Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third second (3rd2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five ten (510) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within three five (35) business days following after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale an Underwritten Offering of its shares of Common Stock (for its own account or for the account of any other Persons who have or have been granted registration rights, other than the Holders (a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), thenit will give written notice of such Piggyback Underwritten Offering to each Holder, for a period commencing on which notice shall include the Initial Exercise Date and terminating on the third (3rd) anniversary anticipated filing date of the Initial Exercise DateUnderwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). If such notice is delivered to pursuant to this Section 2.4(a), each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders and (i) in the case of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three Piggyback Underwritten Offering (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermorehave been granted registration rights, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementapplicable.

Piggyback Registration Rights. To the extent If at any time the Company does not maintain an effective registration statement for shall determine to prepare and file with the Warrant Shares and in the further event that the Company files Commission a registration statement with (a “Registration Statement”) relating to an offering for its own account or the account of others under the Securities and Exchange Commission covering the sale Act of any of its shares of Common Stock (equity securities, other than a registration statement on Form S-4 or S-8, Form S-8 (each as promulgated under the Securities Act) or on another form, their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Dateconnection with stock option or other employee benefit plans, the Company shall send to each holder of the Notes and Warrants written notice of such determination and, if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such holder shall so request in writing (which request shall specify the Warrant Shares intended to be disposed of by the Purchasers, if any), the Company will cause the registration under the Securities Act of all the Warrant Shares which the Company has been so requested to register by the holder, to the extent required to permit the disposition of the Warrant Shares so to be registered; provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such proposed filing determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Warrant Shares in connection with such registration (but not from its obligation to pay fees and expenses in accordance with Section 8.1 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares being registered pursuant to this Section 7.1 for the same period as the delay in registering such other securities. The Company shall include in such Registration Statement all or any part of such Warrant Shares such holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 7.1 that are eligible for resale without limitations concerning the availability of current public information pursuant to Rule 144 of the Securities Act. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name inclusion of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice Registration Statement, then if the opportunity to register Company after consultation with the sale managing underwriter should reasonably determine that the inclusion of the Warrant Shares would materially adversely affect the offering contemplated in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Warrant Shares of the holders, then (x) the number of Warrant Shares as such of the holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and Registration Statement shall use its best efforts to cause be reduced pro-rata among such holders (based upon the managing underwriter or underwriters number of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Warrant Shares, or (y) none of the Warrant Shares of the Holders shall be included in such Registration Statement, if the Company and to permit after consultation with the sale or other disposition underwriter(s) recommends the inclusion of none of such Warrant Shares in accordance with Shares; provided, however, that if securities are being offered for the intended method(s) account of distribution thereof. All holders other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Warrant Shares proposing intended to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested be offered by the Company to be included in holders than the registration statement timely fraction of similar reductions imposed on such other persons or entities (other than the Company may elect to exclude such holder from the registration statementCompany).

