Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. (a) If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders of any class of its common equity securities (other than (xi) a Registration Statement filed by the Company in connection with the Company's initial Public Equity Offering, (ii) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), SEC) or (yiii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing security holders), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less fewer than 30 15 days before the anticipated filing datedate or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing not later than 15 days prior to the anticipated effective date of the Registration Statement (or eight days of the notice of the proposed filing if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act) after receipt of such written notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Piggy- Back Registration"). The Company shall use its best efforts to keep such Piggy- Back Registration continuously effective under the Securities Act until at least the earlier of (A) 180 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Company shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters, if any, of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein therein, subject to the restrictions set forth in Section 2.3(b), and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 2.3 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffective or the Company may elect to delay the registration; PROVIDED, HOWEVER, that the Company shall give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.3, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.3. No registration effected under this Section 2.22.3, and no failure to effect a registration under this Section 2.22.3, shall relieve the Company of its obligation to effect a registration upon the request of Holders of Registrable Securities pursuant to Section 2.12.1 or 2.2 hereof, and no failure to effect a registration under this Section 2.2 2.3 and to complete the sale of Registrable Securities securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Agreement.

Piggy Back Registration. (a) If the Company at any time the Company (other than pursuant to Section 2.1 or Section 2.3) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering by the Company public, whether for its own account or for the account of other stockholders of the Company or both (except with respect to (i) an Initial Public Offering, (ii) Registration Statements on Forms X-0, X-0 or any successor to such forms, or (iii) any Registration Statement including only securities issued pursuant to a dividend reinvestment plan), each such time the Company shall promptly give written notice to the holders of Registrable Securities of its respective security holders intention to do so (other than the “Piggy-Back Notice”). Upon the written request of a majority of the Holders (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted which majority must include the Lead Investor, so long as the Lead Investor holds at least 50% of the Series H Preferred Shares acquired by it pursuant to the Purchase Agreement), received by the Commission), Company within twenty (y20) a Registration Statement on Form S-4 (or any substitute form that may be adopted by days after the Commission); provided that delivery of such Registration Statement on Form S-4 does not include any securities other than the securities to be issued Piggy-Back Notice by the Company in connection accordance with a transaction that is referenced in clauses (1) through (3) Section 3.6, to register any or all of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)Registrable Securities, or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities as to which registration shall have been so requested to be included in such Registration Statement. If the Registration Statement relates to an underwritten public offering, the Company shall so advise the holders of Registrable Securities as a part of a Piggy-Back Registration Notice. In such event, each Holder’s right to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such include Registrable Securities in accordance such registration shall be conditioned upon its participation in such underwriting to the extent provided herein. The Holders, if participating in such distribution, shall enter into an underwriting agreement in customary form with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request underwriter or underwriters selected for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 underwriting by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give prompt written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof)withdrawal, such Holder shall be responsible for the all fees and expenses referred to in Section 3.3(viii(including fees and expenses of Holder's own counsel) hereof incurred by such Holder prior to such withdrawal relating to unless such Registration Statementwithdrawal has been made in accordance with Section 2.3(b). The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. If (a) If, at any time on or after the Company date hereof and prior to the Maturity Date, the Payor proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account Payor or for the account any other party of any class of its respective equity security holders similar to any Registrable Securities (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement registration statement on Form S-4 (or Form S-8 or any substitute successor form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company or a registration statement filed solely in connection with a stock option or other employee benefit plan, an exchange offer, a business combination transaction that is referenced in clauses (1) through (3) or an offering of securities solely to the existing stockholders or employees of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Payor), then the Company Payor, on each such occasion, shall give written notice (each, a "Piggy-Back Notice") of such proposed filing to all of the Holders as soon as practicable (but in no event less than 30 Rightsholders owning Registrable Securities at least fifteen days before the anticipated filing date)date of such registration statement, and such notice Piggy-Back Notice also shall be required to offer to such Holders Rightsholders the opportunity to register such aggregate number of Registrable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the five days immediately following the giving of a Piggy-Back Notice, to request, by written notice (each, a "Holder may request (which request shall specify Notice") to the Payor, the inclusion of all or any portion of the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration")Rightsholders in such registration statement. The Company Payor shall use all reasonable efforts to cause the managing Underwriter or Underwriters underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registrable Securities requested to be included which were the subject of all Holder Notices in a Piggy-Back Registration to be included such underwritten offering on the same terms and conditions as any similar securities of the Company Payor included therein. Notwithstanding anything to the contrary contained in this Section 5.2(1), if the managing underwriter(s) of such underwritten offering or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving proposed underwritten offering delivers a written notice opinion to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale Rightsholders of Registrable Securities in connection therewith shall relieve which were the Company subject of all Holder Notices that the total amount and kind of securities which they, the Payor and any other obligation under this Agreement person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Payor shall be eliminated or reduced pro rata (including, without limitation, based on the Company's obligations under Sections 3.2 amount of securities owned by such Rightsholders and 4.1)other persons which carry registration rights) 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(s) in the managing underwriter’s written opinion.

Piggy Back Registration. If If, at any time or from time to time while any Warrants or Registrable Securities are outstanding, the Company proposes to file a Registration Statement registration statement with respect to any of its securities (whether for its own or another's account) under the Securities Act with respect to an offering by (including the Company for its own account or for the account of any of its respective security holders (other than (x) a Shelf Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued filed by the Company in connection accordance with its obligations under the Registration Rights Agreements each dated April 14, 1998 between the Company and each subscriber thereto (each, a transaction that is referenced "Registration Rights Agreement") and the Registration Statement to be filed by the Company in clauses accordance with its obligations under the Registration Rights Agreement dated as of March 11, 1998, as amended, between the Company and RGC International Investors, LDC (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect"Xxxx Xxxx Registration Rights Agreement"), but excluding registration statements on Form X-0, Xxxx X-0 or (z) other forms that do not include substantially the same information as would be required in a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1form for the general registration of securities or that would not be available for registration of Registrable Securities), then the Company shall shall, as expeditiously as possible, give written notice to the Holders, of the Company's intention to file such registration statement. If, within 20 days after receipt of such proposed filing notice, any Holder submits a written request to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify Company specifying the Registrable Securities intended to be disposed of by such Holder and the intended method(s) proposes to sell or otherwise dispose of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The , the Company shall include the number of shares of Registrable Securities specified in such Holder's request in such registration statement and the Company shall use all its reasonable best efforts to cause keep each such registration statement in effect and to maintain compliance with each Federal and state law and regulation for the managing Underwriter period necessary for such Holder to effect the proposed sale or Underwriters other disposition. Notwithstanding the foregoing notice provisions, the Company shall include the number of a proposed underwritten offering to permit the shares of Registrable Securities requested by a Holder in writing to Company in the Registration Statement to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of filed by the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)the Xxxx Xxxx Registration Rights Agreement.

Piggy Back Registration. If at From and after the date that is ninety (90) days after the date of this Agreement and until the third anniversary of the Closing Date, for so long as any time of the Registrable Securities are outstanding and are not the subject of an effective registration statement, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of covering any of its respective security holders (securities other than (xi) a Registration Statement registration on Form S-8 (or S-4, or any substitute form that may be adopted by the Commission), successor or similar forms; and (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by shelf registration under Rule 415 for the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities sole purpose of registering shares to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) the acquisition of assets, the Company will to the extent permissible by law at each such time give prompt written notice to the Holders’ Representative and the Investors of its intention to do so and of the General Instructions A.1Investor’s rights under this Section 6. Upon the written request of Form S-4 any Investor made within thirty (as such General Instructions are currently in effect), or (z30) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then days after the Company shall give written notice receipt of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and any such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent Company will use its best efforts to effect the registration of the Holder to offer all Registrable Securities for sale) (a "Piggy-Back Registration"). The which the Company shall use all reasonable efforts has been so requested to cause register by the managing Underwriter or Underwriters of a proposed underwritten offering Investors, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities requested to be included in a Piggy-Back Registration to be included on by the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition Investors requesting registration, by inclusion of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant which covers the securities which the Company proposes to this Section 2.2 by register; provided, that if, at any time after giving written notice to the Company of its request intention to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees register any Registrable Securities and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2effective date of the Registration Statement filed in connection with such registration, and no failure to effect a registration under this Section 2.2, shall relieve the Company shall determine for any reason either not to register or to delay registration of such Registrable Securities, the Company may, at its election, give written notice of such determination to the Holders’ Representative and the Investors requesting registration and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of register any Registrable Securities in connection therewith with such registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall relieve be permitted to delay registering any Registrable Securities, for the Company of any same period as the delay in registering such other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)securities.

Piggy Back Registration. (a) If at any time the Company proposes to file a Registration Statement register any of its Securities under the Securities Act with respect in order to an offering by the Company effect a Public Offering, whether or not for sale for its own account or for account, it will, each such time, give prompt written notice at least 15 Business Days prior to the account anticipated filing date of any of its respective security holders (other than (x) a the Registration Statement on Form S-8 (or any substitute form that may be adopted by relating to such registration to each Representative A&B Holder and the CommissionInvestors, which notice will set forth the Representative A&B Holders’ and the Investors’ rights under this Section 5.2 and will, subject to the provisions of Section 5.2(b), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by offer such Representative A&B Holders and the Commission); provided that Investors the opportunity to include in such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Representative A&B Holder or the Investor may request (a “Piggy-Back Registration”). Subject to the foregoing, upon the written request of any Representative A&B Holders or the Investor made within 15 Business Days after the receipt of notice from the Company (which request shall will specify the number of Registrable Securities intended to be disposed of by such Representative A&B Holder or the Investor and the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent Company will use its reasonable best efforts to effect the registration under the Securities Act of the Holder to offer all Registrable Securities for sale) (a "Piggy-Back Registration"). The which the Company shall use all reasonable efforts has been so requested to cause register by such Representative A&B Holder or the managing Underwriter or Underwriters of a proposed underwritten offering Investor to the extent required to permit the disposition of the Registrable Securities requested so to be registered; provided, however, that (i) if such registration involves an underwritten Public Offering, all such Representative A&B Holders and Investors requesting to be included in a Piggy-Back Registration the Company’s registration must sell their Registrable Securities to be included the Approved Underwriter on substantially the same terms and conditions as any similar securities of apply to the Company or and (ii) if, at any other security holder included therein and time after giving written notice of its intention to permit the sale or other disposition of such register any Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving 5.2(a) and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to register such Registrable Securities, the Company will give written notice to the Company all such Representative A&B Holders and Investors, as applicable, and, thereupon, will be relieved of its request obligation to withdrawregister any Registrable Securities in connection with such registration (without prejudice, provided that in however, to rights of the event of such withdrawal (other than pursuant to Investors under Section 2.3(c) hereof5.1), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall 5.2 will relieve the Company of its obligation obligations to effect a Demand Registration to the extent required by Section 5.1. The Company will pay all Registration Expenses in connection with each registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities requested pursuant to this Section 5.2. Each Representative A&B Holder and Investor or group thereof will be responsible on a pro rata basis (based on the number of shares of Registrable Securities of such entity or individual registered pursuant to a Piggy-Back Registration) for the payment of any discounts and/or commissions resulting from the engagement by such Representative A&B Holder or Investor of underwriters or placement agents in connection therewith shall relieve the Company with resales of Registrable Securities subject to any other obligation under registration pursuant to this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Section 5.2.

Piggy Back Registration. If at Beginning 45 days after the Closing Date, the Holder shall have the right, for a period of no more than one year from the Closing Date, to include all or any time portion of the Registrable Securities as part of any other registration of securities filed by the Company proposes to file (other than in connection with a Registration Statement (i) shelf takedown on Form S-3 that does not include a resale prospectus; (ii) transaction contemplated by Rule 145(a) promulgated under the Securities Act Act; (iii) or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with respect to an any primary underwritten public offering by the Company for its own account or for the account of any the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that shares of Common Stock which may be adopted by included in the Commissionregistration statement because, in such underwriter(s)’ judgment, (y) a Registration Statement on Form S-4 (marketing or any substitute form that may be adopted by the Commission); provided that other factors dictate such Registration Statement on Form S-4 does not include any securities other than the securities limitation is necessary to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)facilitate public distribution, then the Company shall give written notice be obligated to include in such registration statement only such limited portion of such proposed filing the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested sought to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of by such Holders; provided, however, that the Company or shall not exclude any other security holder included therein and Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to permit the sale or other disposition inclusion of such Registrable Securities securities in accordance such registration statement or are not entitled to pro rata inclusion with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Securities.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security Security holders (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall be made within 18 days of such notice and shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use all its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security Security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided provided, that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof)withdrawal, such Holder shall be responsible for the all fees and expenses referred to in Section 3.3(viii(including fees and expenses of counsel) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statementwithdrawal. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided, that all expenses set forth in Section 3.2 hereof shall be the sole responsibility of the Company in such case. No registration effected under this Section 2.2Piggy-Back Registration, and no failure to effect a registration under this Section 2.2Piggy-Back Registration, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1Demand Registration, and no failure to effect a registration under this Section 2.2 Piggy-Back Registration and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. If at (a) Grant of Right. In addition to the demand right of registration described in Section 5.1 hereof, the Holder shall have the right, for a period of no more than two (2) years from the Initial Exercise Date in accordance with FINRA Rule 5110(f)(2)(G)(v), to include the Registrable Securities as part of any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering other registration of securities filed by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-4 or Form S-8 or any equivalent form); provided, however, that is referenced if, solely in clauses (1) through (3) connection with any primary underwritten public offering for the account of the General Instructions A.1. Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of Form S-4 (as such General Instructions are currently Warrant Shares which may be included in effect), or (z) a the Registration Statement pursuant because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to a Demand Registration pursuant to Section 2.1)facilitate public distribution, then the Company shall give written notice be obligated to include in such Registration Statement only such limited portion of such proposed filing the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested sought to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of by such Holders; provided, however, that the Company or shall not exclude any other security holder included therein and Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to permit the sale or other disposition inclusion of such Registrable Securities securities in accordance such Registration Statement or are not entitled to pro rata inclusion with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Securities.

Piggy Back Registration. If at (i) Notwithstanding anything to the contrary contained herein, if the managing underwriter(s) of any time underwritten offering that is the subject of a Piggy-Back Registration have informed the Company proposes in writing that in their opinion the total number of Shares that the Company, the Piggy-Back Holders and any other persons desiring to file a Registration Statement under participate in such registration intend to include in such offering exceeds the Securities Act with respect number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then (x) the number of Shares to an offering by the Company for its own account or be offered for the account of any of its respective security holders all other persons (other than the Company, the Piggy-Back Holders, the Additional Piggy-Back Holder and any securityholder(s) for whom such registration constitutes an exercise of their demand registration rights) that have requested to include Shares in such registration shall be reduced (xto zero, if necessary) a Registration Statement on Form S-8 (or any substitute form that may pro rata in proportion to the respective number of Shares requested to be adopted by the Commission)included, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by thereafter, if necessary, the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities number of Shares to be issued by offered for the account of the Company in connection with a transaction that is referenced in clauses (1if any) through shall be reduced (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effectto zero, if necessary), or and (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)thereafter, then if necessary, the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended Shares to be disposed offered for the account of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company Holders and Additional Piggy-Back Holder shall use all reasonable efforts be reduced (to cause zero, if necessary) pro rata in proportion to the managing Underwriter or Underwriters respective number of a proposed underwritten offering Shares requested to permit be included, to the Registrable Securities extent necessary to reduce the total number of Shares requested to be included in a Piggy-Back Registration such offering to the number of Shares, if any, that such managing underwriter(s) believe can be included without materially and adversely affecting the success of the offering; provided that, if such registration contemplates an "over-allotment option" on the same terms part of underwriters, to the extent such over-allotment option is exercised and conditions as any similar securities Holders of the Company or Registrable Securities were excluded from registering any other security holder of the Registrable Securities they requested be included therein in such registration pursuant to the cutback provisions of this Section 2.4(b), then the over-allotment option shall be fulfilled through the registration and to permit the sale or other disposition of such excluded Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Securities.

Piggy Back Registration. If the Company at any time beginning upon (but excluding) the Company Closing Date proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of register any of its respective security holders Ordinary Shares (other than (w) a shelf registration to register Ordinary Shares issued to investors in a private placement in connection with the Business Combination, (x) a Registration Statement on Form S-8 (demand registration under Section 2.3, Section 2.4 or any substitute form that may be adopted by the Commission)Section 2.5 of this Agreement, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of registration on Form S-4 (as such General Instructions are currently in effect), S-8 or (zy) pursuant to Form F-4 or S-4 in connection with a business combination or exchange offer or pursuant to exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its securities pursuant to an effective Registration Statement pursuant to (a Demand Registration pursuant to Section 2.1), then the Company “Shelf Takedown”) it shall give written notice to all Holders of such proposed filing to the Holders as soon as practicable (but in no event intention not less than 30 ten (10) days before the anticipated filing date)date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such notice shall offering, and (B) offer such to all of the Holders the opportunity to register the sale of such number of Registrable Securities of the same type as each are included in the Registration Statement as such Holder Holders may request in writing. Upon the written request of any Holder given within seven (which request 7) days after receipt of any such notice, the Company shall specify include in such registration or Shelf Takedown all of the Registrable Securities intended indicated in such request, so as to be disposed of by such Holder and permit the intended method(s) of distribution thereof and shall also state the firm intent disposition of the shares so registered; provided that no Holder who is subject to offer a lockup with respect to such Holder’s Registrable Securities for sale) (a "Piggy-Back Registration")shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. The Company shall, in good faith, cause such Registrable Securities to be included in such registration or offering and, if applicable, shall use all its commercially reasonable efforts to cause the managing Underwriter or Underwriters underwriter(s) of a proposed underwritten offering such registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2 to be included in a Piggy-Back Registration to be included therein on the same terms and conditions as any similar securities of the Company or any other security holder included therein in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method method(s) of distribution thereof. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then shares will be included in such registration or Shelf Takedown up to such limitation in the following order or priority: (i) first, all Ordinary Shares that were being registered by the Company or pursuant to the exercise of demand rights by holders not party to this Agreement, (ii) second, all Registrable Securities held by the Holders must be included in such registration (pro rata to the respective number of Registrable Securities held by the Holders) and (iii) third, any other shares of the Company to be offered by any other holders will be included in such registration. The piggyback rights of the Holders under this Section may be exercised an unlimited number of times. Any Holder shall have the right may elect to withdraw its such Holder’s request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its such request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder withdraw prior to such withdrawal relating to such the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Piggy-Back Registration Statement at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company effectiveness of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such Registration Statement.

