceed 180 days) determined by the Board of Directors of the Company upon advice of its managing underwriter, from and after the effective date of the registration statement; provided that the obligations of the Shareholders under this Section 1(j) shall not apply unless each officer and director of the Company then outstanding, in each case, who are not signatories to this Agreement, are bound by similar restrictions. Such restriction shall not apply to shares registered in such offering. In order to enforce this provision, the Company may impose stop-transfer instructions with respect to such Shares until the end of such period. (k) However, nothing herein shall be construed to prohibit the Shareholders from reselling all or part of the Shares in a private transaction or transactions exempt from Securities Act registration under Section 4(1) thereof or otherwise; provided, however, that any such transferee(s) shall have the same registration rights and have the same obligations hereunder as the Shareholders, and that the Shareholders and all such transferees together shall share any resale limit imposed by an underwriter.

Piggyback Registration. The Company If the Corporation, at any time that Seller owns any Common Shares, proposes to register any Common Shares under the Securities Act of 1933, as amended (the "Securities Act"), it will notify each record holder give prompt written notice to Seller of the Corporation's intention to effect such a General Unsecured Claim registration and include in such registration all Common Shares owned by Seller with respect to which the Corporation has received written notice for inclusion therein within 20 days after the date of the Corporation's notice; provided, however, that: (a) if, at any time after giving written notice of its intention to register any shares and, prior to the effective date of the Registration Statement filed in connection with such registration, the Corporation shall determine for any reason not to register such Common Shares, the Corporation may, at its election, give written notice of such determination to Seller (if Seller has requested inclusion therein), and, thereupon, the Corporation shall be relieved of its obligation to register any Common Shares owned by Seller in connection with such registration; (b) if such registration shall be in connection with an underwritten public offering and the managing underwriter shall advise the Corporation in writing that holds 855,000 in its opinion the number of shares requested to be included in such registration exceeds the number of such securities which can be sold in such offering or would have an adverse impact on the price of such securities, the Corporation shall include in such registration as follows: (i) the securities to be included therein by the Corporation; (ii) the number (if any) of other securities of the Corporation (including, without limitation, Common Shares owned by Seller and Common Shares owed by Management Shareholders) requested to be included pursuant to any piggyback or incidental registration rights which in the written opinion of such lesser underwriter can be sold (and if, in such opinion of such underwriter, some but not all of such securities may be so included, all holders of Common Shares requested to be included therein shall share pro rata in the number of Common Shares included in such underwritten public offering on the basis of the number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) Shares requested to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing dateincluded therein), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement; provided, however, that if in the Company will have no obligation to add Eligible Stockholders opinion of the underwriter Common Shares owned by Management Shareholders must not be included in the underwritten public offering or the number of shares so included must be limited in either case because of their status as "insiders," the Common Shares owned by Seller shall nevertheless be included in such offering to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysextent permitted by this subsection requested to be included pursuant to any piggyback or incidental registration rights, pari passu.

Piggyback Registration. The (a) Except as set forth in Section 2.1(b), as, if and when the Company proposes to register any Common Stock under the Securities Act for sale to the public, on a form that would also permit the registration of the Registrable Securities (other than registrations on Form S-8, or any successor form, or Form S-4, or any successor form) (an "Eligible Registration"), each such time it will notify each record holder give written notice to the holders of Registrable Securities (the "Holders") of its intention so to do. Upon the written request of a General Unsecured Claim that holds 855,000 (or Holder received by the Company within 20 days after the giving of any such lesser notice by the Company, to register such number of shares of Registrable Securities held by such Holder specified in such written request, the Company will cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company with respect to such Eligible Registration, all to the extent requisite to permit the sale or other disposition by such Holder (in accordance with its written request) of such Registrable Securities so registered. In the event that any Eligible Registration pursuant to this Section 2.1 shall be, in whole or in part an underwritten offering of Common Stock as (an "Underwritten Offering"), the number of shares of Registrable Securities to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would equal 10% materially adversely affect the marketing of the securities to be sold by the Company therein. In the event such a reduction is necessary, the reduction shall be borne first by the Holders proposing to sell Registrable Securities in the Underwritten Offering, on a pro-rata basis, based on the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) Registrable Securities that each Holder proposed to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, offer for sale in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing dateUnderwritten Offering. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of Notwithstanding the foregoing information from such Eligible Stockholderprovisions, the Company shall use its commercially reasonable best efforts may for any reason and without the consent of the Holders in good faith withdraw any registration statement referred to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement this Section 2.1 without thereby incurring any liability to the Shelf Holders. (b) Notwithstanding the foregoing, an Eligible Registration Statement; provided, however, that may occur only during the Company will have no obligation to add Eligible Stockholders one year period following the issuance of the Shares to the Shelf Purchasers. No Eligible Registration Statement as selling securityholders more frequently than once every 30 calendar daysshall occur except at the times allowed pursuant to this Section 2.1(b).