Piggyback Registration Rights. To At any time following the extent Closing Date, whenever HOLDING proposes to register any HOLDING Stock for its own or others' account under the Company does not maintain an effective 1933 Act for a public offering, other than (i) any shelf registration statement of shares to be used as consideration for acquisitions of additional businesses by HOLDING, (ii) registrations relating to employee benefit plans and (iii) registrations constituting secondary offerings of shares issued in connection with any acquisitions of businesses or assets, HOLDING shall give each of the Warrant Shares and in STOCKHOLDERS written notice of its intent to do so at least 15 days prior to the further event that the Company files date of filing of a registration statement with the Securities and Exchange Commission covering with respect to such registration. Upon the sale written request of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary any of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business STOCKHOLDERS or its Permitted Transferees given within 15 days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following after receipt of such notice (a “Piggyback Registration”). The Company notice, HOLDING shall cause such Warrant Shares to be included in such registration all of the HOLDING Stock issued to the STOCKHOLDERS pursuant to this Agreement or transferred to such Permitted Transferees which any such STOCKHOLDER or Permitted Transferee requests be included in such registration, provided that HOLDING shall have the right to reduce the number of shares to be included by the STOCKHOLDER in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to HOLDING or its independent auditors, jeopardize the status of the transactions contemplated hereby and shall use its best efforts to cause by the Registration Statement as a tax-free organization. In addition, if the proposed offering is a firm commitment underwritten offering and HOLDING is advised in writing in good faith by any managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested securities being offered that the number of shares to be included in such registration is greater than the number of such shares which can be offered without adversely affecting the offering, HOLDING may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares held by each such person) to a Piggyback Registration on number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by HOLDING after the same terms IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than HOLDING, the STOCKHOLDERS and conditions as any similar securities the stockholders of the Company Other Founding Companies (collectively, the STOCKHOLDERS and the stockholders of the other Founding Companies being referred to permit herein as the sale or other disposition "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing on a pro rata basis the number of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing shares to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested be sold by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementFounding Stockholders.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third fourth (3rd4th) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five ten (510) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within three five (35) business days following after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Effective Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five twenty (520) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within three ten (310) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To In the extent event the Board elects to convert the Company does not maintain to a C-Corporation and register any of its securities under the Securities Act pursuant to an effective underwritten initial public offering of the Company’s securities by the Company and/or its stockholders, the Company will give written notice (the “Registration Notice”) to Participant of its intention to effect such a registration at least ten days prior to the anticipated filing of the registration statement for relating to the Warrant Shares and in registration (which notice will specify the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale intended method of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary distribution of the Initial Exercise Dateregistered shares). Upon the written request of Participant made within ten days after the receipt of the Company’s notice, which request shall specify the number of shares converted from Class C Units of Participant intended to be disposed (the “Requested Shares”), the Company shall give written notice use its commercially reasonable efforts to effect the registration under the Securities Act of such proposed filing all Requested Shares according to its intended method of disposition thereof. Notwithstanding the holders foregoing, if the lead underwriter(s) advise the Board in writing that marketing factors require a limitation of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datenumber of shares to be underwritten, which notice then the Board shall describe so advise Participant, and the amount and type number of securities to shares that may be included in such offering, the intended method(sunderwriting shall be allocated among Participant and all other holders who have validly exercised piggyback registration rights in connection with such registration in proportion (as nearly as practicable) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration shares owned and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included registered by each such holder, including Participant. In connection with such registration, Participant shall provide customary representations, warranties, indemnities, covenants, conditions and other agreements relating to such registration to the underwriters; provided, however, that Participant shall not be required to indemnify any underwriter in a Piggyback Registration on the same terms and conditions as any similar securities an amount in excess of the Company and total price at which Participant’s registered shares were offered to permit the sale or other disposition of such Warrant Shares public in accordance connection with the intended method(s) registration (net of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement discounts and commissions paid by Participant in customary form connection with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementregistration).

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8If, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on at any time after the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Issue Date, the Company shall give determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to each Holder a written notice of such proposed filing to determination and if, within 15 calendar days after the holders date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities Conversion Shares that such Holder requests to be included registered; provided, however, that the Company shall not be required to register any Warrant Shares or Conversion Shares pursuant to this Section 5 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in such the event that the offering is a firm-commitment underwritten offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders Company may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit exclude the Warrant Shares and/or Conversion Shares if so requested in writing by the lead underwriter of such offering. If less than all of the Warrant Shares and/or Conversion Shares are required to be included excluded, then such cutbacks shall be allocated pro-rata among the Holders requesting to be included, and as to each such Holder, among the Warrant Shares and Conversion Shares as elected by such Holder. In the case of inclusion in a Piggyback Registration firm-commitment underwritten offering, the Holders must sell their Warrant Shares and Conversion Shares on the same terms and conditions as any similar securities set by the underwriters for shares of Common Stock to be sold for the account of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.Company