Piggy Back Registration. If at any time From and after the Signing Closing Date and until nine (9) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of covering any of its respective security holders (securities other than (xi) a Registration Statement registration on Form S-8 (or S-4, or any substitute form that may be adopted by the Commission), successor or similar forms; and (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by shelf registration under Rule 415 for the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities sole purpose of registering shares to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) the acquisition of assets, the Company will at each such time give prompt written notice to the Holders’ Representative and the Investors of its intention to do so and of the General Instructions A.1Investor’s rights under this Agreement. Upon the written request of Form S-4 any Investor made within thirty (as such General Instructions are currently in effect), or (z30) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then days after the Company shall give written notice receipt of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and any such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent Company will use its best efforts to effect the registration of the Holder to offer all Registrable Securities for sale) (a "Piggy-Back Registration"). The which the Company shall use all reasonable efforts has been so requested to cause register by the managing Underwriter or Underwriters of a proposed underwritten offering Investors, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities requested to be included in a Piggy-Back Registration to be included on by the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition Investors requesting registration, by inclusion of such Registrable Securities in accordance with the intended method Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any an “at the market offering” under Commission rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement pursuant to this Section 2.2 by a lesser amount which equals the maximum number of Registrable Securities that the Company is permitted to register in an “at the market offering”; and provided, further, that if, at any time after giving written notice to the Company of its request intention to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees register any Registrable Securities and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2effective date of the Registration Statement filed in connection with such registration, and no failure to effect a registration under this Section 2.2, shall relieve the Company shall determine for any reason either not to register or to delay registration of such Registrable Securities, the Company may, at its election, give written notice of such determination to the Holders’ Representative and the Investors requesting registration and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of register any Registrable Securities in connection therewith with such registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall relieve be permitted to delay registering any Registrable Securities, for the Company of any same period as the delay in registering such other obligation under this Agreement securities (including, without limitation, the Company's obligations under Sections 3.2 and 4.1“Piggy-Back Rights”).

Piggy Back Registration. (a) If at any time the Company proposes intends to file a Registration Statement under the Securities Act with respect to an offering by the Company for on its own account behalf or for the account on behalf of any of its respective security holders (other than (x) securityholders a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) public offering of any securities of the General Instructions A.1. Company on a form and in a manner that would permit the registration for offer and sale of Common Stock held by the E-Z-EM Entities, other than a registration statement on Form S-4 (as such General Instructions are currently in effect), S-8 or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such proposed filing intention to the Holders as soon as practicable (but in no event less than 30 days before E-Z-EM at least 20 Business Days prior to the anticipated filing date), and date of such notice Registration Statement. Such Intended Offering Notice shall offer to include in such Holders Registration Statement for offer to the opportunity to register public such number of Registrable Securities shares of Common Stock as each such Holder E-Z-EM may request (which request request, subject to the conditions set forth herein, and shall specify specify, to the Registrable Securities intended extent then known, the number and class of securities proposed to be disposed registered, the proposed date of by filing of such Holder and the intended method(s) Registration Statement, any proposed means of distribution thereof of such securities, any proposed managing underwriter or underwriters of such securities and shall also state a good faith estimate by the firm intent Company of the Holder proposed maximum offering price of such securities, as such price is proposed to offer Registrable Securities for sale) appear on the facing page of such Registration Statement. E-Z-EM shall advise the Company in writing (such written notice being a "Piggy-Back Registrationback Notice")) not later than 10 Business Days after the Company's delivery to E-Z-EM of the Intended Offering Notice, if E-Z-EM desires to participate in such offering. The Company Piggy-back Notice shall use all reasonable efforts set forth the number of shares of Common Stock E-Z-EM desires to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be have included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice and offered to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statementpublic. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon Upon the request of Holders pursuant to Section 2.1the Company, E-Z-EM shall enter into such underwriting, custody and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities other agreements as are customary in connection therewith shall relieve with registered secondary offerings or necessary or appropriate in connection with the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)offering.

Piggy Back Registration. If the Company at any time time, beginning upon (but excluding) the Company Closing Date proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of register any of its respective security holders Ordinary Shares (other than (w) a shelf registration to register Ordinary Shares issued to investors in a private placement in connection with the Business Combination, (x) a Registration Statement on Form S-8 (demand registration under Section 2.3, Section 2.4 or any substitute form that may be adopted by the Commission)Section 2.5 of this Agreement, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of registration on Form S-4 (as such General Instructions are currently in effect), S-8 or (zy) pursuant to Form F-4 or S-4 in connection with a business combination or exchange offer or pursuant to exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its securities pursuant to an effective Registration Statement pursuant to (a Demand Registration pursuant to Section 2.1), then the Company “Shelf Takedown”) it shall give written notice to all Holders of such proposed filing to the Holders as soon as practicable (but in no event intention not less than 30 ten (10) days before the anticipated filing date)date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such notice shall offering, and (B) offer such to all of the Holders the opportunity to register the sale of such number of Registrable Securities as each such Holder Holders may request in writing. Upon the written request of any Holder given within seven (which request 7) days after receipt of any such notice, the Company shall specify include in such registration or Shelf Takedown all of the Registrable Securities intended indicated in such request, so as to be disposed of by such Holder and permit the intended method(s) of distribution thereof and shall also state the firm intent disposition of the shares so registered; provided that no Holder who is subject to offer a lockup with respect to such Holder’s Registrable Securities for sale) (a "Piggy-Back Registration")shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. The Company shall, in good faith, cause such Registrable Securities to be included in such registration or offering and, if applicable, shall use all its commercially reasonable efforts to cause the managing Underwriter or Underwriters underwriter(s) of a proposed underwritten offering such registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2 to be included in a Piggy-Back Registration to be included therein on the same terms and conditions as any similar securities of the Company or any other security holder included therein in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method method(s) of distribution thereof. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then shares will be included in such registration or Shelf Takedown up to such limitation in the following order or priority: (i) first, all Ordinary Shares that were being registered by the Company or pursuant to the exercise of demand rights by holders not party to this Agreement, (ii) second, all Registrable Securities held by the Holders must be included in such registration (pro rata to the respective number of Registrable Securities held by the Holders) and (iii) third, any other shares of the Company to be offered by any other holders will be included in such registration. The piggyback rights of the Holders under this Section, may be exercised an unlimited number of times. Any Holder shall have the right may elect to withdraw its such Holder’s request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its such request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder withdraw prior to such withdrawal relating to such the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Piggy-Back Registration Statement at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company effectiveness of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such Registration Statement.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)Notwithstanding anything contained herein, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause if the managing Underwriter or Underwriters of a proposed any underwritten offering to permit described in Section 2.2 have informed, in writing, the Piggy-Back Holders that it is their opinion that the total number of Shares that the Company and Holders of Registrable Securities and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of Shares to be offered for the account of the Piggy-Back Holders and all such other Persons (other than the Company) participating in such registration shall be reduced (to zero if necessary) or limited pro rata in proportion to the respective number of Shares requested to be registered to the extent necessary to reduce the total number of Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice offering to the Company number of its request to withdrawShares, provided if any, recommended by such managing Underwriters; provided, however, that in the event of (A) if such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible offering is effected for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company account of its obligation to effect a registration upon the request of Demanding Holders pursuant to Section 2.1, then the number of Shares to be offered for the account of each Person shall be reduced in accordance with Section 2.4(a), and no failure to effect a registration under this Section 2.2 and to complete (B) if such offering is effected for the sale of Registrable Securities in connection therewith shall relieve the Company account of any other obligation under this Agreement securityholder of the Company pursuant to the demand registration rights of such securityholder, then (includingx) the number of Shares to be offered for the account of the Company (if any) shall be reduced (to zero, without limitationif necessary) and (y) thereafter, if necessary, the Company's obligations under Sections 3.2 number of Shares to be offered for the account of the Piggy-Back Holders and 4.1any other holders that have requested to include Shares in such registration (but not such securityholders who have exercised their demand registration rights) shall be reduced (to zero, if necessary), in the case of this clause (y) pro rata in proportion to the respective number of Shares requested to be registered, to the extent necessary to reduce the total number of Shares requested to be included in such offering to the number of Shares, if any, recommended by such managing Underwriters.

Piggy Back Registration. If (i) If, after the date hereof, the Company at any time the Company proposes to file a Registration Statement under the Securities Act registration statement on Form F-1, F-3 or otherwise, with respect to an any offering by the Company of its equity securities for its own account (a "Company Registration Statement"), or for the account of any of its respective security holders other Persons (any such Person, a "Third Party" and any such registration statement, a "Third-Party Registration Statement") (other than (xA) a Registration Statement registration under Section 2(a), (B) a registration statement on Form F-4 or S-8 (or any substitute form that may be adopted by such other similar successor forms then in effect under the CommissionSecurities Act), (yC) a Registration Statement on Form S-4 registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (D) a registration not otherwise covered by clause (B) above pursuant to which the Company is offering to exchange its own securities for other securities, (E) a registration statement relating solely to dividend reinvestment or similar plans or (F) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its subsidiaries that are convertible or exchangeable for Common Shares and that are initially issued pursuant to Rule 144A and/or Regulation S (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3successor provisions) of the General Instructions A.1. of Form S-4 (as Securities Act may resell such General Instructions are currently in effectnotes and sell the Common Shares into which such notes may be converted or exchanged), or then, as soon as practicable (z) a Registration Statement pursuant but in no event less than 10 days prior to a Demand Registration pursuant to Section 2.1the proposed date of filing of such registration statement), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date)each Holder, and such notice shall offer such Holders each Holder the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing delivered to the Company within ten (which 10) days of delivery of such written notice by the Company to such Holder. Subject to Sections 2(b), (c) and (d), the Company shall include in such registration statement all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a "Piggyback Registration"); provided, that if at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such Piggyback Registration, the Company shall determine for any reason not to register or to delay registration of the equity securities covered by such Piggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to register its, his or her Registrable Securities in such registration statement and, thereupon, (1) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable) and (2) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such registration statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2(b), and each Holder making a request for a Piggyback Registration pursuant to this Section 2(b) must, and the Company shall specify make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering, subject to the conditions of Sections 2(b) and (c). If the offering pursuant to such registration statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2(b), and each Holder making a request for a Piggyback Registration pursuant to this Section 2(b) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Sections 2(b) and (c). If, as a result of applicable law or based upon comments received by the Commission, all of the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back the Registration Statement cannot be so included, then the Company shall only include in the Registration Statement the number of Registrable Securities permitted to be so included (allocated pro rata among the Holders and any other Persons that have requested to participate in such Registration Statement based on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition relative number of such Registrable Securities in accordance with the intended method of distribution thereofregistrable securities then held by each such Holder and such other Persons). Any Each Holder shall have the right be permitted to withdraw its request for inclusion all or part of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw from a Piggy-Back Piggyback Registration at any time prior to the time it becomes effective. No effectiveness of such registration effected under this Section 2.2statement; provided, and no failure to effect however, that except as set forth above, if a registration under this Section 2.2Holder voluntarily withdraws all of its Registrable Securities from a Piggyback Registration, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, shall not be liable for any Registration Expenses incurred by such Holder and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith such Holder shall relieve promptly reimburse the Company of for any other obligation under this Agreement (including, without limitation, such amounts received from the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. (a) If the Company at any time the Company ----------------------- proposes to file register any of its equity securities (other than securities issued with respect to any acquisition or any employee stock option, stock purchase, or similar plan or any other securities to be registered pursuant to a Registration Statement special purpose registration) under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (X-0, Xxxx X-0, Form S-3 or any substitute other form that of general application for sale of securities to the public in an underwritten offering upon which may be adopted by registered securities similar to the Commission)Registrable Securities, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by it will each such time at least 30 days prior to the Commission); provided that anticipated filing date of such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall proposed registration statement give written notice to all holders of all Notes or Registrable Securities of its intention so to do and, upon the written request of any such proposed filing to holder made within 15 days after the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and receipt of any such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and state the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent Company will use its best efforts to effect the registration under the Securities Act of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The which the Company shall use all reasonable efforts has been so requested to cause register, to the managing Underwriter or Underwriters of a proposed underwritten offering extent requisite to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities (in accordance with the intended method methods thereof as aforesaid) by such holders of distribution thereof. Any Holder the Registrable Securities to be so registered, subject to the discretion of the managing underwriter to limit or exclude any of such equity securities from the offering (subject to the same priorities as set forth in Section 5.2(b) hereof) if it determines that the inclusion thereof would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if any Registrable Securities are to be distributed pursuant to this paragraph through a firm of underwriters to the public and the GE Partnership or FUCP shall be participating in such offering it shall have the right right, after consultation with the Company, to withdraw its request for inclusion approve of its Registrable Securities any underwriter in any Registration Statement which General Electric Company or First Union Corporation, as applicable, has a direct or indirect interest of 5% or more. No registration effected pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, 5.2 shall relieve the Company of from its obligation to effect a any registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)5.1 hereof.

Piggy Back Registration. If at any time the Company ----------------------- proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders of Common Stock (other than (xi) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the CommissionSEC), (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through (3) an offering of securities solely to the General Instructions A.1. Company's existing security holders or any offer of Form S-4 (as such General Instructions are currently in effect), debt securities or convertible debt securities or (ziii) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Registration), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less fewer than 30 15 days before the anticipated filing datedate or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing not later than 15 days prior to the anticipated effective date of the Registration Statement (or eight days of the notice of the proposed filing if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act) after receipt of such written notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back RegistrationPIGGY- BACK REGISTRATION"). The Company shall use all reasonable its best efforts to keep such Piggy- Back Registration continuously effective under the Securities Act until at least the earlier of (A) 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Company shall cause the managing Underwriter underwriter or Underwriters underwriters, if any, of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffective or the Company may elect to delay the registration; provided, however, that the Company shall give prompt written notice thereof to participating Selling Holders. The Piggy- Back Registration right of holders of Warrants and Warrant Shares shall not apply to any Public Equity Offering that is the initial Public Equity Offering of the Company unless the securities of other Selling Holders are to be included therein. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders of Registrable Securities pursuant to Section 2.12.1 hereof, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Agreement.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an any firmly underwritten public offering by the Company of its Common Stock for its own account or for the account of any of its respective security holders securityholders (other than (xa) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (yb) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing securityholders, (c) a transaction that is referenced in clauses registration incidental to an issuance of debt securities under Rule 144A or (1d) through (3) a registration of securities solely relating to an offering and sale to employees or directors of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)Company pursuant to any employee stock plan or other employee benefit plan arrangement, a dividend reinvestment plan, or a merger or consolidation) (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1“Company Public Sale”), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 days 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 Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "“Piggy-Back Registration"”). Subject to Section 2.3, the Company shall include in such registration statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt by such Holders of any such notice; 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 registration, the Company or selling securityholders shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. The Company shall use all its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder initiating selling securityholders included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereoftherein. Any Each Holder shall have the right be permitted to withdraw its request for inclusion all or part of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw from a Piggy-Back Piggyback Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company effectiveness of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such Registration Statement.

Piggy Back Registration. (i) If at (but without any time obligation to do so) the Company proposes to file register (including for this purpose a Registration Statement registration effected by the Company for shareholders other than the Holder) any of its stock or other securities under the Securities Act in connection with respect to an the public offering by the Company for its own account or for the account of such securities on any of its respective security holders form (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement registration statement on Form S-4 (or S-8 or any substitute successor form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the for securities to be issued by offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)any employee benefit plan, then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salerespectively) (a "Piggy-Back Registration"), it will promptly (and in any case at least 45 days before the initial filing with the SEC of such piggy-back registration statement (the "Piggy-Back Registration Statement")) give written notice to each Holder, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as the Holder may request. If the Holder desires to have its Registrable Securities registered under this Section 3, such Holder shall advise the Company in writing within 20 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to provisions of Section 3 below, and shall use all its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition effect registration of such Registrable Securities in accordance with under the intended method of distribution thereof. Any Holder Securities Act; provided, however, that the Company shall have the right not be obligated to withdraw its request for inclusion of its include any Registrable Securities in any Registration Statement such registration, qualification or compliance, pursuant to this Section 2.2 by giving written notice to 3 after the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)144 Sale Date.

Piggy Back Registration. (a) If at any time the Company proposes intends to file on its behalf or on behalf of any other Person a Registration Statement prospectus or a registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) public offering of any securities of the General Instructions A.1. Company (if such offering will occur on or after February 1, 2016) on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-4 (as such General Instructions are currently in effect)S-8, Form F-7, Form F-8, Form F-80 or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)Form F-4 or any successor or similar form, then the Company shall give written notice (an “Intended Offering Notice”) of such proposed filing intention to Cinven on behalf of the Holders as soon as practicable (but in no event less than 30 at least 20 calendar days before prior to the anticipated filing date), and date of such notice prospectus or registration statement. Such Intended Offering Notice shall offer to include in such Holders prospectus or registration statement for offer to the opportunity to register public such number of Registrable Securities as each the Holders may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number of securities proposed to be registered, the proposed date of filing of such Holder may request prospectus or registration statement, any proposed means of distribution of such securities and any proposed managing underwriter or underwriters of such securities, and such price as is proposed to appear on the facing page of such prospectus or registration statement. Cinven on behalf of the Holders shall advise the Company in writing (which request shall specify the written notice of Cinven being a “Piggy-back Notice”) not later than 10 calendar days after the Company’s delivery to Cinven on behalf of the Holders of the Intended Offering Notice, setting forth the number of Registrable Securities intended the Holders desire to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be have included in a Piggy-Back Registration to be included on the same terms prospectus or registration statement and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice offered to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statementpublic. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon Upon the request of the Company, the Holders pursuant to Section 2.1shall enter into such underwriting, custody, lock-up and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities other agreements as shall be customary in connection therewith shall relieve with registered secondary offerings or necessary or appropriate in connection with the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)offering.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement ----------------------- registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration demand for registration pursuant to Section 2.1)7.3 the PCM Agreement, then the Company shall give written notice of such proposed filing to each of the Holders as soon as practicable (but in no event less than of Registrable Securities at least 30 days before the anticipated filing date), and such notice shall describe in detail the proposed registration and distribution (including those jurisdictions where registration under the securities or blue sky laws is intended) and offer such Holders the opportunity to register such the number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration")request. The Company shall use all reasonable its best efforts (within ten days of the notice provided for in the preceding sentence) to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering (the "Company Underwriter") to permit the Holders of Registrable Securities who have requested to be included participate in a Piggy-Back Registration the registration for such offering to be included include such Registrable Securities in such offering on the same terms and conditions as any similar the securities of the Company included therein. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to the Holders of Registrable Securities that the total amount or any other security holder included therein kind of securities which they and PCM (or its successors) intend to permit include in such offering (the sale "Total Securities") is sufficiently large so as to have a material adverse effect on the distribution of the Total Securities, then the amount or other disposition kind of securities to be offered for the account of such Registrable Holders and such other persons or entities (other than the Company) shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter, provided that PCM shall have first priority to participate in accordance with the intended method registration over all other holders of distribution thereofregistration rights. Any Unless waived by a Holder in writing, each Holder shall have the right to withdraw its request for inclusion participate pro rata based upon the proportion of its the Registrable Securities in any Registration Statement pursuant held by them bears to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of all Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Securities.