Piggyback Registration. The (a) If at any time the Company will notify each record holder shall initiate a registration under the Securities Act of a General Unsecured Claim any of its Common Stock for its own account or for the account of any stockholder of the Company that holds 855,000 registration rights other than securities to be issued (i) in connection with the Company’s Initial Public Offering, (ii) in connection with any acquisition of any entity or business for which shares are being registered on a Form S-4 or its then equivalent or (iii) pursuant to employee benefit plans (including registrations on Form S-8 or Form S-4 or their then equivalents), it shall send to the Purchaser at least thirty (30) days’ prior written notice of such lesser determination and, if within fifteen (15) days after the giving of such notice, the Purchaser shall so request in a writing received by the Company, the Company shall include in such registration statement any or all of the Shares that the Purchaser requests to be registered therein; except that, if in connection with any underwritten public offering of Common Stock, the managing underwriter shall recommend that the number of Shares to be included in such registration statement be limited because, in the underwriter’s reasonable judgment, such limitation is necessary to permit the public distribution of the shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known being sold by the Company to be an Eligible Stockholder on without materially adversely affecting the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date)price, as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all timing or any part distribution of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shallCommon Stock, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of then the number of Eligible Shares such Eligible Stockholder wishes to include be included in such Registration Statement and provide, as a condition registration statement shall be limited to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition extent so recommended (which may be the complete exclusion of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration Statement); provided, however, that such limitation shall be proportionate (based on the number of shares to be included) to the limitation applied to any other holders of Common Stock with registration rights who request the inclusion of shares in the registration statement. The rights granted by the Company under this Section 8.2 shall terminate on the fifth anniversary of the date of the Initial Public Offering. (b) The Company will have no obligation use commercially reasonable efforts to add Eligible Stockholders maintain the effectiveness of any registration statement under which any of the Shares are being offered pursuant to this Section 8.2 until the earlier to occur of (i) the completion of the distribution pursuant to such registration statement and (ii) one hundred eighty (180) days after the effectiveness of such registration statement; provided, however, that such 180-day period will be deemed to be suspended for so long as the Purchaser is prohibited from using such registration statement pursuant to the Shelf Registration Statement third sentence of this Section 8.2(b). The Company will promptly notify the Purchaser and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as selling securityholders more frequently a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The Purchaser agrees upon receipt of such notice forthwith to cease making offers and sales of Shares pursuant to such registration statement or deliveries of the prospectus contained therein for any purpose until the Company has prepared and furnished such amendment or supplement to the prospectus as may be necessary so that, as thereafter delivered to a purchaser of Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company shall prepare and furnish such amendment or supplement to the prospectus to the Purchaser within 10 days after it has given notice to the Purchaser. The Purchaser further agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 8.2(b), the Purchaser will, if requested by the Company, deliver to the Company (at the Company’s expense) all copies, other than once every 30 calendar dayspermanent file copies, then in the Purchaser’s possession of the prospectus current at the time of receipt of such notice from the Company.