Piggyback Registration Rights. To 2.1 If the extent Investor exercises any portion of the Company does not maintain an effective registration statement for Warrant, and thereafter the Warrant Shares and in the further event that the Company files Corporation proposes to file a registration statement with under the Securities and Exchange Commission covering the sale Act with respect to an offering for its own account of any class of its shares of Common Stock equity securities (other than a registration statement on Form S-4 S-8 (or S-8any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or on another form, any successor provision) under the Securities Act applies or in another context, in which such “piggyback” registration would be inappropriatean offering of securities solely to the Corporation's existing shareholders), then, for a period commencing on then the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company Corporation shall in each case give written notice of such proposed filing to the holders of Warrant Shares Holder as soon as practicable (but in no event less later than five (520 business days) business days before the anticipated filing date, which and such notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice each Holder the opportunity to register the sale of such number of Warrant Shares shares of Restricted Stock as such holders Holder may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”)request. The Company shall cause such Warrant Shares Each Holder desiring to be have Restricted Stock included in such registration and statement shall so advise the Corporation in writing within 10 business days after the date on which the Corporation's notice is so given, setting forth the number of shares of Restricted Stock for which registration is requested. If the Corporation's offering is to be an underwritten offering, the Corporation shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Holders of the Restricted Stock requested to be included in a Piggyback Registration the registration for such offering to include such Restricted Stock in such offering on the same terms and conditions as any similar securities of the Company Corporation included therein. The right of each Holder to registration pursuant to this Section 4 in connection with an underwritten offering by the Corporation shall, unless the Corporation otherwise assents, be conditioned upon such Holder's participation as a seller in such underwritten offering and to permit the sale or other disposition its execution of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Corporation. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Corporation that either because of (a) the kind of securities that the Corporation, the Holders and any other persons or entities intend to include in such offering or (b) the size of the offering that the Corporation, the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares of Restricted Stock to be registered and offered for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably 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 Company extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters (provided that if securities are being registered and offered for the account of other persons or entities in addition to the Corporation, such reduction shall not be proportionally greater than any similar reductions imposed on such other persons or entities) and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriters opinion, (x) the Restricted Stock to be included in such registration and offering shall be reduced as described in clause (i) above or (y) if such actions would, in the 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 offering. Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the consent of the Corporation, be transferred in a public distribution prior to the earlier of ninety (90) days (or such other shorter period of time as the managing underwriter may require) after the effective date of the registration statement timely or ninety (90) days after the Company may elect to exclude date the Holders of such holder from the registration statementRestricted Stock are notified of such exclusion.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.5(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale an Underwritten Offering of its shares of Common Stock for its own account or for the account of any other Persons who have or have been granted registration rights (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), thenit will give written notice of such Piggyback Underwritten Offering to the Holder, for a period commencing on which notice shall be held in strict confidence by the Initial Exercise Date Holder and terminating on shall include the third (3rd) anniversary anticipated filing date of the Initial Exercise DateUnderwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holder’s rights under this Section 2.5(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.5(a) would adversely affect the offering, no such notice shall be required (and the Holder shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). If such notice is delivered pursuant to this Section 2.5(a), the Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holder received notice pursuant to this Section 2.5(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities). If no request for inclusion from the Holder is received within such period, the Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.5(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Holder; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.5(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Holder (which the Holder will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three Piggyback Underwritten Offering (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermorehave been granted registration rights, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementapplicable.

Piggyback Registration Rights. To the extent If at any time the Company does not maintain an effective registration statement for shall determine to file with the Warrant Shares and in the further event that the Company files SEC a registration statement relating to an offering for its own account or the account of others under the Security Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of an entity or business or equity securities issuable in connection with stock option or other bona fide, employee benefit plans), the Company shall send each Purchaser who is entitled to registration rights under this Section 5, written notice of such determination and, if within fifteen days after the effective date of such notice, such Purchasers shall so request in writing, the Company shall include in such registration statement all or any part of the Securities and Exchange Commission covering such Purchaser requests to be registered, except that if, in connection with any underwritten public offering for the sale account of its the Company the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock (other than a which may be included in the registration statement on Form S-4 or S-8, or on another form, or in another contextbecause, in which such “piggyback” registration would be inappropriate)underwriter(s) judgment marketing or other factors dictate such limitation is necessary to facilitate public distribution, then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, then the Company shall give written notice be obligated to include in such registration statement only such limited portion of the Securities with respect to which such proposed filing Purchaser has requested inclusion hereunder as the underwriter shall permit. An exclusion of Securities shall be made pro rata among the Purchasers seeking to include Securities in proportion to the number of Securities sought to be included by such Purchaser; provided however, that the Company shall not exclude any Securities unless the Company has first excluded all outstanding securities, the holders of Warrant Shares as soon as practicable but which are not entitled to inclusion of such securities in no event less such registration statement or are not entitled to pro rata inclusion with the Securities; provided, further, however, that, after giving affect to the immediately preceding proviso, any exclusion of the Securities shall be made pro rata with holders of other securities having the right to include such securities in the registration statement other than five (5) business days before the anticipated filing date, which notice shall describe the amount and type holders of securities entitled to be included inclusion of their securities in such registration statement by reason of demand registration rights. If an offering in connection with a Purchaser is entitled to registration under this Section 5 is an underwritten offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be then each Purchaser whose Securities are included in such registration statement shall, unless otherwise agreed by the Company, offer and shall use its best efforts to cause sell such Securities in an underwritten offering using the managing same underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration under writers on the same terms and conditions as any similar securities that other shares of the Company and to permit the sale or other disposition of common stock included in such Warrant Shares in accordance underwritten offering. Any costs associated with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters this piggy back registration shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested be paid by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementCompany.