Piggy Back Registration. If (a) If, at any time on or after the date hereof and on or prior to three years from the date of this Agreement, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account any other party of any class of its respective equity security holders similar to any Registerable Securities (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement registration statement on Form S-4 (or S-8 or any substitute successor form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company or a registration statement filed solely in connection with an exchange offer, a business combination transaction that is referenced in clauses (1) through (3) or an offering of securities solely to the existing stockholders or employees of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company), then the Company Company, on each such occasion, shall give written notice (each, a "Company Piggy-Back Notice") of such proposed filing to all of the Holders as soon as practicable (but in no event less than Rightsholders owning Registerable Securities at least 30 days before the anticipated filing date)date of such registration statement, and such notice Company Piggy-Back Notice also shall be required to offer to such Holders Rightsholders the opportunity to register such aggregate number of Registrable Registerable Securities as each such Holder Rightsholder may request (which request request. Each such Rightsholder shall specify have the Registrable Securities intended to be disposed of by such Holder and right, exercisable for the intended method(s) of distribution thereof and shall also state twenty days immediately following the firm intent giving of the Holder to offer Registrable Securities for sale) (a "Company Piggy-Back RegistrationNotice, to request, by written notice (each, a ")Holder Notice") to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters underwriter(s) of a proposed underwritten offering to permit the Registrable inclusion of the Registerable Securities requested to be included which were the subject of all Holder Notices in a Piggy-Back Registration to be included such underwritten offering on the same terms and conditions as any similar securities of the Company or any other security holder included therein and therein. Notwithstanding anything to permit the sale or other disposition contrary contained in this Paragraph 4.3(a), if the managing underwriter(s) of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdrawunderwritten offering (or, provided that in the event case of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitationan offering not being underwritten, the Company's obligations under Sections 3.2 ) delivers a written opinion (or, in the case of the Company, a resolution of its Board of Directors certified by the President or Secretary of the Company) to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and 4.1kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based on the amount of securities owned which carry registration rights) 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(s) in its written opinion (or the Board of Directors in its resolution).

Piggy Back Registration. If at any time (a) Whenever during the Effective Period the Company proposes shall propose to file a Registration Statement registration statement under the Securities 1933 Act with respect relating to an offering by the Company for its own account or for the account of any of its respective security holders Class A Common Stock (other than (x) pursuant to a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement registration statement on Form S-4 (or any substitute form that may other registration statement registering shares to be adopted issued in a merger, consolidation, acquisition or similar transaction) or Form S-8 or any successor forms, or an offering of securities in connection with an exchange offer to existing stockholders or otherwise pursuant to a dividend reinvestment plan, stock purchase plan or other employee benefit plan), whether or not for its own account, the Company shall (i) provide a written notice at least 30 days prior to the filing thereof to each Holder, specifying the approximate date on which the Company proposes to file such registration statement and advising such Holder of its right to have any or all (subject to Section 2.01(b)) of the Registrable Securities held by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than Holder included among the securities to be issued covered thereby and (ii) at the written request of any such Holder received by the Company in connection with a transaction that is referenced in clauses within 20 days after the date of such written notice from the Company, include (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant subject to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), 2.01(b) and such notice shall offer Holder's compliance with Section 2.11(c)) among the securities covered by such Holders registration statement the opportunity to register such number of Registrable Securities as each that such Holder may request (which request shall specify the Registrable Securities intended to have requested be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) so included (a "Piggy-Back back Registration"). The Company shall use all reasonable efforts to cause require the lead or managing Underwriter or Underwriters underwriter, if any, of a any proposed underwritten offering to permit the Holders of Registrable Securities requested to be included covered by the registration statement for such offering to include (subject to Section 2.01(b) and such Holder's compliance with Section 2.11(c)) such securities in a Piggy-Back Registration to be included such offering on the same terms and subject to the same conditions as any similar securities of included therein; provided, however, that the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall not be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected required under this Section 2.2, and no failure 2.01(a) to effect a registration under this Section 2.2, shall relieve use any efforts to cause any lead or managing underwriter of any such offering to permit any such Holder to include any such securities in such offering unless such Holder accepts the terms of any underwriting agreed upon between the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, (and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement Holder whose securities are included in such offering) and such underwriter (including, without limitation, the Companyand any other underwriter) and performs such Holder's obligations under Sections 3.2 and 4.1)thereunder.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any securityholders of any class of its respective security holders equity securities (other than (xi) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), ) or (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing securityholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holders thereof to be included in a Piggy-Back Registration (the "Piggy-Back Holders") to be included on the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. Subject to the provisions of Section 2.1, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, provided that the Company shall reimburse the Piggy-Back Holders for all reasonable out-of-pocket expenses (including counsel fees and expenses) incurred prior to such withdrawal. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders obligations pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities Shares in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders of any security of the same class as the Registrable Securities (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or or, in each case, any substitute form or successor forms that may be adopted by the CommissionSEC), (y) or a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effectCompany’s existing security holders), or (z) a Registration Statement which registration and applicable law would permit the inclusion of such Registrable Securities pursuant to a Demand Registration pursuant to this Section 2.1)2.2 then, then the Company shall give written notice of such proposed filing to the Holders Stockholders (and their Permitted Transferees) as soon as practicable (but in no event less than 30 days before the anticipated filing date)practicable, and such notice shall offer such Holders Stockholders (and their Permitted Transferees) the opportunity to register such number of shares of Registrable Securities as each such Holder Stockholder (or Permitted Transferees) may request in writing within ten (10) days of receipt of such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder Stockholder (or Permitted Transferee) and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder thereof), in each case subject to offer Registrable Securities for sale) Section 2.3 (a "“Piggy-Back Registration"”). The Company shall use all reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder Subject to Section 2.3(b), any Stockholder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdrawwithdraw within ten (10) days of its request for inclusion; provided, provided however, that in the event of registration statement including such withdrawal shares (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such a “Piggy Back Registration Statement”) has not yet been declared effective by the SEC. The Company may withdraw a Piggy-Back Registration Statement at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve is declared effective by the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)SEC.

Piggy Back Registration. If at any time the Company proposes shall determine to file a Registration Statement register under the Securities Act with respect to an offering by of 1933, as amended (the Company for its own account or for the account of any of its respective security holders (other than (x“Securities Act”) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, pursuant to a demand of any stockholder of Company exercising registration rights) any of its securities, other than in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Securities and Exchange Commission (the “Commission”) under the Securities Act is applicable, it shall send to the Holder, written notice of such determination. If within thirty (30) calendar days after receipt of such notice, the Holder shall so request in writing, Company shall use its best efforts to include in such registration statement all or any part of the shares issuable under the Warrant which the Holder requests to be registered therein, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by Company's obligations , the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its reasonable judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental ("piggy back") right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there are first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any director, officer or employee of Company or any subsidiary of Company, (ii) any holder thereof not having any such contractual, incidental registration rights, and (iii) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of the Holder, then Company shall be obligated to include in such registration statement only such limited portion of the shares issuable under Sections 3.2 and 4.1)the Warrant with respect to which the Holder has requested inclusion hereunder.

Piggy Back Registration. If at any time the Company proposes to file files a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account account, or an offering for the account of any stockholder of its respective security holders the Company or any group of such stockholders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement registration statement on Form S-4 (or S-8 or any substitute form that may be adopted by successor forms or any other forms not available for registering capital stock for sale to the Commission); provided that such Registration Statement on Form S-4 does not include any securities public and other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration registration statement filed pursuant to Section 2.13 hereof), then the Company shall give written notice of such proposed filing to each holder of Registrable Securities not later than five (5) business days after the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date)date thereof, and such notice shall describe in detail the proposed registration and distribution (including whether the offering will be underwritten and those jurisdictions where registration under the securities or blue sky laws is intended) and offer such Holders holder the opportunity to register such the number of Registrable Securities as each such Holder holder may request in writing within twenty (which request shall specify 20) days after receipt of such written notice from the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration")Company. The Company shall use all reasonable efforts its best efforts, within twenty (20) days of the notice from the holder provided for in the preceding sentence, to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering (the “Company Underwriter”) to permit the holders of Registrable Securities who have requested to be included participate in a Piggy-Back Registration the registration for such offering to be included include such Registrable Securities in such offering on the same terms and conditions as any similar the securities of the Company or any other security holder included therein and to permit therein, including execution of an underwriting agreement in customary form. Notwithstanding the sale or other disposition of such Registrable Securities in accordance with foregoing, if the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving Company Underwriter delivers a written notice opinion to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale holders of Registrable Securities that marketing considerations require a limitation on the number of securities to be sold, the Company shall include in such registration (except in connection therewith with a Demand Registration, which priority shall relieve be governed by Section 3) for the account of holders of Registrable Securities only that number of Registrable Securities which, in the good faith opinion of the Company Underwriter, can be sold, allocated pro rata, based on the number of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Registrable Securities requested to be included by each such holder.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an any offering by the of its Company Shares for its own account or for the account of any of its respective security holders securityholders (other than (xa) any registration statement filed by the Company under the Securities Act relating to an offering of Class B Common Stock for its own account as a result of the exercise of the exchange rights set forth in Section 7.4 of the LLC Agreement, (b) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement, (c) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (yd) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing securityholders, (e) a transaction that is referenced in clauses (1) through (3) registration incidental to an issuance of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)debt securities under Rule 144A, or (zf) a Registration Statement registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, a Demand Registration pursuant to Section 2.1dividend reinvestment plan, or a merger or consolidation) (a “Company Public Sale”), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities of the class of Company Shares so proposed to be registered by the Company as soon as practicable (but in no event less than 30 ten (10) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities of such class as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "“Piggy-Back Registration"”); provided, that if and so long as a Shelf Registration Statement is on file and effective with respect to Company Shares of such class, then the Company shall have no obligation to effect a Piggy-Back Registration of Company Shares of such class; provided, further, that the Co-Investment Entities shall only have such rights to Piggyback Registration with respect to a Company Public Sale in which a Sponsor is participating as a selling stockholder. Subject to Section 2.4, the Company shall include in such registration statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt by such Stockholders of any such notice (or ten (10) Business Days in the case of a notice pursuant to a Shelf Registration Statement) (and, with respect to the Co-Investment Entities, such Co-Investment entities shall elect to include Registrable Securities to the extent required pursuant to the piggyback obligations in the operating agreement of such Co-Investment Entity); 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 registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination to each Stockholder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Sponsors to request that such registration be effected as a Demand Registration under Section 2.2, and (ii) in the case of a determination to delay registering, in the absence of a request for a Demand Registration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. The Company shall use all its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereoftherein. Any Each Holder shall have the right be permitted to withdraw its request for inclusion all or part of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw from a Piggy-Back Piggyback Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company effectiveness of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such Registration Statement.

Piggy Back Registration. (a) If the Company shall at any time the Company proposes (i) propose to file a Registration Statement registration statement under the Securities Act with respect to for an underwritten offering by of securities of the Company for its own account the Company or for resale by holders of the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any Company’s securities other than Registrable Securities (the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1“Requesting Holders”) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (zii) a Registration Statement proposes an underwritten offering pursuant to a Demand the Initial Registration pursuant to Section 2.1)Statement, then the Company shall give provide prompt written notice of such proposed filing to the Holders as soon as practicable (but proposal, in no event any event, not less than 30 15 days before the anticipated filing date), to all Stockholders and Xxxxx of its intention to do so, of the underwriters selected for such notice offering and of such Stockholders’ rights under this Section 3. The Company shall offer such Holders the opportunity use its best efforts to register include such number of Registrable Securities as each in such Holder may request registration statement (a “Piggy-back Registration”), which request shall specify be made to the Company within 15 days after such Stockholders and Xxxxx receive notice from the Company of such proposed registration; provided, that (i) 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 Stockholder and Xxxxx and, thereupon, shall be relieved of its obligation to register any Registrable Securities intended to be disposed in connection with such registration, and (ii) all holders of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested requesting to be included in a Piggy-Back Registration the registration must sell their Registrable Securities to be included the underwriters on the same terms and conditions as any similar securities of apply to the Company and/or the Requesting Holders, with such differences, including any with respect to indemnification and liability insurance, as may be customary or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities appropriate in accordance with the intended method of distribution thereofsecondary offerings. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement Stockholder or Xxxxx requesting pursuant to this Section 2.2 by giving written notice 3 to the Company of its request to withdrawbe included in a registration may elect, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time writing prior to the time it becomes effectiveeffective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected If a Stockholder does not participate either voluntarily or involuntarily in the offering described in this section 3(a), Stockholder shall retain all of its rights under this Section 2.23(a), and no failure those set forth under Section 2(a) above, relating to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)remaining Common Stock held by such Stockholders.

Piggy Back Registration. If (i) If, at any time on or after the Closing through the Termination Date, the Company proposes to file a any Registration Statement under the Securities Act (a “Registration Statement”) with respect to an any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of any of its respective security holders (the Company), other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), merger or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)acquisition, then the Company shall (x) give written notice of such proposed filing to the Holders Holder as soon as practicable (but in no event less than 30 ten (10) days before the anticipated filing date)date of the Registration Statement, and such which notice shall offer such Holders describe the opportunity to register such number amount and type of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended securities to be disposed of by included in such Holder and Registration Statement, the intended method(s) of distribution thereof distribution, and shall also state the firm intent name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to offer Registrable Securities for saleregister the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a "“Piggy-Back Registration"” and such shares of Common Stock, the “Registrable Securities”). The Company shall use all reasonable efforts cause the Registrable Securities to be included in such registration and shall cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method method(s) of distribution thereof. Any A Holder shall have the right proposing to withdraw distribute its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw securities through a Piggy-Back Registration at any time prior that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the time it becomes effective. No registration effected under contrary in this Section 2.25(a), and no failure the Company shall not be required to effect a registration under register such Registrable Securities pursuant to this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders 5(a) that are eligible for resale pursuant to Section 2.1, and no failure to effect Rule 144 promulgated under the Securities Act or that are the subject of a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).then effective Registration Statement

Piggy Back Registration. If at (but without any time obligation to do so) the Company Buyer proposes to file register (including for this purpose, a Registration Statement registration effected by the Buyer for stockholders other than the Sellers) any shares of ThermoEnergy Common Stock under the Securities Act in connection with respect to an the public offering by the Company of such shares of ThermoEnergy Common Stock solely for its own account or for the account of any of its respective security holders (cash other than (xi) a Registration Statement registration statement on Form S-8 (or any substitute successor form that may be adopted by relating to the Commissionsale of securities to employees of the Buyer pursuant to a stock option, stock purchase or similar plan), (yii) a Registration Statement registration statement on Form S-4 (or any substitute successor form that may be adopted by relating to a merger, consolidation or similar transaction involving the CommissionBuyer); provided that such Registration Statement , (iii) a registration on Form S-4 any form which does not include any securities other than substantially the securities to same information as would be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested required to be included in a Piggy-Back Registration registration statement covering the sale by the Sellers of the Thermo Shares, the Conversion Shares or the Warrant Shares, (iv) a registration in which the only ThermoEnergy Common Stock being registered is ThermoEnergy Common Stock issuable upon conversion of debt securities which are also being registered, or (v) a registration statement being filed by the Buyer pursuant to a contractual obligation existing prior to the date of this Agreement which prohibits the inclusion of additional shares, the Buyer shall, at such time, promptly give each Seller written notice of such registration. Upon the written request of a Seller given within twenty (20) days after mailing of such notice by the Buyer, the Buyer shall, subject to the provisions of this Section 12, cause to be registered under the Securities Act all of the Thermo Shares, Conversion Shares and Warrant Shares (collectively, the “Registrable Securities”) that each such Seller has requested to be registered. In the event that any such registration shall be, in whole or in part, an underwritten public offering of ThermoEnergy Common Stock, the number of Registrable Securities to be included on in such an underwriting may be reduced or excluded partially or completely (pro rata among the same terms requesting Sellers based upon the number of Registrable Securities owned by such Sellers) if and conditions as any similar to the extent that the managing underwriter shall be of the opinion that the inclusion of some or all of the Registrable Securities would adversely affect the marketing of the securities to be sold by the Buyer therein; provided, however, that no such Registrable Securities may be excluded from such registration unless all securities of the Company or Buyer held by any person (other security holder included therein and to permit than a Seller) who did not make the sale or other disposition of original request for registration shall first be excluded from such Registrable Securities in accordance with the intended method of distribution thereofregistration. Any Holder The Buyer shall have the right right, without penalty, to terminate or withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to registration initiated by it under this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time 12.1 prior to the time it becomes effective. No effectiveness of such registration effected under this Section 2.2, and no failure whether or not any Seller has elected to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities include securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such registration.

Piggy Back Registration. (a) If at any time the Company proposes to file on its behalf or on the behalf of any of its securityholders a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any class of its respective security holders common equity securities (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 days 20 Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The In the case of any underwritten offering, the Company shall use all reasonable its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 9.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder withdraw prior to such withdrawal relating to the time such Registration Statementis declared or becomes effective. The Company may withdraw a Piggy-Back Registration at any time prior to the time it is declared or becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve ; provided that the Company of its obligation shall give prompt notice thereof to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)participating Selling Holders.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use all reasonable its [reasonable] best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof)withdrawal, such Holder shall be responsible for the all fees and expenses referred to in Section 3.3(viii(including fees and -109- 115 expenses of counsel) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statementwithdrawal. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. If at any (a) Request for Registration. Each time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective securityholders of any class of equity security holders (other than except, (xi) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be is adopted by the Commission), (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)dividend reinvestment plan, stock option plan or unit investment trusts, or (ziii) a Registration Statement pursuant registration statement filed in connection with an exchange offer or offering of securities solely to a Demand Registration pursuant the Company's existing securityholders), and the form of registration statement to Section 2.1)be used permits the registration of Registrable Securities, then the Company shall give written notice of such proposed filing to the Holders as soon as reasonably practicable (but in no event less than 20 days before the anticipated filing date and no less than 30 days before the anticipated filing effective date), and such notice shall offer such the Holders the opportunity to register such number of Registrable Securities as each such Holder the Holders may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder the Holders and the intended method(s) method of distribution thereof and shall also state thereof) up to 20 days before the firm intent of the Holder to offer Registrable Securities for sale) anticipated effective date (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on substantially the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its such Holder's request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 3 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other no later than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder two Business Days prior to such withdrawal relating to such Registration Statementthe anticipated effective date. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve provided that the Company shall give prompt notice of its obligation such withdrawal to effect a registration upon the request of Holders pursuant other Holders, if any, requested to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities be included in connection therewith shall relieve the Company of any other obligation under this Agreement such Piggy-Back Registration. (including, without limitation, the Company's obligations under Sections 3.2 and 4.1b).