Piggyback Registration. The Each time the Company will notify each record holder shall determine to ----------------------- proceed with the actual preparation and filing of a General Unsecured Claim that holds 855,000 (or such lesser number of shares of Common Stock as would equal 10% of the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated registration statement under the Securities Act to effect in connection with the proposed offer and sale for money of any of its securities by it or any of its security holders (other than a registration of the Eligible Shares. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholderstatement on Form S-8 or other limited purpose form), the Company shall use will give written notice of its commercially reasonable best efforts determination to name such Eligible Stockholder as a selling securityholder in all record holders of Registrable Securities. Upon the Shelf Registration Statement by means written request of a pre-effective amendmentrecord holder of any shares of Registrable Securities given within 30 days after receipt of any such notice from the Company, by means the Company will, except as herein provided, cause all Common Shares of a post-effective amendment orthe Registrable Securities, if permitted the record holders of which have so requested registration thereof, to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the SEC, by means prospective seller or sellers of a Prospectus supplement the Common Shares to the Shelf Registration Statementbe so registered; provided, however, that nothing herein shall prevent the Company will have no obligation from, at any time, abandoning or delaying any registration; provided further, however, that if the Company determines not to add Eligible Stockholders proceed with a registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by the Company, the Company shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a public offering of their Common Shares of the Registrable Securities and who bear all expenses in excess of $25,000 incurred by the Company as the result of such registration after the Company has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Company may require that the Common Shares requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Common Shares originally covered by requests for registration would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of Common Shares to be included in the underwritten public offering may be reduced in the following manner: the Common Shares held by directly by officers and directors of the Company (other than Registrable Securities) shall be excluded from such underwritten public offering to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar extent required by the managing underwriter, and if a further reduction in the number of shares is required, such shares shall be selected pro rata among the holders thereof requesting inclusion in such registration. Those Common Shares which are thus excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering.

Piggyback Registration. The (a) if the Company at any time proposes to register Common Stock under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements subject to Section 2 or registration statements on Form ▇-▇, ▇-▇ or another form not available for registering the Eligible Securities for sale to the public), each such time it will give written notice to all Holders of its intention to do so. Upon the written request of any Holder (a "Piggyback Request"), given within 20 days after the date on which the Company delivers the notice of proposed registration to all Holders, such date to be determined by the notice provisions of Section 12(c) of this agreement, the Company will notify each record holder use its best efforts to cause the Eligible Securities as to which registration shall have been so requested to be covered by the registration statement proposed to be filed by the Company. (b) In the event that any registration statement described in this Section 3 shall relate, in whole or in part, to an underwritten public offering of shares of Common Stock, the Eligible Securities to be registered must be sold through the same underwriters as have been selected by the Company or any other person who initiated the filing of the registration statement by exercising a General Unsecured Claim that holds 855,000 right to require the Company to do so (or such lesser a "Requesting Non-Party Stockholder"). Otherwise, the method of distribution of the Eligible Securities to be sold by any Holder making a Piggyback Request shall be as specified therein. The number of shares of Common Stock as would equal 10% to be included in such registration statement on account of any person (other than the Company and any Requesting Non-Party Stockholder) may be reduced if and to the extent that the managing underwriter or underwriters shall be of the aggregate opinion that such inclusion would adversely affect the marketing of the total number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) proposed to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days prior to the proposed filing date or, in the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by the Company to be an Eligible Stockholder on the Plan Effective Date (and not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity to include in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, within 10 days after delivery of the above-described notice by the Company, so notify the Company in writingsold, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes shares to include in such Registration Statement be registered and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible Shares. In the event an Eligible Stockholder is not known sold by each person (other than the Company and any Requesting Non-Party Stockholder) shall be reduced pro rata according to the number of shares requested to be an Eligible Stockholder until after the time registered by such Shelf Registration Statement is filed, upon receipt of person. Notwithstanding the foregoing information from such Eligible Stockholderprovisions of this Section 3, the Company shall use its commercially reasonable best efforts may withdraw any registration statement referred to name such Eligible Stockholder as a selling securityholder in the Shelf Registration Statement by means of a pre-effective amendment, by means of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement this Section 3 without thereby incurring any liability to the Shelf Registration Statement; provided, however, that the Company will have no obligation to add Eligible Stockholders to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysany requesting Holder.