Piggyback Registration Rights. To the extent (i) If the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that proposes to register any of its warrants, Common Stock or any other shares of common stock of the Company files a registration statement with under the Securities and Exchange Commission covering the sale of its shares of Common Stock Act (other than a registration statement (A) on Form S-8 or S-4 or S-8any successor or similar forms, (B) relating to Common Stock or on another form, any other shares of common stock of the Company issuable upon exercise of employee share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another context, in Person or any transaction with respect to which such “piggyback” registration would be inappropriateRule 145 (or any successor provision) under the Securities Act applies), thenwhether or not for sale for its own account, for it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to each Investor, which notice shall set forth such Investor's rights under this Section 2(D) and shall offer such Investor the opportunity to include in such registration statement such number of Registrable Securities as such Investor may request. Upon the written request of any Investor made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investor), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by each Investor, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, however, that (A) if such registration involves a period commencing Public Offering, each Investor must sell its Registrable Securities to any underwriters selected by the Company with the consent of such Investor on the Initial Exercise Date same terms and terminating on conditions as apply to the third Company and (3rdB) anniversary if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2 and prior to the effective date of the Initial Exercise Dateregistration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to each Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such proposed filing to registration. The Company's obligations under this Section 2(D) shall terminate on the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before date that the anticipated filing date, which notice shall describe the amount and type of securities registration statement to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares filed in accordance with the intended method(sSection 2(A) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested is declared effective by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementCommission.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.04(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale an Underwritten Offering of its shares of Common Stock for its own account or for the account of any other Persons who have or have been granted registration rights (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), thenit will give written notice of such Piggyback Underwritten Offering to each Holder that, for a period commencing together with such Holder’s Affiliates, holds at least the $5,000,000 of Registrable Securities calculated based on the Initial Exercise Date Registrable Securities Amount, which notice shall be held in strict confidence by such Holders and terminating on shall include the third (3rd) anniversary anticipated filing date of the Initial Exercise DateUnderwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.04(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.04(a) would adversely affect the offering, no such notice shall be required (and such Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). Each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.04(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and include such other information as is requested pursuant to clause (i) of Section 2.05(c)) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.04(c), the Company shall use commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.04(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders (which such Holders will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three Piggyback Underwritten Offering (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermorehave been granted registration rights, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementapplicable.

Piggyback Registration Rights. To the extent the The Company does not maintain an effective registration statement for the Warrant Shares covenants and in the further event that the Company files a registration statement agrees with the Securities Stockholders and Exchange Commission covering any other holders of the sale Registrable securities that if, at anytime within the period commencing from the date hereof, and ending five (5) years thereafter, it proposes to file a Registration Statement, Amendment or Offering Statement, as the case may be (collectively, a "Registration Statement") with respect to any class of its shares of Common Stock security (other than pursuant to a registration statement Registration Statement on Form Forms S-4 or S-8, S-8 or any successor form) under the Act in a primary registration on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary behalf of the Initial Exercise DateCompany and for in a secondary registration on behalf of holders of securities, and the Registration Statement to be used may be used for registration of the Registrable Securities, the Company shall will give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five the Registrable Securities at least thirty (530) business days before prior to the anticipated filing dateof such Registration Statement at the addresses appearing on the records of the Company of its intention to file a Registration Statement, which notice shall describe the amount and type of securities will offer to be included include in such Registration Statement, all or any portion of the Shares, and limited, in the case of a Regulation A offering, the intended method(samount of the available exemption. The offer to include the Shares is limited by subparagraphs (a) and (b) of distributionthis Section 2. In any event, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such maximum number of Warrant Shares as such holders may request in writing Registrable Securities which shall be registered shall not exceed that number for which the Company has received written requests for inclusion therein within three fifteen (315) business days following receipt after the giving of such notice (a “Piggyback Registration”). by the Company The Company shall cause such Warrant Shares to be included in such registration and shall will use its best efforts efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback become effective such Registration on the same terms and conditions Statement as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereofpromptly as practicable. All holders of Warrant Shares proposing registrations requested pursuant to distribute their securities through a this Section 2 are referred to herein as "Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with Registrations." All Piggyback Registrations pursuant to this Section 2 will be made solely at the underwriter or underwriters selected Company's expense, except for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to Stockholders' co~el fees and sales commissions incurred if the Registrable Securities be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementsold.