Piggy Back Registration. If at any time following the issuance of the Closing Date there is not an effective registration statement covering all of the Note Shares and the Company proposes shall determine to prepare and file with the SEC a Registration Statement under the Securities Act with respect registration statement relating to an offering by the Company for its own account or for the account of others under the Securities Act of any of its respective security holders (equity securities, other than (x) a Registration Statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the their then equivalents relating to equity securities to be issued by the Company solely in connection with a transaction that is referenced any acquisition of any entity or business or equity securities issuable in clauses (1) through (3) of connection with the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), stock option or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)other employee benefit plans, then the Company shall give send to the Holder a written notice of such proposed filing to determination and, if within fifteen days after the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date)date of such notice, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The shall so request in writing, the Company shall use all reasonable efforts (subject to cause market conditions) in such registration statement all or any part of the managing Underwriter Note Shares Holder requests to be registered; provided that, the Company shall not be required to register any Note Shares pursuant to this Section 2(b) that are eligible for resale without restriction pursuant to Rule 144 promulgated under the Securities Act or Underwriters that are the subject of a proposed underwritten then effective registration statement. As a condition to registration pursuant to this Section 2(b), each Holder requesting such registration shall be required to enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company, and then only in such quantity as the underwriters determine in their reasonable discretion will not jeopardize the success of the offering to permit by the Registrable Securities Company. If the total amount of securities, including those requested by stockholders to be included in a Piggy-Back Registration such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to be included on include in the same terms and conditions as any similar offering only that number of such securities of the Company or any other security holder included therein and to permit Holders, that the sale or other disposition underwriters determine in their reasonable discretion will not jeopardize the success of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)offering.

Piggy Back Registration. (i) If the Company at any time the Company proposes to file a Registration Statement under the Securities Act registration statement on Form F-1, F-3 or otherwise, with respect to an any offering by the Company of its equity securities for its own account or for the account of any of its respective security holders other Persons (other than (xi) a Registration Statement under Section 2(a), (ii) a registration statement on Form F-4 or S-8 (or any substitute form that may be adopted by such other similar successor forms then in effect under the CommissionSecurities Act), (yiii) a Registration Statement on Form S-4 registration of securities solely relating to an offering and sale to employees, directors or consultants of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement, (iv) a registration not otherwise covered by clause (ii) above pursuant to which the Company is offering to exchange its own securities for other securities, (v) a registration statement relating solely to dividend reinvestment or similar plans or (vi) a shelf registration statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its subsidiaries that are convertible or exchangeable for Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3successor provisions) of the General Instructions A.1. Securities Act may resell such notes and sell the Common Stock into which such notes may be converted or exchanged (each of Form S-4 clauses (as such General Instructions are currently in effecti)-(v), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1"Company Public Sale")), then then, as soon as practicable (but in no event less than 10 days prior to the proposed date of filing of such registration statement), the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date)Holders, and such notice shall offer such Holders each Holder the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing delivered to the Company within ten (which request 10) days of delivery of such written notice by the Company. Subject to Sections 2(b), (c) and (d), the Company shall specify the include in such registration statement all such Registrable Securities intended that are requested by Holders to be disposed of by such Holder and included therein in compliance with the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) immediately foregoing sentence (a "Piggy-Back Piggyback Registration"). The ; provided, that if at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such Piggyback Registration, the Company shall use all reasonable efforts determine for any reason not to cause register or to delay registration of the managing Underwriter or Underwriters equity securities covered by such Piggyback Registration, the Company shall give written notice of a proposed underwritten offering such determination to permit the Registrable Securities each Holder that had requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company register its, his or any other security holder included therein and to permit the sale or other disposition of such her Registrable Securities in accordance such registration statement and, thereupon, (1) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable) and (2) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering the other equity securities covered by such Piggyback Registration. If the offering pursuant to such registration statement is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant this Section 2(b), and each Holder making a request for a Piggyback Registration pursuant to this Section 2(b) must, and the Company shall make such arrangements with the intended method managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of distribution thereofSections 2(b), (c) and (d). Any If the offering pursuant to such registration statement is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 2(b), and each Holder making a request for a Piggyback Registration pursuant to this Section 2(b) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Sections 2(b), (c) and (d). Each Holder shall have the right be permitted to withdraw its request for inclusion all or part of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw from a Piggy-Back Piggyback Registration at any time prior to the time it becomes effective. No effectiveness of such registration effected under this Section 2.2statement; provided, and no failure to effect however, that except as set forth above, if a registration under this Section 2.2Holder voluntarily withdraws all of its Registrable Securities from a Piggyback Registration, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, shall not be liable for any Registration Expenses incurred by such Holder and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith such Holder shall relieve promptly reimburse the Company of for any other obligation under this Agreement (including, without limitation, such amounts received from the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. If at any time the Company ----------------------- proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities by the Company for its own account or for the account of any security holders of any class of its respective security holders equity securities (other than (xi) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders), (y) including a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant relating to a Demand Registration pursuant to Section 2.1)Registration, then the Company shall give written notice of such proposed filing to the Holders Holder(s) as soon as practicable (but in no event less than 30 20 days before the anticipated filing date), and such notice shall offer such Holders the Holder(s) the opportunity to register such number of shares of Registrable Securities as each such Holder the Holder(s) may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holder(s) thereof to be included in a Piggy-Back Registration (the "Piggy-Back Holders") to be included on the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. Subject to the provisions of Section 2.1, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration Statement for its own account at any time prior to the time it becomes effective, provided that the Company shall reimburse the Piggy -------- Back Holders for all reasonable out-of-pocket expenses (including counsel fees and expenses) incurred prior to such withdrawal. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders obligations pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities Shares in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.15.1).

Piggy Back Registration. If the Company at any time the Company proposes to file a Registration Statement ----------------------- register any of its Common Stock under the Securities Act with respect for sale to an offering by the Company public either for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities another Person other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses Investors (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement except pursuant to a Demand Registration pursuant demand by the Investors under Section 2 hereof, which demand registration shall be governed by the terms of said Section 2, and except with respect to Section 2.1registration statements on Forms X-0, X-0 or any other form not available for registering the Registrable Securities for sale to the public), then the Company shall each such time it will promptly give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number each holder of Registrable Securities as each of its intention to effect such Holder may registration. Upon the written request (which request shall specify the of any such holder of Registrable Securities intended to be disposed of given within thirty (30) days after receipt by such Holder and holder of such notice, the intended method(s) of distribution thereof and shall also state Company will, subject to the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall limits contained in this Section 4, use all its commercially reasonable best efforts to cause all Registrable Securities of such holder that such holder so requests to be registered under the managing Underwriter or Underwriters of a proposed underwritten offering Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the such sale or other disposition of such said Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 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 number reasonably deemed satisfactory by such managing underwriter; and 4.1provided, further, that 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 "Piggy-Back" registration rights, (ii) second, securities held by any Persons having contractual, incidental or "Piggy-Back" registration rights pursuant to an agreement which is not this Agreement and Registrable Securities held by the Investors and (iii) securities sought to be registered by the Company. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) or (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche and subject to the priorities set forth in the preceding sentence).

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement register any equity securities under the Securities Act with respect for sale to an offering by the Company public for cash, whether for its own account or for the account of any of its respective other security holders or both (other than (x) a except with respect to Registration Statement Statements on Form Forms S-4 or S-8 (for purposes permissible under such forms as of the date hereof, or any substitute form successor forms for comparable purposes that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that each such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall time it will give written notice to all Holders of such proposed filing its intention to the Holders as soon as practicable (but in do so no event less than 30 days before 15 Business Days prior to the anticipated filing date). Upon the written request of any Holder, received by the Company no later than the 10th Business Day after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such notice shall offer such Holders the opportunity to register such number registration, any of its Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and state the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities as to which registration shall have been so requested to be included in a Piggy-Back Registration the securities to be included covered by the Registration Statement proposed to be filed by the Company, on the same terms and conditions as any similar securities of included therein, all to the Company or any other security holder included therein and extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to so registered; provided, however, that the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffectiveness of any such Registration Statement, in its sole discretion and without the consent of any Holder, abandon the proposed offering in which any Holder had requested to participate. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale The number of Registrable Securities to be included in connection therewith such a registration may be reduced or eliminated if and to the extent, in the case of an underwritten offering, the managing underwriter shall relieve render to the Company its opinion that such inclusion would materially jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein; provided, however, that such number of shares of Registrable Securities shall not be reduced (i) if any securities included in such registration are included other obligation under than for the account of (x) the Company or (y) the persons listed on Schedule I hereto and (ii) unless the shares included in the registration pursuant to piggy-back registration rights that have been granted to the persons listed on Schedule I as of the date of this Agreement are also reduced on a pro rata basis. From and after the date of this Agreement and until no Registrable Securities remain outstanding, the Company shall not grant any piggy-back registration rights to any Person unless such rights are expressly made subject to the prior right of Holders to include any or all of their Registrable Shares before such other Person includes any shares in any registration relating to an underwritten public offering with respect to which, in the 133 opinion of the managing underwriter, the inclusion in the offering of all shares requested to be registered by all Persons holding registration rights would materially jeopardize the successful marketing of the securities (includingincluding the Registrable Securities) to be sold. In the event that the number of Registrable Securities to be included in a registration is to be reduced as provided above, within 10 Business Days after receipt by each Holder proposing to sell Registrable Securities pursuant to the registered offering of the opinion of such managing underwriter, all such Selling Holders may allocate among themselves the number of shares of such Registrable Securities which such opinion states may be distributed without limitationadversely affecting the distribution of the securities covered by the Registration Statement, and if such Holders are unable to agree among themselves with respect to such allocation, such allocation shall be made in proportion to the respective numbers of shares specified in their respective written requests. Notwithstanding anything to the contrary contained in this Section 2.02, in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to a Registration Statement covering Registrable Securities and a Person does not elect to sell its Registrable Securities to the underwriters of the Company's obligations securities in connection with such offering, such Person shall not offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock during the period of distribution of the Company's securities by such underwriters, which shall be specified in writing by the underwriters, shall not exceed any period during which management of the Company and others are similarly prohibited from disposing of shares of Common Stock and shall not exceed 180 days following the date of effectiveness under Sections 3.2 the Securities Act of the Registration Statement relating thereto if the net proceeds to the Company from such offering will be $25,000,000 or greater and 4.1)shall not exceed 60 days following the date of effectiveness under the Securities Act of the Registration Statement relating thereto if the net proceeds to the Company from such offering will be less than $25,000,000.

Piggy Back Registration. If Buyer (or its successor) at any ------------------------ time the Company proposes to file a Registration Statement register any of Buyer Class B Stock (or shares issued in exchange therefor or in respect thereof) under the Securities Act with respect for sale to an offering by the Company public, whether for its own account or for the account of any of its respective security holders other stockholders or both (other than (x) a Registration Statement except with respect to registration statements on Form S-8 Forms X-0, X-0 or another form not available for registering the Buyer Class B Stock issued pursuant to the Merger (or any substitute form that may be adopted by shares issued in exchange therefor or in respect thereof) ("Restricted Stock") for sale to the Commissionpublic), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that each such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall time it will ---------------- give written notice to X. Xxxxxxx, Xxxxx and Xxxx of its intention so to do. Upon the written request of X. Xxxxxxx, Xxxxx and Xxxx, received by Buyer (or its successor) within 20 days after the giving of any such proposed filing to the Holders as soon as practicable notice by Buyer (but in no event less than 30 days before the anticipated filing dateor its successors), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent any of the Holder to offer Registrable Securities for saleRestricted Stock, Buyer (or its successor) (a "Piggy-Back Registration"). The Company shall will use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Restricted Stock as to permit the Registrable Securities which registration shall have been so requested to be included included, at Buyer's or its successor's expense, in a Piggy-Back Registration the Buyer Class B Stock to be included on covered by the same terms and conditions as any similar securities of registration statement proposed to be filed by Buyer (or its successor), all to the Company or any other security holder included therein and extent requisite to permit the sale or other disposition by X. Xxxxxxx, Xxxxx and Xxxx, as applicable, of such Registrable Securities in accordance with Restricted Stock so registered. In the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in event that any Registration Statement registration pursuant to this Section 2.2 by giving written notice 6.7 shall be, in whole or in part, an underwritten public offering, the number of shares of Restricted Stock to be included in such an underwriting may be reduced if and to the Company 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 Buyer (or its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(csuccessor) hereof)therein; provided, such Holder shall be responsible for reduction is shared pro rata with other shareholders requesting registration. Notwithstanding the fees and expenses foregoing provisions, Buyer (or its successor) may withdraw or suspend any registration statement referred to in this Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement6.7 without thereby incurring any liability. The Company may withdraw a Piggy"piggy-Back Registration at any time prior back" registration right pursuant to the time it becomes effective. No registration effected under this Section 2.26.7 (i) requires at least 500 shares of Restricted Stock to be registered, and no failure to effect a registration under this Section 2.2, shall relieve (ii) terminates ten years from the Company date of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement and (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)iii) is non transferable.

Piggy Back Registration. If at any (a) Request for Registration. Each time the Company proposes to file ------------------------ a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders of any class of equity security (other than (xi) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be is adopted by the Commission), ) or (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or the offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing security holders), then the Company shall give written notice of such proposed filing to the Holders each Holder of Registrable Securities as soon as practicable (but in no event less than 30 20 days before the anticipated filing date), and such notice shall offer such Holders Holder the opportunity to register such number of shares of Registrable Securities as each such Holder may request (which request must be made in writing and shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"); ----------------------- provided, however, that the Company shall not be required to include Registrable -------- ------- Securities in the securities to be registered pursuant to a registration statement on any form which limits the amounts of securities which may be registered by the issuer and/or selling security holders if, and to the extent that, such inclusion would make the use of such form unavailable. In the event that any Piggy-Back Registration shall be, in whole or in part, an underwritten public offering of Common Stock, any request for inclusion by the Holder shall specify that either (i) such Registrable Securities are to be included in the underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration, or (ii) such Registrable Securities are 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 Company shall permit, or, if the offering relating to a Piggy-Back Registration is an underwritten offering, shall use all its reasonable best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a such proposed underwritten offering to permit permit, the Registrable Securities requested to be included in a such Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and shall permit, or use its reasonable best efforts to permit cause such managing underwriter or underwriters to permit, the sale or other disposition of such Registrable Securities in accordance with the such Holder's intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration statement pursuant to this Section 2.2 3 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statementwithdrawal. The Company may withdraw a Piggy-Back Registration such registration statement at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve provided that the Company shall give immediate notice of its obligation such withdrawal to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of who requested Registrable Securities to be included in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such Piggy-Back Registration.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any holders of any class of its respective security holders capital stock (other than (xi) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), SEC) or (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing security holders), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less fewer than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within 20 days after receipt of such written notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 180 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all reasonable of the Registrable Securities covered thereby. The Company shall use its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters, if any, of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).Selling Holder

Piggy Back Registration. If the Company at any time time, beginning upon (but excluding) the Company date hereof proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of register any of its respective security holders Ordinary Shares (other than (w) a shelf registration filed by the Company prior to the date hereof to register Ordinary Shares issued to investors in a private placement in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 25, 2021, by and among the Company, Toronto Sub Ltd., a Cayman Islands exempted company and ION Acquisition Corp. 1 Ltd., a Cayman Islands exempted company, (x) a Registration Statement on Form S-8 (demand registration under Section 2.3 or any substitute form that may be adopted by the Commission)Section 2.4 of this Agreement, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of registration on Form S-4 (as such General Instructions are currently in effect), S-8 or (z) pursuant to Form F-4 or S-4 in connection with a business combination or exchange offer or pursuant to exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its securities pursuant to an effective Registration Statement pursuant to (a Demand Registration pursuant to Section 2.1“Shelf Takedown”), then the Company it shall give written notice to the Holder of such proposed filing to the Holders as soon as practicable (but in no event intention not less than 30 ten (10) days before the anticipated filing date)date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such notice shall offering, and (B) offer such Holders to the Holder the opportunity to register the sale of such number of Registrable Securities as each such the Holder may request in writing. Upon the written request of the Holder given within seven (which request 7) days after receipt of any such notice, the Company shall specify include in such registration or Shelf Takedown all of the Registrable Securities intended indicated in such request, so as to permit the disposition of the shares so registered in the manner as contemplated by such registration statement; provided that the Holder shall not have the right to include any Registrable Securities that are not permitted to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent Transferred pursuant to Section 5.10 of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration")Purchase Agreement. The Company shall, in good faith, cause such Registrable Securities to be included in such registration or offering and, if applicable, shall use all its commercially reasonable efforts to cause the managing Underwriter or Underwriters underwriter(s) of a proposed underwritten offering such registration to permit the Registrable Securities requested by the Holder pursuant to this Section 2.2 to be included in a Piggy-Back Registration to be included therein on the same terms and conditions as any similar securities of the Company or any other security holder included therein in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method method(s) of distribution thereof. Any Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then shares will be included in such registration or Shelf Takedown up to such limitation in the following order or priority: (i) first, all Ordinary Shares that were being registered by the Company or pursuant to the exercise of demand rights by holders not party to this Agreement, (ii) second, any other shares of the Company to be offered by any other holders (excluding the Holder) will be included in such registration and (iii) third, all Registrable Securities held by the Holder shall have must be included in such registration. The piggyback rights of the right Holder under this Section may be exercised an unlimited number of times. The Holder may elect to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its such request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder withdraw prior to such withdrawal relating to such the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Piggy-Back Registration Statement at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company effectiveness of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such Registration Statement.

Piggy Back Registration. If at the Holder exercises any time portion of the Warrant, and thereafter the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any class of its respective security holders equity securities (other than (x) a Registration Statement registration statement on Form S-8 (or any substitute form that may be adopted by the Commission)successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, (y) a Registration Statement on Form S-4 transaction to which Rule 145 (or any substitute form that may be adopted by successor provision) under the Commission); provided that such Registration Statement on Form S-4 does not include any Securities Act applies or an offering of securities other than solely to the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing shareholders), then the Company shall in each case give written notice of such proposed filing to the Holders Holder as soon as practicable (but in no event less later than 30 days 20 business days) before the anticipated filing date), and such notice shall offer such Holders each Holder the opportunity to register such number of Registrable Securities shares of Restricted Stock as each such Holder may request (request. Each Holder desiring to have Restricted Stock included in such registration statement shall so advise the Company in writing within 10 business days after the date on which request shall specify the Registrable Securities intended Company's notice is so given, setting forth the number of shares of Restricted Stock for which registration is requested. If the Company's offering is to be disposed an underwritten offering, the Company shall, subject to the further provisions of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall this Agreement, use all its reasonable best efforts to cause the managing Managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Holders of the Restricted Stock requested to be included in a Piggy-Back Registration the registration for such offering to be included include such Restricted Stock in such offering on the same terms and conditions as any similar securities of the Company or any other security holder included therein and therein. The right of each Holder to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration pursuant to this Section 2.2 2.5 in connection with an underwritten offering by giving the Company shall, unless the Company otherwise assents, be conditioned upon such Holder's participation as a seller in such underwritten offering and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company, Notwithstanding the foregoing. if the Managing Underwriter of such offering delivers a written notice opinion to the Company that either because of its request (a) the kind of securities that the Company, the Holders and any other persons or entities intend to withdrawinclude in such offering or (b) the size of the offering that the Company, provided that the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such withdrawal managing underwriter's opinion, the number of shares of Restricted Stock to be registered and offered for the accounts of Holders shall be reduced pro rata on the basis of the number of securities requested by such Holders to be registered and offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters (provided that if securities are being registered and offered for the account of other than pursuant persons or entities in addition to Section 2.3(c) hereof)the Company, such Holder reduction shall not be proportionally greater than any similar reductions imposed on such other persons or entities) and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriters opinion, (x) the Restricted Stock to be included in such registration and offering shall be responsible for reduced as described in clause (i) above or (y) if such actions would, in the fees reasonable judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such Restricted Stock will be excluded entirely from such registration and expenses referred to offering. Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the consent of the Company, be transferred in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time public distribution prior to the earlier of ninety (90) days (or such other shorter period of time it becomes effective. No as the managing underwriter may require) after the effective date of the registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve statement or ninety (90) days after the Company date the Holders of its obligation to effect a registration upon the request such Restricted Stock are notified of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such exclusion.