Piggyback Registration. The (a) If the Company proposes to register shares of Common Stock or securities convertible into or exercisable for Common Stock under the Securities Act of 1933, as amended (the “Securities Act”) (other than pursuant to a registration statement on Form S-4 or S-8 or any successor form, or filed in connection with an exchange offer or an offering of securities solely to the existing shareholders or employees of the Company), solely where such sale will notify each record holder be both for the Company’s account and for the account of a General Unsecured Claim that holds 855,000 selling shareholder, then the Company shall give written notice of such proposed filing to the Employee at least ten (or 10) days before the anticipated filing date, and such lesser notice shall offer the Employee the opportunity to register such number of shares of Registrable Stock (as defined below) as the Employee may request. “Registrable Stock” shall mean any shares of the Company’s Common Stock as would equal 10% of acquired by the aggregate number of shares of Common Stock outstanding after all shares of Common Stock (including the Shares) to be distributed under the Plan have been distributed in accordance with the Plan) or more Eligible Shares (each, an “Eligible Stockholder” and, collectively, the “Eligible Stockholders”) of the proposed filing of the Mandatory Registration Statement or any Subsequent Registration Statement at least 20 days Employee prior to the proposed filing date or, hereof or granted to the Employee in connection with the case of any Subsequent Registration Statement or with respect to an Eligible Stockholder not known by Employee’s Stock Awards (the “Registrable Stock”). The Employee shall notify the Company to be an Eligible Stockholder on the Plan Effective Date (and in writing specifying whether or not so known at least 25 days prior to the proposed filing date), as promptly as practicable prior to the filing date. Each such Eligible Stockholder shall be given an opportunity it elects to include any Registrable Stock in such Registration Statement all or any part of such Eligible Stockholder’s Eligible Shares. Each such Eligible Stockholder desiring to include in any such Registration Statement all or part of such Eligible Stockholder’s Eligible Shares shall, registration statement within 10 five (5) days after delivery of the above-described Company’s notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Eligible Shares such Eligible Stockholder wishes to include in such Registration Statement and provide, as a condition to such inclusion, such information regarding itself, its Eligible Shares and the intended method of disposition of such securities as is required pursuant to Regulation S-K promulgated under the Securities Act to effect the registration of the Eligible SharesEmployee. In the event an Eligible Stockholder is not known by the Company to be an Eligible Stockholder until after the time such Shelf Registration Statement is filed, upon receipt of the foregoing information from such Eligible Stockholder, the The Company shall use its commercially reasonable best efforts to name such Eligible Stockholder as a selling securityholder in cause the Shelf Registration Statement by means managing underwriter or underwriters of a pre-effective amendment, by means proposed underwritten offering to permit the Employee to include such securities in such offering on the same terms and conditions as any similar securities of a post-effective amendment or, if permitted by the SEC, by means of a Prospectus supplement to the Shelf Registration StatementCompany included therein; provided, however, that if the managing underwriter or underwriters of such offering determines that the total amount or kind of securities which it or the Company, and any other persons or entities, intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of Registrable Stock requested to be offered for the account of the Employee shall be reduced or limited, on a pro rata basis with the securities of all persons and entities other than the Company will have no obligation to add Eligible Stockholders participating in the offering, to the Shelf Registration Statement as selling securityholders more frequently than once every 30 calendar daysextent required by such managing underwriter. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register Common Stock or other securities convertible into or exercisable for Common Stock and prior to the effectiveness of the registration statement filed in connection with such registration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company, at its election, by delivery or written notice to the Employee, (i) in the case of a determination not to effect registration, may relieve itself of its obligations to register any Registrable Stock in connection with such registration, or (ii) in the case of determination to delay the registration, may delay the registration of such other shares of Common Stock or other securities convertible into or exercisable for Common Stock.