Piggy Back Registration. If at any time prior to the Termination Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders securityholders of Capital Stock (other than (xi) a Registration Statement registration statement on Form S-4 or S-8 (or F-4 or F-8) (or any substitute form that may be adopted by the Commission)SEC) or any other publicly registered offering pursuant to the Securities Act pertaining to the issuance of shares of Capital Stock or securities exercisable therefor under any benefit plan, employee compensation plan, or employee or director stock purchase plan or (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) an offer of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing securityholders), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities of the same class intended to be offered by the Company as soon as practicable (but in no event less fewer than 30 15 days before the anticipated filing date), date or 10 days if the Company is subject to filing reports under the Exchange Act and such able to use Form S-3 (or F-3) under the Securities Act. Such notice shall offer such Holders the opportunity to register such number of shares of the applicable class of Registrable Securities as each such Holder may request, and such request must be received by the Company within 20 days after such written notice was received by such Holder, (which request shall specify the number of such Registrable Securities intended to be disposed of by such Selling Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "PiggyPIGGY-Back RegistrationBACK REGISTRATION"). The Company shall use its commercially reasonable efforts to effect the registration of such Registrable Securities and shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act in the qualifying jurisdictions until at least the earlier of (A) 60 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Company shall use its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters, if any, of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 2.3 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffective or the Company may elect to delay the registration; PROVIDED, HOWEVER, that the Company shall give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.3, and each Holder of Registrable Securities shall pay all brokerage and sales commissions, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.3. No registration effected under this Section 2.22.3, and no failure to effect a registration under this Section 2.22.3, shall relieve the Company of its obligation to effect a registration upon the request of Holders of Registrable Securities pursuant to Section 2.1Sections 2.1 and 2.2 hereof, and no failure to effect a registration under this Section 2.2 2.3 and to complete the sale of Registrable Securities securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Agreement.

Piggy Back Registration. If at any time the Company proposes ----------------------- to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders securityholders of any class of its common equity securities (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a i)a Registration Statement on Form S-4 or S-8 (or any substitute successor form that may be adopted by the Commission); provided that such having similar effect) or (ii)a Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1an offer or offering of securities solely to the Company's existing securityholders) through (3) for sale on the same terms and conditions as the securities of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), Company or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)any other selling securityholder included therein, then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 days 20 Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder thereof), subject to offer Registrable Securities for sale) reduction as hereinafter set forth (a "Piggy-Back Registration"). The Company shall use all reasonable its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters (if any) of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereofthereof except as otherwise provided in Section 2.3. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 Section2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other withdraw no later than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to 5 Business Days before such Registration StatementStatement becomes effective. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided that the Company shall give prompt notice thereof -------- to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section2.2. No registration effected under this Section 2.2Section2.2, and no failure to effect a registration under this Section 2.2Section2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).its

Piggy Back Registration. If at any time the Company proposes to ----------------------- file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders securityholders covering the sale of Common Stock (other than (xa) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement registration statement on Form S-4 or S-8, (b) a registration statement filed in connection with an offer of securities solely to the Company's existing securityholders, (c) a Demand Registration, or any substitute form (d) a registration statement filed in connection with an Initial Public Equity Offering, provided, that may be adopted by the Commission); provided that registration statement relating to such Registration Statement on Form S-4 does not include any Initial Public Equity Offering solely covers securities other than the securities to be issued proposed for sale by the Company in connection with a transaction that is referenced in clauses (1for its own account and not for the account of any of its securityholders) through (3) for sale on the same terms and conditions as the securities of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), Company or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)any other selling securityholder included therein, then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 days 10 Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The ----------------------- Company shall use all reasonable its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided that the Company -------- shall give prompt notice thereof to participating Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Agreement.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement register any Voting Securities under the Securities Act with respect for sale to an offering by the Company public for cash for its own account or for the account of any of its respective security holders (other than Holders (x) a except with respect to Registration Statement Statements on Form Forms S-4 or S-8 (or any substitute form that may be adopted by for purposes permissible under such forms as of the Commissiondate hereof), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that each such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall time it will give written notice to all Holders of such proposed filing its intention to the Holders as soon as practicable (but in do so no event less than 30 20 days before prior to the anticipated filing date). Upon the written request of any Holder, received by the Company no later than the 15th day after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such notice shall offer such Holders the opportunity to register such number registration, any of its Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and state the intended method(s) method of distribution thereof and shall also state if the firm intent of Company's offering is not an underwritten offering), the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities as to which registration shall have been so requested to be included in a Piggy-Back Registration the securities to be included covered by the Registration Statement proposed to be filed by the Company, on the same terms and conditions as any similar securities of included therein, all to the Company or any other security holder included therein and extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to so registered; PROVIDED, HOWEVER, that the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffectiveness of any such Registration Statement, in its sole discretion and without the consent of any Holder, abandon the proposed offering in which any Holder had requested to participate. No registration effected under this Section 2.2, and no failure The number of Registrable Securities to effect be included in such a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 be reduced or eliminated if and to complete the sale extent, in the case of an underwritten offering, the managing underwriter shall render to the Holders that have requested inclusion of Registrable Securities in connection therewith such offering its opinion that such inclusion would adversely affect the price or materially jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein; PROVIDED, HOWEVER, that such number of shares of Registrable Securities shall relieve not be reduced if any securities included in such registration are included other than for the account of the Company or a Holder. From and after the date of any other obligation under this Agreement and until no Registrable Securities remain outstanding, the Company shall not grant any piggy-back registration rights to any Person unless such rights are expressly made subject to the prior right of Holders to include any or all of their Registrable Shares before such other Person includes any shares in any registration with respect to which, in the opinion of the managing underwriter (includingif the method of distribution is an underwritten public offering) or in the opinion of the Holders owning a majority of the Registrable Securities requested to be registered (if such method of distribution is not an underwritten public offering), without limitationthe inclusion in the offering of all shares requested to be registered by all Persons holding registration rights would adversely affect the price or materially jeopardize the successful marketing of the securities (including the Registrable Securities) to be sold. In the event that the number of Registrable Securities to be included in a registration is to be reduced as provided above, the number of Registrable Securities to be included by each Holder shall be reduced in proportion to the respective numbers of Registrable Securities specified in their respective written requests for registration. Notwithstanding anything to the contrary contained in this Section 2.02, in the event that there is a firm commitment underwritten offering of securities of the Company pursuant to a Registration Statement covering Registrable Securities and a Holder does not elect to sell (or elects to sell but is selling or being permitted to sell less than all of) its Registrable Securities to the underwriters of the Company's obligations securities in connection with such offering, such Holder shall not (other than to the underwriters in such offering) offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock during the period of distribution of the Company's securities by such underwriters, which shall be specified in writing by the underwriters, shall not exceed any period during which management of the Company and others are similarly prohibited from disposing of shares of Common Stock and shall not be a period greater than 10 days prior to and 60 days following the date of effectiveness under Sections 3.2 the Securities Act of the Registration Statement relating thereto if the net proceeds to the Company from such offering will be $50,000,000 or greater and 4.1)shall not be a period greater than 10 days prior to and 45 days following the date of effectiveness under the Securities Act of the Registration Statement relating thereto if the net proceeds to the Company from such offering will be less than $50,000,000.

Piggy Back Registration. If at From and after the date that is ninety (90) days after the date of this Agreement and until the third anniversary of the Closing Date, for so long as any time of the Registrable Securities are outstanding and are not the subject of an effective registration statement, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of covering any of its respective security holders (securities other than (xi) a Registration Statement registration on Form S-8 (or S-4, or any substitute form that may be adopted by the Commission), successor or similar forms; and (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by shelf registration under Rule 415 for the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities sole purpose of registering shares to be issued by the Company in connection with a transaction that is referenced the acquisition of assets, the Company will to the extent permissible by law at each such time give prompt written notice to the Holders’ Representative and the Purchasers of its intention to do so and of the Purchaser’s rights under this Section 6. Upon the written request of the Purchaser made within thirty (30) days after the receipt of any such notice, the Company will use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register by the Purchaser, to the extent requisite to permit the disposition (in clauses (1) through (3accordance with the intended methods of disposition) of the General Instructions A.1. Registrable Securities by the Purchasers requesting registration, by inclusion of Form S-4 (as such General Instructions are currently Registrable Securities in effect), or (z) a the Registration Statement pursuant which covers the securities which the Company proposes to a Demand register; provided, that if, at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration pursuant to Section 2.1)Statement filed in connection with such registration, then the Company shall determine for any reason either not to register or to delay registration of such Registrable Securities, the Company may, at its election, give written notice of such proposed filing determination to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder Holders’ Representative and the intended method(sPurchasers requesting registration and, thereupon, (i) in the case of distribution thereof and shall also state a determination not to register, the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company relieved of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of register any Registrable Securities in connection therewith with such registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall relieve be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities The Purchaser acknowledges and agrees that the Company of any makes no representation or warranty with respect to the transactions contemplated hereby other obligation under than those specifically set forth in this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Section 3.1.

Piggy Back Registration. If For a period of three (3) years from the date of this Agreement, if, at any time there is not an effective Registration Statement covering all of the Underlying Shares and the Company proposes shall determine to prepare and file with the Commission a Registration Statement under the Securities Act with respect registration statement relating to an offering by the Company for its own account or for the account of others under the Securities Act of any of its respective security holders (equity securities, other than (x) a Registration Statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the their then equivalents relating to equity securities to be issued by the Company solely in connection with a transaction that is referenced any acquisition of any entity or business or equity securities issuable in clauses (1) through (3) of connection with the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), Company’s stock option or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)other employee benefit plans, then the Company shall give deliver to each Purchaser a written notice of such proposed filing determination and, if within fifteen days after the date of the delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Underlying Shares such Purchaser requests to be registered; provided, however, that, the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are the subject of a then effective Registration Statement; provided, further, however, (i) if the registration statement is an offering to be made on a continuous basis pursuant to Rule 415 promulgated under the Securities Act and is not on a Form S-3, and the Commission advises the Company that all of the Underlying Shares which such Purchasers have requested to be registered may not be included under Rule 415, then the number of Underlying Shares to be registered for each Purchaser shall be reduced pro-rata among all the Purchasers and unless otherwise directed in writing by a Purchaser as to its Underlying Shares, the number of Underlying Shares to be registered on such Registration Statement will first be reduced by Underlying Shares represented by Warrant Shares (applied to the Holders as soon as practicable (but in no event less than 30 days before Purchasers on a pro rata basis based on the anticipated filing datetotal number of unregistered Warrant Shares held by such Purchasers), and second by Underlying Shares represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Conversion Shares held by such notice Purchasers); and (ii) if the registration so proposed by the Company involves an underwritten offering of the securities so being registered for the account of the Company, to be distributed by or through one or more underwriters of recognized standing, and the managing underwriter of such underwritten offering shall offer such Holders advise the opportunity Company in writing that, in its opinion, the distribution of all or a specified portion of the Underlying Shares which the Purchasers have requested the Company to register and otherwise concurrently with the securities being distributed by such number underwriters will materially and adversely affect the distribution of Registrable Securities as such securities by such underwriters, then the Company will promptly provide written notice to each such Holder may request Purchaser that they have been denied the registration of all or a specified portion of such Underlying Shares (which request shall specify the Registrable Securities intended in case of such a denial as to a portion of such Underlying Shares, such portion to be disposed allocated pro rata among the Purchasers). Subject to the terms of by such Holder and this Agreement, the intended method(s) of distribution Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall also state use its best efforts to keep such Registration Statement continuously effective under the firm intent of the Holder Securities Act until all Underlying Shares covered by such Registration Statement have been sold, or may be sold without pursuant to offer Registrable Securities for sale) (a "Piggy-Back Registration")Rule 144. The Company shall use pay all reasonable efforts to cause expenses incurred by the managing Underwriter or Underwriters holders of a proposed underwritten offering to permit the Registrable Securities requested to be included Underlying Shares in a Piggyconnection with such piggy-Back Registration to be included on the same terms back registration, as well as all SEC registration and conditions as any similar securities filing fees, printing and mailing expenses, and fees and disbursements of counsel and accountants for the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities Purchasers in accordance connection with the intended method registration of distribution thereof. Any Holder shall have the right to withdraw its request Underlying Shares called for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)hereunder.

Piggy Back Registration. If at any time on or after the ----------------------- closing of the Company's Initial Public Offering, the Company proposes (in compliance with a request for a Demand Registration or otherwise) to file a Registration Statement registration statement under the Securities Act Act, with respect to an offering by the Company for its own account or for the account of any of its respective security holders of any security of the same class as the Registrable Securities (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the CommissionSEC), (y) or a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effectCompany's existing security holders), or (z) a Registration Statement which registration would permit the inclusion of such Registrable Securities pursuant to a Demand Registration pursuant to this Section 2.1)2.2 then, then the Company shall give written notice of such proposed filing to the Holders and the Minority Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date)practicable, and such notice shall offer such Holders and Minority Holders the opportunity to register such number of shares of Registrable Securities as each such Holder and Minority Holders may request in writing within ten (10) days of receipt of such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder or Minority Holders and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Subject to Section 2.3(b), any Holder or Minority Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdrawwithdraw within ten (10) days of its request for inclusion; provided, provided that in the event of Registration Statement including such withdrawal shares (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such a "Piggy-Back Registration Statement") is not yet effective. The Company may withdraw a Piggy-Back Registration Statement at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. (a) If at any prior to the time the Company Resale Registration statement is filed, and before the end of the Effective Period, Zamba proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company Zamba for its own account or for the account of any other holders of its respective security holders Zamba Common Stock to be offered for cash (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) the registration of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)securities issuable pursuant to an employee stock option, stock purchase or (z) a Registration Statement similar plan or pursuant to a Demand Registration pursuant to Section 2.1merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act), then the Company Zamba shall in each case give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 at least 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities Shares as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "PiggyPIGGY-Back RegistrationBACK REGISTRATION"). The Company If such offer is accepted by written notice to Zamba from the Holders of at least 20% of the Shares then held by the Holders (with a proportional adjustment for any stock split or stock dividend or other issuance of securities with respect to such Shares) within 15 days of the giving of the written notice provided for in the preceding sentence, Zamba shall use all reasonable its best efforts to permit, or (in the case of a proposed underwritten offering) to cause the managing Underwriter underwriter or Underwriters underwriters thereof to permit, the Holders of a proposed underwritten offering to permit the Registrable Securities Shares requested to be included included, in a Piggy-Back Registration the registration for such offering to be included include such Shares in such offering on the same terms and conditions as any similar the corresponding securities of Zamba included therein; PROVIDED that (i) if, at any time after giving written notice of its intention to register any securities and prior to the Company effective date of the registration statement filed in connection with such registration, Zamba shall determine for any reason not to proceed with the proposed registration, Zamba may, at its election, give written notice of such determination to each Holder of Shares requested to be included in such registration and thereupon shall be relieved of its obligation to register any Shares in connection with such registration (but not from its obligation to pay the Registration Expenses (defined below) in connection therewith) and (ii) if such registration involves an underwritten offering by Zamba (underwritten, at least in part, by Persons who are not affiliates or associates of Zamba or any other security holder Holder), all Holders requesting to have Shares included therein and in Zamba's registration must sell their Shares to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder underwriters who shall have been selected by Zamba on the right same terms and conditions as apply to withdraw its request for inclusion of its Registrable Securities Zamba, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in any Registration Statement combined primary and secondary offerings. If a proposed registration pursuant to this Section 2.2 by giving written notice to the Company of its 1.2 involves such an underwritten public offering, any Holder making a request to withdrawunder this Section 1.2 in connection with such registration may elect in writing, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration. No registration effected under this Section 2.2Notwithstanding the foregoing, and no failure if the managing underwriter or underwriters of a proposed underwritten offering advise Zamba in writing that in their opinion the total amount or kind of securities that the Holders have requested to effect a registration under this Section 2.2be included in such offering would adversely affect the success of such offering, shall relieve then the Company amount of its obligation securities to effect a registration upon be offered for the request accounts of Holders pursuant of Shares and securities to Section 2.1, and no failure be offered for the account of other stockholders shall be reduced pro rata to effect a registration under this Section 2.2 and the extent necessary to complete reduce the sale total amount of Registrable Securities securities to be included in connection therewith shall relieve such offering to the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)amount recommended by such managing underwriter or underwriters.

Piggy Back Registration. If the Company at any time the Company (other than pursuant to Section 3.1(a) or Section 3.1(d)) proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering by the Company public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-0, X-0 or another form not available for registering the Restricted Stock for resale to the public), each such time it will give written notice to all holders of outstanding Restricted Stock of its intention to do so and of the proposed method of distribution of such securities. Upon the written request of any such holder, received by the Company within twenty (20) days after the giving of any such notice by the Company, to register any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission)Restricted Stock, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Restricted Stock as to permit the Registrable Securities which registration shall have been so requested to be included in a Piggy-Back Registration the securities to be included on covered by the same terms registration statement proposed to be filed by the Company, all to the extent and under the conditions as that such registration is permitted under the Securities Act. In the event that any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement registration pursuant to this Section 2.2 4 shall be an underwritten public offering of Common Stock, the Company shall not be required under this Section 4 to include any of the Restricted Stock of any holders of Restricted Stock unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by giving written notice it and enter into an underwriting agreement in customary form with such underwriters. Each seller of Restricted Stock in such underwritten offering shall complete and execute all questionnaires, powers of attorney, indemnities and other documents required under the terms of such underwriting arrangements, which arrangements shall not be inconsistent with the terms of this Agreement. In the event that any registration pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of securities to be included in such an underwriting may be reduced or excluded partially or completely (first, pro rata, with respect to all securities other than Restricted Stock whose holders have a piggy-back right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right, second, pro rata, with respect to shares of Series A Restricted Stock requested to be included by such holders and third, pro rata, with respect to shares of Series B Restricted Stock requested to be included by such holders) if and to the Company of its request to withdraw, provided extent that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder managing underwriter shall be responsible for of the fees and expenses opinion that the inclusion of some or all of the securities would adversely affect the marketing of the securities to be sold by the Company therein, provided, however, that, unless the registration is with respect to the Company’s IPO, in no event shall the number of shares of Series B Restricted Stock to be sold by the holders of Series B Restricted Stock be reduced below 25% of the total amount of the securities included in such registration. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time 4 prior to the time it becomes effective. No effectiveness of the registration effected under this Section 2.2, and no failure without thereby incurring any liability to effect a registration under this Section 2.2, shall relieve the Company holders of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Restricted Stock.

Piggy Back Registration. If at any time of the Registrable Securities issuable on exercise of the Warrants remain unsold after expiration of the Target Exercise Periods and thereafter the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), or (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. If at any time (a) The Holder of the Company Registrable Shares is hereby granted the following piggyback registration rights with respects to the Registrable Shares whenever Nations proposes to file a Registration Statement under (other than an acquisition shelf Registration Statement which may be filed by Nations pursuant to Rule 415 of the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) covering shares of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement Common Stock which would become issuable pursuant to a Demand Registration pursuant to Section 2.1the Nations stock option plans), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event that any Registrable Shares are included in any such Registration Statement, the Holder agrees to not to sell any shares of Common Stock for a period of 180 days (or such withdrawal (lesser period agreed to by the underwriters for such offering). Whenever Nations proposes to file a Registration Statement, other than pursuant to Section 2.3(cthe Registration Statement for its initial public offering (the "IPO") hereof), such Holder shall be responsible and except for the fees and expenses referred to in Section 3.3(viiiperiod ending on the later of one year from the date hereof or the six month period from the effective date of the IPO, Nations will, fifteen (15) hereof incurred by such Holder days prior to such withdrawal relating filing, give written notice to the Holder of its intention to do so and, upon the written request of the Holder given within ten (10) days after Nations provides such notice (which request shall state the intended method of disposition of such Registrable Shares), Nations shall use its reasonable best efforts to cause all Registrable Shares which Nations has been requested to register by the Holder to be registered under the Securities Act to the extent necessary to permit his sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder. In addition, if Nations files a Registration Statement pursuant to Rule 415 of the Securities Act on behalf of the holder of any convertible debt or notes of Nations registering 2 Common Stock issuable or issued upon conversion of such securities, such Registration Statement shall also include all of the Registrable Shares requested by the Holder to be included in such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. If at Notwithstanding anything to the contrary contained herein, if the managing underwriter(s) of any time underwritten offering that is the subject of a Piggy-Back Registration have informed the Company proposes in writing that in their opinion the total number of Registrable Securities that the Company, the Piggy-Back Holders intend to file a Registration Statement under include in such offering exceeds the number that can be sold in such offering without materially and adversely affecting the marketability of the offering, then (i) the number of Registrable Securities Act with respect to an offering by the Company for its own account or be offered for the account of any of its respective security holders all other persons that have requested to include Registrable Securities in such registration shall be reduced (other than (xto zero, if necessary) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company pro rata in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing proportion to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such respective number of Registrable Securities as each such Holder may request requested to be included; (which request shall specify ii) thereafter, if necessary, the number of Registrable Securities intended to be disposed of by such Holder and offered for the intended method(s) of distribution thereof and shall also state the firm intent account of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"Holders (if any) shall be reduced (to zero, if necessary). The ; and (iii) thereafter, if necessary, the number of Registrable Securities to be offered for the account of the Company shall use all reasonable efforts be reduced to cause the managing Underwriter or Underwriters extent necessary to reduce the total number of a proposed underwritten offering to permit the Registrable Securities requested to be included in a such offering to the number of Registrable Securities, if any, that such managing underwriter(s) believe can be included without materially and adversely affecting the success of the offering; provided, however, that, if such Piggy-Back Registration contemplates an "over-allotment option" on the part of underwriters, to the extent such over-allotment option is exercised and Holders of the Registrable Securities were excluded from registering any of the Registrable Securities they requested be included on in such registration pursuant to the same terms cutback provisions of this Section 2.4(b), then the over-allotment option shall be fulfilled through the registration and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such excluded Registrable Securities in accordance with the intended method of distribution thereofSecurities. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).ARTICLE III

Piggy Back Registration. (a) If at any time the Company or Weekly Reader, as applicable, proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company or Weekly Reader, as applicable, for its own account or for the account of any of its respective security the holders of any class of common stock of the Company or Weekly Reader, as applicable, (other than (xi) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the CommissionSEC), (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (Company's or Weekly Reader's, as such General Instructions are currently in effect)applicable, existing security holders or (ziii) a Registration Statement pursuant concerning common stock offered to a Demand Registration pursuant to Section 2.1employees of the Company or Weekly Reader, as applicable, or its subsidiaries), then the Company or Weekly Reader, as applicable, shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less fewer than 30 10 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request in writing within 20 days after receipt of such written notice from the Company or Weekly Reader, as applicable, (which request shall specify the shares of common stock of the Company or Weekly Reader, as applicable, intended to be disposed of by such Selling Holder) (a "PIGGY-BACK REGISTRATION"). Upon the written request of any such Holder made within 20 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent Company or Weekly Reader, as applicable, will, subject to the terms of this Agreement, effect the Holder to offer registration under the Act of all Registrable Securities for sale) (a "Piggy-Back Registration"). The which the Company shall use all reasonable efforts or Weekly Reader, as applicable, has been so requested to cause register by the managing Underwriter or Underwriters of a proposed underwritten offering Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities requested so to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition registered, by inclusion of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have registration statement that covers the right securities which the Company or Weekly Reader, as applicable, proposes to withdraw its request for inclusion register, 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 registration, the Company or Weekly Reader, as applicable, shall determine for any reason either not to register or to delay registration of such securities, the Company or Weekly Reader, as applicable, may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register shall be relieved of its obligation to register any Registrable Securities in any connection with such registration (but not from its obligation to pay the Registration Statement pursuant to this Section 2.2 by giving written notice Expenses in connection therewith), without prejudice, however, to the Company rights of its any holder or holders of Registrable Securities entitled to do so to request to withdrawthat such registration be effected as a registration under Section 6, provided that and (ii) in the event case of such withdrawal (other than pursuant a determination to Section 2.3(c) hereof)delay registering, such Holder shall be responsible permitted to delay registering any Registrable Securities, for the fees and expenses referred to same period as the delay in Section 3.3(viii) hereof incurred by registering such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveother securities. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, 7 shall relieve the Company or Weekly Reader, as applicable, of its obligation to effect a any registration upon the request of Holders under Section 6, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 2.16. The Company or Weekly Reader, and no failure as applicable, shall use its best efforts to effect a registration keep such Piggy-Back Registration continuously effective under this Section 2.2 and to complete the sale Act until the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)covered thereby.

Piggy Back Registration. (a) If at any time the Company or Weekly Reader, as applicable, proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company or Weekly Reader, as applicable, for its own account or for the account of any of its respective security the holders of any class of common stock of the Company or Weekly Reader, as applicable, (other than (xi) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the CommissionSEC), (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (Company's or Weekly Reader's, as such General Instructions are currently in effect)applicable, existing security holders or (ziii) a Registration Statement pursuant concerning common stock offered to a Demand Registration pursuant to Section 2.1employees of the Company or Weekly Reader, as applicable, or its subsidiaries), then the Company or Weekly Reader, as applicable, shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less fewer than 30 10 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request in writing within 20 days after receipt of such written notice from the Company or Weekly Reader, as applicable, (which request shall specify the shares of common stock of the Company or Weekly Reader, as applicable, intended to be disposed of by such Selling Holder) (a "PIGGY-BACK REGISTRATION"). Upon the written request of any such Holder made within 20 days after the receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent Company or Weekly Reader, as applicable, will, subject to the terms of this Agreement, effect the Holder to offer registration under the Act of all Registrable Securities for sale) (a "Piggy-Back Registration"). The which the Company shall use all reasonable efforts or Weekly Reader, as applicable, has been so requested to cause register by the managing Underwriter or Underwriters of a proposed underwritten offering Holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities requested so to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition registered, by inclusion of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have registration statement that covers the right securities which the Company or Weekly Reader, as applicable, proposes to withdraw its request for inclusion register, 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 registration, the Company or Weekly Reader, as applicable, shall determine for any reason either not to register or to delay registration of such securities, the Company or Weekly Reader, as applicable, may, at its election, give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register shall be relieved of its obligation to register any Registrable Securities in any connection with such registration (but not from its obligation to pay the Registration Statement pursuant to this Section 2.2 by giving written notice Expenses in connection therewith), without prejudice, however, to the Company rights of its any holder or holders of Registrable Securities entitled to do so to request to withdrawthat such registration be effected as a registration under Section 6, provided that and (ii) in the event case of such withdrawal (other than pursuant a determination to Section 2.3(c) hereof)delay registering, such Holder shall be responsible permitted to delay registering any Registrable Securities, for the fees and expenses referred to same period as the delay in Section 3.3(viii) hereof incurred by registering such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveother securities. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, 7 shall relieve the Company or Weekly Reader, as applicable, of its obligation to effect a any registration upon the request of Holders under Section 6, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 2.16. The Company or Weekly Reader, and no failure as applicable, shall use its best efforts to effect a registration keep such Registration continuously effective under this Section 2.2 and to complete the sale Act until the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)covered thereby.

Piggy Back Registration. If If, at any time prior to three years from the Company date hereof, AMRE proposes to file a Registration Statement register any of its securities under the Securities Act with respect (other than by a registration on Form S-8, X-0 xx any successor similar forms or any other form not available for registering the Registrable Securities for sale to an offering by the Company public and other than pursuant to Section 6(a) hereof), whether for sale for its own account or for other security holders, AMRE will, each such time, at least 30 days prior to filing the account registration statement, give written notice to the Signatory Stockholders of its intention to do so and upon the written request of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or the Signatory Stockholders made within 15 days after the receipt of any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent each of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"Signatory Stockholders). The Company shall , AMRE will use all commercially reasonable efforts to cause affect the managing Underwriter registration under the Securities Act of all Registrable Securities which AMRE has been so requested to register by each of the Signatory Stockholders; provided, however, 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 registration, AMRE shall determine for any reason not to register or Underwriters to delay registration of such securities, AMRE may, at its election, give written notice of such determination to each of the Signatory Stockholders who have requested registration of any Registrable Securities and, thereupon, (i) in the case of a proposed underwritten offering determination not to permit the Registrable Securities requested register, shall be relieved of its obligation to be included in a Piggy-Back Registration to be included on the same terms and conditions as register any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance connection with such registration, and (ii) in the intended method case of distribution thereof. Any Holder a determination to delay registering, shall have the right be permitted to withdraw its request for inclusion of its delay registering any Registrable Securities in any Registration Statement being registered pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c6(b) hereof), such Holder shall be responsible for the fees and expenses referred to same period as the delay in Section 3.3(viii) hereof incurred by registering such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)securities.

Piggy Back Registration. (a) If at any time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any class of its respective equity security holders for cash, including any security convertible into or exchangeable for any equity securities (other than (xi) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form for comparable purposes that may be adopted by the Commission), (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction an exchange offer or an offering of securities solely to the Company's existing security holders, (iii) in connection with the registration statement that is referenced in clauses (1) through (3) on a form pursuant to which an offering of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), Registrable Securities cannot be registered or (ziv) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Article 3 hereof), then the Company shall in each case give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than at least 30 days before the anticipated filing date), and such notice shall offer such the Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request (which request shall specify of any Holder received by the Registrable Securities intended to be disposed of by such Holder and Company within 15 business days after the intended method(s) of distribution thereof and shall also state the firm intent date of the Holder Company's delivery of its notice to offer Registrable Securities for sale) (the Holders of its intention to file such a "Piggy-Back Registration"). The registration statement, the Company shall shall, subject to the conditions and in accordance with the procedures set forth herein, use all reasonable its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters, if any, of a proposed underwritten offering to permit the Registrable Securities requested by the Holder to be included in a Piggy-Back Registration to be included the registration statement for such offering on the same terms and conditions as any similar securities of the Company or any other security holder included therein and (a "Piggy-Back Registration"). Notwithstanding the foregoing, if the managing underwriter or underwriters of an offering indicates in writing to permit the sale or other disposition Holders who have requested that their Registrable Shares be included in such offering, its reasonable belief that because of such the size of the offering intended to be made, the inclusion of the Registrable Securities in accordance requested to be included might reasonably be expected to jeopardize the success of the offering of the securities of the Company to be offered and sold by the Company for its own account, then the amount of securities to be offered for the account of the Holders shall be reduced on a pro rata basis with all sellers (whether or not such sellers are Holders) other than the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice Company to the Company extent necessary to reduce the total amount of its request securities to withdraw, provided that be included in such offering to the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred amount recommended by such Holder prior to such withdrawal relating to such Registration Statementmanaging underwriter or underwriters. The Company may withdraw will bear all Registration Expenses (as hereinafter defined) in connection with a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Registration.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement register ----------------------- any securities under the Securities Act with respect for sale to the public (other than in an offering by the Company IPO), whether for its own account or for the account of any of its respective other security holders or both (other than (x) a Registration Statement except with respect to registration statements on Form Forms S-4 or S-8 (for purposes permissible under such forms as of the date hereof, or any substitute form successor forms for comparable purposes that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that each such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by time the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall will give written notice to all Holders of such proposed filing its intention to the Holders as soon as practicable do so (but in any event no event less than 30 fifteen (15) business days before the anticipated filing date). Upon the written request of any such Holder, received by the Company no later than the tenth (10th) business day after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the shares of securities otherwise being sold pursuant to such notice shall offer such Holders the opportunity to register such number registration, any of its Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and state the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities as to which registration shall have been so requested to be included in a Piggy-Back Registration the securities to be included covered by the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities of included therein, all to the Company or any other security holder included therein and extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to so registered; provided, however, that ----------------- the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffectiveness of any such registration statement, in its sole discretion and without the consent of any Holder, abandon the proposed offering. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale The number of Registrable Securities to be included in connection therewith such a registration may be reduced or eliminated if and to the extent the managing underwriter shall relieve render to the Company its opinion that such inclusion would jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein; provided, however, that ----------------- such number of shares of Registrable Securities shall not be reduced (i) if, in the context of a Priority Offering, shares of Common Stock are to be included in such underwriting for the account of any other obligation under Person (other than CCL, and then only with respect to the CCL Shares) or (ii) unless, in the context of any primary offering other than a Priority Offering, the shares to be included in such underwriting for the account of any Person are also reduced on a pro rata basis. Within ten (10) business days after receipt by each Holder proposing to sell Registrable Securities pursuant to the registered offering of the opinion of such managing underwriter, all such Holders may allocate among themselves the number of shares of such Registrable Securities which such opinion states may be distributed without adversely affecting the distribution of the securities covered by the registration statement (or if such registered holders are unable to agree among themselves with respect to such allocation, such allocation shall be in proportion to the respective numbers of shares specified in their respective written requests). Notwithstanding anything to the contrary contained in this Agreement (includingSection 2.03, without limitation, in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to a registration statement covering Registrable Securities and a Holder does not elect to sell its Registrable Securities to the underwriters of the Company's obligations securities in connection with such offering, such Holder shall not offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock during the period of distribution of the Company's securities by such underwriters, which shall be specified in writing by the underwriters and shall not exceed sixty (60) days following the date of effectiveness under Sections 3.2 and 4.1)the Securities Act of the registration statement relating thereto.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement register any securities under the Securities Act with respect for sale to the public (other than in an offering by the Company IPO), whether for its own account or for the account of any of its respective other security holders or both (other than (x) a Registration Statement except with respect to registration statements on Form Forms S-4 or S-8 (for purposes permissible under such forms as of the date hereof, or any substitute form successor forms for comparable purposes that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that each such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall time it will give written notice to all Holders of such proposed filing its intention to the Holders as soon as practicable do so (but in any event no event less than 30 days 15 Business Days before the anticipated filing date). Upon the written request of any such Holder, received by the Company no later than the 10th Business Day after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the shares of securities otherwise being sold pursuant to such notice shall offer such Holders the opportunity to register such number registration, any of its Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and state the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities as to which registration shall have been so requested to be included in a Piggy-Back Registration the securities to be included covered by the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities of included therein, all to the Company or any other security holder included therein and extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to so registered; provided, however, that the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffectiveness of any such registration statement, in its sole discretion and without the consent of any Holder, abandon the proposed offering. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale The number of Registrable Securities to be included in connection therewith such a registration may be reduced or eliminated if and to the extent the managing underwriter shall relieve render to the Company its opinion that such inclusion would materially jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein; provided, however, that such number of shares of Registrable Securities shall not be reduced unless the shares to be included in such underwriting for the account of any other obligation under Person are also reduced on a pro rata basis. Within 10 Business Days after receipt by each Person proposing to sell Registrable Securities pursuant to the registered offering of the opinion of such managing underwriter, all such Selling Holders may allocate among themselves the number of shares of such Registrable Securities which such opinion states may be distributed without adversely affecting the distribution of the securities covered by the registration statement (or if such registered holders are unable to agree among themselves with respect to such allocation, such allocation shall be in proportion to the respective numbers of shares specified in their respective written requests). Notwithstanding anything to the contrary contained in this Agreement (includingSection 2.02, without limitation, in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to a registration statement covering Registrable Securities and a Person does not elect to sell its Registrable Securities to the underwriters of the Company's obligations securities in connection with such offering, such Person shall not offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock during the period of distribution of the Company's securities by such underwriters, which shall be specified in writing by the underwriters and shall not exceed 60 days following the date of effectiveness under Sections 3.2 and 4.1)the Securities Act of the registration statement relating thereto.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders securityholders covering the sale of Common Stock (other than (xa) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement registration statement on Form S-4 (or S-8 or any substitute similar or successor form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company or in connection with a transaction that registration the primary purpose of which is referenced to register debt securities (I.E., in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effectconnection with a so-called "equity kicker"), or (zb) a Registration Statement pursuant registration statement filed in connection with an offer of securities solely to a Demand Registration pursuant to Section 2.1)the Company's existing securityholders) for sale on the same terms and conditions as the securities of the Company or any other selling securityholder included therein, then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 days 10 Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "PiggyPIGGY-Back RegistrationBACK REGISTRATION"). The Company shall use all its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; PROVIDED that the Company shall give prompt notice thereof to participating Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.1, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.1. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 2.1 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Agreement.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account of any Securities (including, but not limited to, an Initial Public Equity Offering) or for the account of any of its respective security holders securityholders of any Securities (other than (xi) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form forms that may be adopted by the CommissionSEC), (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) an offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), Company's existing securityholders or (ziii) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Registration), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 days 20 Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use all reasonable its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof; provided, however, in no event shall the Company be required to reduce the number of securities proposed to be sold by the Company or alter the terms of the securities proposed to be sold by the Company in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder withdraw prior to such withdrawal relating to such the effectiveness of the Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided that the Company shall give prompt notice thereof to participating Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Agreement.

Piggy Back Registration. If at any time Subject to the Company limitations contained in this Agreement (including Section ‎6) and the last sentence of this paragraph, if, after the Effectiveness Target Date, Partners proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company it for its own account or for the account of any of its respective security holders Common Units (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement registration statement on Form S-4 (or S-8 or a generic or universal shelf registration statement on Form S-3 or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company successor forms thereto or filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or an offering of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effectsecurities solely to Partners’ existing unitholders), or (z) a Registration Statement if, to the extent inclusion of Registrable Securities is permitted by Law, Partners plans to offer any Common Units for its own account pursuant to a Demand Registration pursuant to Section 2.1), “shelf take-down,” then the Company Partners shall in each case give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 at least 10 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register or offer such number of Registrable Securities as each such Holder may request. Upon the written request (which request shall specify the of any Holder of Registrable Securities intended to be disposed made within 5 days of by receipt of such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company notice, Partners shall use all reasonable efforts its Best Efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Registrable Securities Holders requested to be included in a Piggy-Back the Registration of such offering to be included include such securities in such offering on the same terms and conditions as any similar securities of Partners included therein. Notwithstanding the Company foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount of Common Units which the Holders, Partners and any other security holder included therein Persons intend to include in such offering is sufficiently large to materially and to permit adversely affect the sale success or other disposition offering price of such Registrable Securities in accordance with offering, then the intended method amount of distribution thereof. Any Holder Common Units to be offered for the accounts of Holders shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice be reduced pro rata to the Company extent necessary to reduce the total amount of its request securities to withdrawbe included in such offering to the amount recommended by such managing underwriter; provided, provided however, that in if securities are being offered for the event account of other Persons as well as Partners, such withdrawal reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons (other than pursuant Partners) over the amount of securities they intended to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)offer.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect for sale to an offering by the Company public for cash, whether for its own account or for the account of any of its respective security holders Other Holders or both (other than (x) a except with respect to Registration Statement Statements on Form Forms S-4 or S-8 (or any substitute form that may be adopted by forms succeeding thereto for purposes permissible under such forms as of the Commissiondate hereof), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that each such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall time it will give written notice to all Holders of such proposed filing its intention to the Holders as soon as practicable (but in do so no event less than 30 20 days before prior to the anticipated filing date), and such notice shall offer such Holders . Upon the opportunity to register such number of Registrable Securities as each written request received by the Company from any Holder no later than the 15th day after receipt by such Holder may request of the notice sent by the Company (which request shall specify the Registrable Securities intended to be disposed of by such Holder and state the intended method(s) method of distribution thereof and shall also state disposition thereof), the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall will use all commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities as to which registration shall have been so requested to be included in a Piggy-Back Registration the securities to be included on covered by such Registration Statement, all to the same terms and conditions as any similar securities of the Company or any other security holder included therein and extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to so registered; provided, however, that the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2effectiveness of any such Registration Statement, in its sole discretion and no failure to effect a registration under this Section 2.2without the consent of any Holder, shall relieve abandon any proposed offering by the Company of its obligation in which any Holder had requested to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale participate. The number of Registrable Securities to be included in connection therewith such a registration may be reduced or eliminated if and to the extent, in the case of an underwritten offering, the managing underwriter shall relieve advise the Company that such inclusion would materially jeopardize the successful marketing of any other obligation under this Agreement the securities (includingincluding the Registrable Securities) proposed to be sold therein; provided, without limitationhowever, that (a) in the Company's obligations under Sections 3.2 and 4.1).case of a Registration Statement filed pursuant to the

Piggy Back Registration. (a) If at any time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (xi) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), ) or (yii) a Demand Registration Statement on or Short-Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give prompt written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 twenty (20) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "“Piggy-Back Registration"”). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided provided, that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof)withdrawal, such Holder shall be responsible for the all fees and expenses referred to in Section 3.3(viii(including fees and expenses of counsel) hereof incurred by such Holder prior to such withdrawal relating withdrawal, and provided further, that if at the time of such withdrawal, such Holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to such Registration Statement. The Company may withdraw a Piggy-Back Registration Holders at any time prior to the time it becomes effective. No registration effected under this Section 2.2, of their request and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon have withdrawn the request with reasonable promptness following disclosure of such material adverse change, then such Holders pursuant shall not be required to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale pay any of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such expenses.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement register any securities under the Securities Act with respect for sale to the public (other than in an offering by the Company IPO), whether for its own account or for the account of any of its respective other security holders or both (other than (x) a Registration Statement except with respect to registration statements on Form Forms S-4 or S-8 (for purposes permissible under such forms as of the date hereof, or any substitute form successor forms for comparable purposes that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company promptly (and in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in any event no event less than 30 days 15 Business Days before the anticipated filing date), ) will give written notice to all Holders (the "Company Notice") of its intention to do so and the terms and conditions applicable to any similar securities included in such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such offering. Any Holder may request that the Company register under the Securities Act any of the Holder's Registrable Securities by giving written notice to the Company (which request shall specify the "Inclusion Request") set forth the Holder's intended method of disposition of the Registrable Securities intended to be disposed Securities. Upon the receipt of by any Inclusion Request received not later than ten Business Days after such Holder and the intended method(s) of distribution thereof and shall also state the firm intent Holder's receipt of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall Notice, the Company will use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested identified in the Inclusion Request to be included in a Piggy-Back Registration the securities to be included covered by the registration statement proposed to be filed by the Company, on the same terms and conditions as any similar securities of included therein, to the Company or any other security holder included therein and extent requisite to permit the sale or other disposition by each Holder of such Registrable Securities in accordance with the intended method its Inclusion Request, all in accordance with Section 2.03 of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, and the Company's obligations under Sections 3.2 and 4.1).following:

Piggy Back Registration. If at (but without any time the Company obligation to do so) ThermoEnergy proposes to file register (including for this purpose, a Registration Statement registration effected by ThermoEnergy for stockholders other than _________________) any shares of the Common Stock under the Securities Act in connection with respect to an the public offering by the Company of such shares of Common Stock solely for its own account or for the account of any of its respective security holders (cash other than (xi) a Registration Statement registration statement on Form S-8 (or any substitute successor form that may be adopted by relating to the Commissionsale of securities to employees of ThermoEnergy pursuant to a stock option, stock purchase or similar plan or arrangement), (yii) a Registration Statement registration statement on Form S-4 (or any substitute successor form that may be adopted by the Commissionrelating to a merger, consolidation or similar transaction involving ThermoEnergy); provided that such Registration Statement , (iii) a registration on Form S-4 any form which does not include any securities other than substantially the securities to same information as would be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested required to be included in a Piggy-Back Registration registration statement covering the sale by _________________ of the shares of Common Stock issued or issuable upon conversion of the Amended Note or the Series B Shares or the exercise of the Warrants (collectively, the “Registrable Securities”) or (iv) a registration statement being filed by ThermoEnergy pursuant to a contractual obligation existing prior to the date of this Agreement which prohibits the inclusion of additional shares, ThermoEnergy shall, at such time, promptly give _________________ written notice of such registration. Upon the written request of _________________ given within twenty (20) days after mailing of such notice by ThermoEnergy, ThermoEnergy shall, subject to the provisions of this Section 8, cause to be registered under the Securities Act all of the Registrable Securities that _________________ has requested to be registered. Notwithstanding the foregoing, ThermoEnergy shall not be obligated to register more Registrable Securities than permitted under the Securities Act or any rule or regulation of the Commission promulgated thereunder or any interpretation thereof by the Staff of the Commission. In the event that any such registration shall be, in whole or in part, an underwritten public offering of Common Stock, the number of Registrable Securities to be included on in such an underwriting may be reduced or excluded partially or completely if and to the same terms and conditions as any similar securities extent that the managing underwriter shall be of the Company opinion that the inclusion of some or any other security holder included therein and to permit all of the sale or other disposition of such Registrable Securities in accordance with would adversely affect the intended method marketing of distribution thereofthe securities to be sold by ThermoEnergy therein. Any Holder ThermoEnergy shall have the right right, without penalty, to terminate or withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to registration initiated by it under this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time 8.1 prior to the time it becomes effective. No effectiveness of such registration effected under this Section 2.2, and no failure whether or not _________________ has elected to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities include securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such registration.

Piggy Back Registration. (i) If at any time after the date hereof, except in connection with the registration statement currently filed for the secondary offering with May Xxxxx Group, Inc. (SEC File No. 33389419), the Company proposes to shall prepare and file a Registration Statement under with the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) SEC, either a Registration Statement on Form S-8 S-1 or an amendment to an existing Registration Statement for the sale of shares of Common Stock of the Company, the Company shall, as part of such Registration Statement, register for resale by the Investor a sufficient number of shares of Common Stock for the Initial Investors to sell the Registrable Securities (or any substitute form that such lesser number as may be adopted required by the Commission)SEC, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated number of shares equal to the sum of (A) two hundred percent (200%) of the number of shares into which the Preferred Stock and all dividends thereon through the fifth anniversary of the Closing Date would be convertible at the time of filing date)of such Registration Statement (assuming for such purposes that all shares of Preferred Stock, had been eligible to be converted, and had been converted, into Conversion Shares in accordance with their terms, whether or not such notice shall offer accrual of dividends, eligibility or conversion had in fact occurred as of such Holders date) and (B) the opportunity to register such number of Registrable Securities as each shares which would be issued upon exercise of all of the Warrants at the time of filing of the Registration Statement (assuming for such Holder may request (which request shall specify the Registrable Securities intended purposes that all Warrants, including all Warrants had been eligible to be disposed exercised and had been exercised in accordance with their terms, whether or not such eligibility or exercise had in fact occurred as of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"date). The Company Registration Statement shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities state that, in accordance with Rule 416 and 457 under the intended method Securities Act, it also covers such indeterminate number of distribution thereof. Any Holder shall have additional shares of Common Stock as may become issuable upon conversion of the right Preferred Stock and the exercise of the Warrants to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdrawprevent dilution resulting from stock splits, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)or stock dividends.

Piggy Back Registration. (a) If at any time during the Company Registration Period the Corporation proposes to file a Registration Statement under Prospectus (which may include a Prospectus Supplement) in Canada and/or with the Securities Act SEC in order to permit the issuance of its Common Shares pursuant to a public offering (other than a Prospectus or Prospectus Supplement filed in connection with respect to an offering by the Company at-the-market sales program) for its own account or for the account of any another (unless the legal form of the prospectus specifically excludes the offering of Registrable Securities under such Prospectus), the Corporation shall give prompt notice of its respective security holders intention to do so to the Holders and shall use reasonable efforts to include in the proposed distribution such number of Designated Registrable Securities (other than the "Piggy Back Registrable Securities") as the Holders shall request (xsuch offering hereinafter referred to as a "Piggy Back Registration") a Registration Statement on Form S-8 within five business days after the giving of such notice (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that if the Corporation expects such Registration Statement on Form S-4 does not include any securities other than the securities offering to be issued by conducted as a block trade or bought deal and such expectation is indicated in the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)applicable notice, then the Company Holders shall give written have one business day after the giving of notice of by the Corporation to provide such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing daterequest), and upon the same terms (including the method of distribution) as such notice shall offer distribution (such Holders being the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Piggy Back RegistrationHolders"). The Company shall use all reasonable efforts to cause If the managing Underwriter underwriter or Underwriters underwriters advise(s) the Corporation that, in such firm's reasonable and good faith view, the number of a proposed underwritten offering to permit the Piggy Back Registrable Securities and other securities requested to be included in a Piggy-such Piggy Back Registration to exceeds the number that can be included on sold in such offering without having a material adverse effect upon the same terms and conditions as any similar securities price, timing or distribution of the Company or any other security holder included therein offering and to permit sale of the sale or other disposition of such Piggy Back Registrable Securities and other securities or otherwise materially adversely affect its success, then the Corporation shall include in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Piggy Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).Registration:

Piggy Back Registration. If the Company at any time the Company proposes to file a Registration Statement register any of its Common Stock under the Securities Act with respect for sale to an offering by the Company public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Forms S-0, X-0 (or their successors) or another form not available for registering the Restricted Stock for sale to the public), each such time it will give prompt written notice in any event no later than 30 days prior to the filing of such registration statement to the Holders of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted intention so to do. Upon the written request delivered by the Commission), (y) a Registration Statement on Form S-4 (or Holder to the Company within 15 days after the giving of any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued notice by the Company in connection with a transaction that is referenced in clauses (1) through (3) to register any of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)Restricted Stock, or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of include in such proposed filing registration all Restricted Stock as to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice which registration shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities have been so requested to be included in a Piggy-Back Registration the securities to be included on covered by the same terms and conditions as any similar securities of registration statement proposed to be filed by the Company or any other security holder included therein and Company, all to the extent requisite to permit the sale or other disposition by the Holder of such Registrable Securities in accordance with Restricted Stock so registered. In the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in event that any Registration Statement registration pursuant to this Section 2.2 by giving written notice 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 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 of its request to withdrawtherein; provided, provided however, that in any event the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder Holders shall be responsible for entitled to register the fees offer and expenses sale or distribute at least 20% of the securities to be included in any such registration or takedown. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at 2 without thereby incurring any time prior liability to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Holder.

Piggy Back Registration. If at any time the Company proposes shall determine to file a Registration Statement register under the Securities Act with respect of 1933, as amended (the "Securities Act"), (including pursuant to an offering by a demand of any stockholder of the Company for its own account or for the account of exercising registration) any of its respective security holders common stock (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by registration relating solely to the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the sale of securities to be issued participants in a Company employee benefit plan, a registration relating solely to issuance of securities by the Company in connection with the acquisition of another company or business or a transaction that is referenced strategic relationship with another person or entity, a registration on any form which does not include substantially the same information as would be required to be included in clauses (1) through (3) a registration statement covering the sale of the General Instructions A.1. Shares and the Xxxxxxx Shares, including any other security which is issued, as a result of Form S-4 a stock split, dividend or other distribution with respect to or in exchange for or in replacement of the Shares and the Xxxxxxx Shares (the Shares, the Xxxxxxx Shares and any such other security being referred to herein as such General Instructions the "Registrable Shares") or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities which are currently in effectalso being registered), it shall send to CKCC and Xxxxxxx (together the "Holders") written notice of such determination and, if within ten days after receipt of such notice, such Holders shall so request in writing, the Company shall use its best efforts to include in such registration statement all or (z) any part of the Registrable Shares that such Holders request 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 Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)"cut back" limitation on the number of shares of common stock included in any such registration statement because, in such underwriter's judgment, such limitation is necessary based on market conditions, then the Company shall give written notice be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Shares equal to the product of (1) the number of selling stockholder shares that remain available for registration after the underwriter's "cut back" and (ii) such Holder's Ownership Percentage, as that term is defined below. If any Holder disapproves of any material terms of such proposed filing underwriting that differ from the terms disclosed to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder in connection with such Holder's decision to participate in the registration, it or he may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right elect to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 therefrom by giving written notice to the Company and the underwriter; provided, however, that pricing changes will not entitle any Holder to withdraw if the final price at which the shares are to be sold by the underwriter is not below the low end of its request to withdraw, provided that the range set forth in the event most current draft preliminary prospectus distributed to Holders as of such withdrawal (other than the time the Holder decides to participate, or if there is no range expressed, then not below 85% of the price stated in the most current draft preliminary prospectus distributed to Holders as of the time the Holder decides to participate. For the purpose of the previous sentence, "Ownership Percentage" means and includes, with respect to each Holder of Registrable Shares requesting inclusion of Registrable Shares in an offering pursuant to Section 2.3(c) hereof)this Agreement, such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred number of Registrable Shares held by such Holder prior divided by the aggregate of (i) all Registrable Shares held by all Holders requesting registration in such offering and (ii) the total number of all other securities entitled to such withdrawal relating registration pursuant to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve agreement with the Company approved by the Board of its obligation to effect a registration upon the request Directors of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, and held by others participating in the Company's obligations under Sections 3.2 and 4.1)underwriting.

Piggy Back Registration. (a) If at any time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.110.1), then the Company shall give prompt written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities Conversion Shares as each such Holder may request (which request shall specify the Registrable Securities Conversion Shares intended to be disposed of by such Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "PiggyPIGGY-Back RegistrationBACK REGISTRATION"). The Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Conversion Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities Conversion Shares in accordance with the intended method of distribution thereof. Any Except as set forth in Section 10.2(c), each Holder shall have the right to withdraw its request for inclusion of its Registrable Securities Conversion Shares in any Registration Statement registration statement pursuant to this Section 2.2 10.2 by giving written notice to the Company of its request to withdraw, provided provided, however, that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof)withdrawal, such Holder shall be responsible for the all fees and expenses referred to in Section 3.3(viii(including fees and expenses of counsel) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statementexcept as set forth in Section 10.2(c). The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.210.2, and no failure to effect a registration under this Section 2.210.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).effect

Piggy Back Registration. If at any Each time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective securityholders of any class of equity security holders (other than except, (xi) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be is adopted by the Commission), (yii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)dividend reinvestment plan, employee option plan or unit investment trusts, or (ziii) a Registration Statement pursuant registration statement filed in connection with an exchange offer or offering of securities solely to a Demand Registration pursuant the Company's existing securityholders), and the form of registration statement to Section 2.1)be used permits the registration of Restricted Securities, then the Company shall give written notice of such proposed filing to the Holders Advisor as soon as reasonably practicable (but in no event less than 20 days before the anticipated filing date and no less than 30 days before the anticipated filing effective date), and such notice shall offer such Holders the Advisor the opportunity to register such number of Registrable Restricted Securities as each such Holder the Advisor may request (which request shall specify the Registrable Restricted Securities intended to be disposed of by such Holder the Advisor and the intended method(s) method of distribution thereof and shall also state thereof) up to 20 days before the firm intent of the Holder to offer Registrable Securities for sale) anticipated effective date (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Registrable Restricted Securities requested to be included in a Piggy-Back Registration to be included on substantially the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Restricted Securities in accordance with the intended method of distribution thereof. Any Holder The Advisor shall have the right to withdraw its request for inclusion of its Registrable Restricted Securities in any Registration Statement pursuant to this Section 2.2 17(b) by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other no later than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder two Business Days prior to such withdrawal relating to such Registration Statementthe anticipated effective date. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective, provided that the Company shall give prompt notice of such withdrawal to the Advisor. No If the managing underwriter or underwriters of an underwritten offering with respect to which Piggy-Back Registration has been requested as provided herein shall have informed the Company, in writing, that in the opinion of such underwriter or underwriters the total number of shares which the Company, the Advisor and any other Persons participating in such registration effected under this Section 2.2intend to include in such offering is such as to materially and adversely affect the success of such offering (including without limitation any material decrease in the proposed public offering price), then the number of shares to be offered for the account of the Advisor and all Persons (other than the Company) participating in such registration shall be reduced or limited (to zero if necessary) pro rata in proportion to the respective number of shares requested to be registered by such Persons to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing underwriter or underwriters. If the Company has determined to enter into an underwriting agreement in connection therewith, all Restricted Securities to be included in such Registration Statement shall be subject to such underwriting agreement, and no failure the Advisor may participate in such Registration only if it agrees to effect a registration under this Section 2.2, shall relieve sell its Restricted Securities on the basis provided for in such underwriting arrangements approved by the Company and completes and/or executes all reasonable and customary questionnaires, powers of its obligation to effect a registration upon attorney, indemnities, underwriting agreements and other reasonable documents which must be executed under the request terms of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such underwriting arrangements.

Piggy Back Registration. If the Company, at any time the Company proposes while this Warrant is outstanding, shall determine to prepare and file a Registration Statement under with the Securities Act with respect and Exchange Commission (the “Commission”) a registration statement relating to an offering by the Company for its own account or for the account of others under the Securities Act of any of its respective security holders (equity securities, other than (x) a Registration Statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the their then equivalents relating to equity securities to be issued by the Company solely in connection with a transaction that is referenced any acquisition of any entity or business or equity securities issuable in clauses connection with the Company’s stock option or other employee benefit plans (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a “Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Statement”), then the Company shall give send to the Holder a written notice of such proposed filing to determination and, if within fifteen days after the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date)date of such notice, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The shall so request in writing, the Company shall use all reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering Warrant Shares as to permit the Registrable Securities which registration has been requested to be included in a Piggy-Back the securities covered by the Registration Statement proposed to be included on filed by the same terms and conditions as any similar securities of Company, all to the Company or any other security holder included therein and extent requisite to permit the sale or other disposition of such Registrable Securities by the Holder (in accordance with its written request) of the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion Warrant Shares so registered (“Piggyback Registration Rights”); provided, however, that if, at any time after giving written notice of its Registrable Securities in intention to register any Registration Statement securities pursuant to this Section 2.2 by giving 5(a) 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 shall give written notice to the Company of its request to withdrawHolder and, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof)thereupon, such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company relieved of its obligation to effect register the Warrant Shares in connection with such registration. If a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and 5(a) involves an underwritten public offering, the Holder may elect, in writing prior to complete the sale effective date of Registrable Securities the Registration Statement filed in connection therewith shall relieve with such registration, not to register such securities in connection with such registration. The foregoing provisions notwithstanding, the Company may withdraw any Registration Statement referred to in this Section 5(a) without incurring any liability to the Holder; provided, however, that the Company shall be liable to the Holder in the event it fails to comply with the provisions of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1Section 5(b).

Piggy Back Registration. (a) If the Company at any time the Company proposes for any reason to file a Registration Statement register any of its securities under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement registrations on Form Forms S-4 or S-8 (or any substitute form that may be adopted by the Commissionsimilar or successor form), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1)3 hereof, then the Company it shall each such time promptly give written notice to Purchasers and the then holders of such proposed filing Covered Shares (if different from Purchasers) of its intention so to do, and, upon the Holders as soon as practicable (but in no event less than written request, given within 30 days before after receipt of any such notice, of any holder or holders of the anticipated filing date)Covered Shares then outstanding, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request any Covered Shares (which request shall specify the Registrable Securities Covered Shares intended to be sold or disposed of by such Holder holders and shall state the intended method(s) method of distribution thereof and shall also state disposition of such Covered Shares by the firm intent of prospective seller), the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable its best efforts to cause all such Covered Shares to be registered under the managing Underwriter or Underwriters Securities Act promptly upon receipt of a proposed underwritten offering the written request of such holders for such registration, all to the extent requisite to permit the Registrable Securities requested sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by the prospective seller or sellers of the Covered Shares so registered. 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 pursuant to this Section 4(a) to register Covered Shares shall specify that such shares are to be included in a Piggy-Back Registration to be included the underwriting (a) on the same terms and conditions as any the Common Shares, if any, otherwise being sold through underwriters under such registration or (b) on terms and conditions comparable to those normally applicable to offerings of Common Shares in reasonably similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that circumstances in the event that no other Common Shares are being sold through underwriters under such registration; PROVIDED, HOWEVER, that if the managing underwriter determines in good faith and advises in writing that the inclusion of all Covered Shares proposed to be included therein by the Company would interfere with the successful marketing (including pricing) of such withdrawal (other than pursuant securities, then the number of Covered Shares to Section 2.3(c) hereof), such Holder be included in the underwritten public offering shall be responsible for reduced PRO RATA among the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company holders of its obligation to effect a registration Covered Shares (based upon the request total number of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1Covered Shares then outstanding).

Piggy Back Registration. If at any time the Company proposes shall determine to prepare and file with the Commission a Registration Statement under the Securities Act with respect registration statement relating to an offering by the Company for its own account or for the account of others under the Securities Act of any of its respective security holders equity securities (other than (x) a Registration Statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the its then equivalents relating to equity securities to be issued by the Company solely in connection with a transaction that is referenced any acquisition of any entity or business or equity securities issuable in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), connection with stock option or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1other employee benefit plans), then the Company shall give send to each Purchaser written notice of such proposed filing to the Holders as soon as practicable determination and, if within seven (but 7) Business Days after receipt of such notice, any such Purchaser shall so request in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request writing (which request shall specify the Registrable Securities Underlying Shares intended to be disposed of by the Purchaser), the Company will cause the registration under the Securities Act of all Underlying Shares which the Company has been so requested to register by the Purchaser, to the extent required to permit the disposition of such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder Underlying Shares so to offer Registrable Securities for sale) (a "Piggy-Back Registration")be registered. The Company shall use include in such registration statement all reasonable efforts or any part of such Underlying Shares such Purchaser requests to cause be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section that are eligible for sale pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing Underwriter underwriter(s) or Underwriters underwriter(s) should reasonably object to the inclusion of a proposed underwritten the Underlying Shares in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Underlying Shares would materially adversely affect the offering to permit contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities Underlying Shares of the Purchasers, then (x) the number of Underlying Shares of the Purchasers included in such registration statement shall be reduced pro-rata among such Purchasers (based upon the number of Underlying Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Underlying Shares, or (y) none of the Underlying Shares of the Purchasers shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Underlying Shares; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a Piggy-Back Registration greater fraction of the number of Underlying Shares intended to be included offered by the Purchasers than the fraction of similar reductions imposed on the same terms and conditions as any similar securities of the Company such other persons or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal entities (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. (i) If at any time the Company ----------------------- proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders securityholders of Common Stock (other than (x1) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)SEC) or any other publicly registered offering pursuant to the Securities Act pertaining to the issuance of shares of capital stock or securities exercisable therefor under any benefit plan, employee compensation plan, or employee or director stock purchase plan, (y2) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through an offer of securities solely to the Company's existing securityholders or (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration or (4) if the registration is a "demand" registration made by (i) the holders of warrants issued to the purchasers of Notes or (ii) the holders of securities issued pursuant to Section 2.1and governed by the Sandler Documents, then the Holders of Warrants and the holders of Warrant Shares shall not be entitled to participate in such registration unless agreed to in writing by those holders referenced in the foregoing clauses (i) and (ii)), then the Company shall give written notice of such proposed filing to the Holders holders of Warrant Shares as soon as practicable (but in no event less fewer than 30 15 days before the anticipated filing datedate or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act), and such notice shall offer such Holders holders the opportunity to register such number of Registrable Securities Warrant Shares as each such Holder holder may request in writing within 12 days (or eight days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act) after receipt of such written notice from the Company (which request shall specify the Registrable Securities Warrant Shares intended to be disposed of by such Selling Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act in the qualifying jurisdic tions until at least the earlier of (A) 60 days after the effective date thereof or (B) the consummation of the distribution by the Selling Holders of all reasonable of the Warrant Shares covered thereby. The Company shall use its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters, if any, of a such proposed underwritten offering to permit the Registrable Securities Warrant Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities Warrant Shares in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities Warrant Shares in any Registration Statement pursuant to this Section 2.2 14(b) by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveeffective or the Company may elect to delay the registration; provided, however, that the Company shall give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Warrant Shares requested pursuant to this Section 14(b), and each holder of Warrant Shares shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Selling Holder's Warrant Shares pursuant to a Registration Statement effected pursuant to this Section 14(b). No registration effected under this Section 2.214(b), and no failure to effect a registration under this Section 2.214(b), shall relieve the Company of its obligation to effect a registration upon the request of Holders of Warrants and holders of Warrant Shares pursuant to Section 2.114(a) hereof, and no failure to effect a registration under this Section 2.2 14(b) and to complete the sale of Registrable Securities securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Warrant.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an any underwritten public offering by the Company of its Ordinary Shares for its own account or for the account of any of its respective security holders securityholders (other than (xa) a Registration Statement registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (yb) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing securityholders, (c) a transaction that is referenced in clauses registration incidental to an issuance of debt securities under Rule 144A or (1d) through (3) a registration of securities solely relating to an offering and sale to employees or directors of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect)Company pursuant to any employee stock plan or other employee benefit plan arrangement, a dividend reinvestment plan, or a merger or consolidation) (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1“Company Public Sale”), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 days 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 Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "“Piggy-Back Registration"”). Subject to Section 2.3, the Company shall include in such registration statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt by such Holders of any such notice; 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 registration, the Company or selling securityholders shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. The Company shall use all its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder initiating selling securityholders included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereoftherein. Any Each Holder shall have the right be permitted to withdraw its request for inclusion all or part of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw from a Piggy-Back Registration at any time prior to the time it becomes effective. No effectiveness of such registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)statement.

Piggy Back Registration. If If, at any time or from time to time while any Registrable Securities are outstanding, the Company proposes to file a Registration Statement register any of its securities (whether for its own or others' account) under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) by a Registration Statement registration statement on Form S-8 (or any substitute Form S-4 or other form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any substantially the same information as would be required in a form for the general registration of securities other than the securities to or that would not be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) available for registration of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effectRegistrable Securities), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall promptly give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 of the Company's intention to effect such registration. If, within 15 days before after receipt of such notice, any Holder submits a written request to the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify Company specifying the Registrable Securities intended to be disposed of by such Holder and the intended method(s) proposes to sell or otherwise dispose of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The , the Company shall, subject to Section 6.3 below, include the number of shares of Registrable Securities specified in such Holder's request in such registration statement and the Company shall use all its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included keep each such registration statement in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein effect and to permit maintain compliance with Federal and state securities and Blue Sky laws and regulations for the period necessary for such Holder to effect the proposed sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereofdisposition. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities participating in any Registration Statement an Underwritten Offering pursuant to this Section 2.2 6.2 shall, if required by giving written notice the managing underwriter or underwriters of such offering, enter into an underwriting agreement in a form customary for underwritten offerings of the same general type as such offering. Unless a Holder, or a person acting on behalf of a Holder, has commenced a distribution thereunder, nothing in this Section 6.2 will create any liability on the part of the Company to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve if the Company for any reason should decide not to file a registration statement proposed to be filed under the preceding paragraph or to withdraw such registration statement subsequent to its filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)notice hereunder or otherwise.

Piggy Back Registration. If the --------------------- ----------------------- lead managing underwriter of any underwritten offering described in Section 2.2 has informed, in writing, the Holders of the Registrable Securities requesting inclusion in such offering that it is its view that the total number of securities which the Issuer, the Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which such securities can be sold, then the number of securities included in such offering (other than the securities of the Issuer included in such offering) shall be reduced or limited pro rata in proportion to the --- ---- respective number of securities requested to be registered to the extent necessary to reduce the total number of securities requested to be included in such offering to the number of securities, if any, recommended by such lead managing underwriter; provided that if such offering is effected for the account -------- of any time securityholder of the Company proposes Issuer other than the Holders, pursuant to file a Registration Statement under the Securities Act with respect demand registration rights of any such securityholder, then the number of securities to an offering by the Company for its own account or be offered for the account of any the Issuer (if any) and the Holders shall be reduced or limited pro rata in proportion to the respective number of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any --- ---- securities other than the securities requested to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing registered to the Holders as soon as practicable (but in no event less than 30 days before extent necessary to reduce the anticipated filing date), and such notice shall offer such Holders the opportunity to register such total number of Registrable Securities as each securities requested to be included in such Holder may request (which request shall specify offering to the number of securities, if any, recommended by such lead managing underwriter. If a reduction in the Registrable Securities intended pursuant to be disposed of by such Holder and this paragraph would, in the intended method(s) of distribution thereof and shall also state the firm intent judgment of the Holder lead managing underwriter, be insufficient to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause substantially eliminate the managing Underwriter or Underwriters adverse effect that inclusion of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included would have on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such offering, such Registrable Securities will be excluded from such offering. In the event a securityholder of the Issuer exercises piggyback registration rights under Section 2.3 of the Amended and Restated Investors' Rights Agreement (the "Rights Agreement"), dated June 30, 1999, with respect to an offering in which any Holders also request inclusion in such offering pursuant to Section 2.2 of this Agreement, then the number of securities to be offered shall be reduced or limited in accordance with the intended method Rights Agreement. If, as a result of distribution thereof. Any the proration provisions of this Section 2.3, any Holder shall have the right not be entitled to withdraw its request for inclusion of its include all Registrable Securities in any a Piggy- Back Registration Statement pursuant that such Holder has requested to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof)be included, such Holder may elect to withdraw his request to include Registrable Securities in such registration (a "Withdrawal Election"); provided that a Withdrawal Election ------------------- -------- shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time made prior to the time it becomes effective. No registration effected under this Section 2.2effectiveness of the Registration Statement and shall be irrevocable and, and after making a Withdrawal Election, a Holder shall no failure longer have any right to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of include Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)registration as to which such Withdrawal Election was made.

Piggy Back Registration. If the Company at any time beginning upon (but excluding) the Company Closing Date proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of register any of its respective security holders Shares (other than (w) a shelf registration to register Shares issued to investors in a private placement in connection with the BOA Acquisition Proposal, (x) a Registration Statement on Form S-8 (demand registration under Section 2.3, Section 2.4 or any substitute form that may be adopted by the Commission)Section 2.5 of this Agreement, (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of registration on Form S-4 (as such General Instructions are currently in effect), S-8 or (z) pursuant to Form F-4 or S-4 in connection with a business combination or exchange offer or pursuant to exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its securities pursuant to an effective Registration Statement pursuant to (a Demand Registration pursuant to Section 2.1), then the Company “Shelf Takedown”) it shall give written notice to all Holders of such proposed filing to the Holders as soon as practicable (but in no event intention not less than 30 ten (10) days before the anticipated filing date)date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such notice shall offering, and (B) offer such to all of the Holders the opportunity to register the sale of such number of Registrable Securities of the same type as each are included in the Registration Statement as such Holder Holders may request in writing. Upon the written request of any Holder given within seven (which request 7) days after receipt of any such notice, the Company shall specify include in such registration or Shelf Takedown all of the Registrable Securities intended indicated in such request, so as to be disposed of by such Holder and permit the intended method(s) of distribution thereof and shall also state the firm intent disposition of the shares so registered; provided that no Holder who is subject to offer a lockup with respect to such Holder’s Registrable Securities for sale) (a "Piggy-Back Registration")shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. The Company shall, in good faith, cause such Registrable Securities to be included in such registration or offering and, if applicable, shall use all its commercially reasonable efforts to cause the managing Underwriter or Underwriters underwriter(s) of a proposed underwritten offering such registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.2 to be included in a Piggy-Back Registration to be included therein on the same terms and conditions as any similar securities of the Company or any other security holder included therein in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method method(s) of distribution thereof. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then shares will be included in such registration or Shelf Takedown up to such limitation in the following order or priority: (i) first, all Shares that were being registered by the Company or pursuant to the exercise of demand rights by holders not party to this Agreement, (ii) second, all Registrable Securities held by the Holders must be included in such registration (pro rata to the respective number of Registrable Securities held by the Holders) and (iii) third, any other shares of the Company to be offered by any other holders will be included in such registration. The piggyback rights of the Holders under this Section may be exercised an unlimited number of times. Any Holder shall have the right may elect to withdraw its such Xxxxxx’s request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its such request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder withdraw prior to such withdrawal relating to such the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Piggy-Back Registration Statement at any time prior to the time it becomes effective. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company effectiveness of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)such Registration Statement.

Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders securityholders of any class of its common equity securities (other than (xi) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (ySEC) or(ii) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company filed in connection with a transaction that is referenced in clauses (1) through (3) an exchange offer or offering of securities solely to the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1Company's existing securityholders), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request within 20 days of the receipt by the Holder of such notice (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method(s) method of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for salethereof) (a "Piggy-Back Registration"). The Company shall use all its reasonable best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a such proposed underwritten offering or the holders of securities of the Company requesting such Registration Statement to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereofthereof except as otherwise provided in Section 2.3. Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other withdraw no later than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to five Business Days before such Registration StatementStatement becomes effective. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; provided that the Company shall give prompt notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and each Selling Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Selling Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities shares of Common Stock, in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)Agreement.

Piggy Back Registration. If (a) If, at any time following the Company expiration or termination of the transfer restrictions set forth in Section 6.1, for so long as DoCoMo owns Registrable Securities having an aggregate Market Value of at least $1 billion or representing at least 2% of the Economic Interest Percentage of AT&T Wireless (prior to the Spin-off) or of the outstanding voting securities of AT&T Wireless (after the Spin-off), AT&T (prior to the Spin-off) or AT&T Wireless (after the Spin-off) proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for register any Equity Shares on its own account behalf or for the account on behalf of any of its respective security holders stockholders, on a form and in a manner that would permit registration of the Registrable Securities (other than (x) in connection with dividend reinvestment plans, rights offerings or a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement registration statement on Form S-4 (or S-8 or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effectsimilar successor form), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company Issuer shall give reasonably prompt written notice to DoCoMo of such proposed filing its intention to do so, which notice shall be given to DoCoMo not less than 45 days prior to the Holders as soon as contemplated filing date, if it is reasonably practicable (to do so at such time, and otherwise promptly after an initial filing date is first contemplated, but in no event less than 30 days before 12 Business Days prior to the anticipated contemplated filing datedate for such registration statement. Upon the written election of DoCoMo (a “Piggy-Back Request”) given within 20 Business Days following the receipt of written notice from the Issuer (but in no event later than two Business Days prior to the contemplated filing date for such registration statement indicated in such notice), and such notice which election shall offer such Holders specify the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by DoCoMo, the Issuer shall include in such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) registration statement (a "“Piggy-Back Registration"”). The Company shall use all reasonable efforts , subject to cause the managing Underwriter or Underwriters provisions of a proposed underwritten offering to permit this Section 7.2, such number of the Registrable Securities requested to as shall be included set forth in a such Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effectiveRequest. No registration effected under this Section 2.2, and no failure 7.2 shall relieve the Issuer of its obligations to effect a registration Demand Registration required under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1)7.1.