Piggyback Registration Rights. To If, at any time after the extent the Company does not maintain an effective registration statement for the Warrant Shares Issue Date and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing expiring on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Expiration Date, the Company proposes to register any of its securities under the Act either for its own account or for the account of others, in connection with the public offering of such equity securities solely for cash, on a registration form that would also permit the registration of the common stock issuable upon exercise of this Warrant (“Warrant Shares”), the Company shall promptly give the Holder written notice of such proposed filing proposal. Within thirty (30) days after the notice is given, the Holder shall give notice as to the holders number of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall 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 underwritersShares, if any, of which have vested and which the offering, and offer to Holder requests be registered simultaneously with such registration by the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”)Company. The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of include such Warrant Shares in such registration statement (or in a separate registration statement concurrently filed) which the Holder requests to be so included and to cause such registration statement to become effective with respect to such shares in accordance with the intended method(sregistration procedures set forth in Section 8 hereof. If at any time after giving written notice of its intention to register equity securities and before the effectiveness of the registration statement filed in connection with such registration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company may, at its election, by delivery of written notice to the Holder, (i) in the case of distribution thereofa determination not to effect registration, relieve itself of a reasonably necessary portion of its obligation to register the Warrant Shares under this Section 7 in connection with such registration, or (ii) in the case of a determination to delay registration, delay the registration of the Warrant Shares under this Section 7 for the same period as the delay in the registration of such other equity securities. All holders Each Holder of Warrant Shares proposing requesting inclusion in a registration pursuant to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters this Section 7 may, at any time before the effective date of the registration statement relating to such registration, revoke such request by delivering written notice of such revocation to the Company (which notice shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested be effective only upon receipt by the Company to be included Company); provided, however, that if the Company, in consultation with its financial and legal advisors, determines that such revocation would require a recirculation of the prospectus contained in the registration statement timely or the Company may elect statement, then such Holder of Warrant Shares shall have no right to exclude such holder from the registration statementrevoke its request.

Piggyback Registration Rights. To In addition to the extent Company’s agreement pursuant to Section 2(a) above, if the Company does not maintain shall, at any time during the Effectiveness Period or as contemplated pursuant to Section 2(c) and ending when all Registrable Securities have been sold by Holders, determine (i) to register for sale any of its Common Stock in an effective registration statement for the Warrant Shares and in the further event that the Company files underwritten offering, or (ii) to file a registration statement with the Securities and Exchange Commission covering the sale resale of any shares of the Common Stock held by any of its shares of Common Stock shareholders (other than a the registration statement on Form S-4 or S-8, or on another form, or contemplated in another context, in which such “piggyback” registration would be inappropriateSection 2(a) above), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give provide written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing dateHolders, which notice shall describe the amount and type of securities to be included in such offering, the intended method(sprovided no less than fifteen (15) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer calendar days prior to the holders of Warrant Shares in such notice the opportunity to register the sale filing of such number of Warrant Shares as such holders may request in writing within three applicable registration statement (3) business days following receipt of such notice (a the “Piggyback RegistrationCompany Notice”). The Company shall cause such Warrant Shares In that event, the right of any Holder to be included include the Registrable Securities in such a registration shall be conditioned upon such Holder’s written request to participate which shall be delivered to the Company within ten (10) calendar days after the Company Notice, as well as such Holder’s participation in such underwriting (if applicable, for purposes of this paragraph) and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to sell any of their Registrable Securities through such underwriting shall use its best efforts to cause (together with the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms Company and conditions as any similar securities other stockholders of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute selling their securities through a Piggyback Registration that involves an underwriter or underwriters shall such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registrationunderwriting. FurthermoreNotwithstanding anything herein to the contrary, each holder must provide if the underwriter determines that marketing factors require a limitation on the number of shares of Common Stock or the amount of other securities to be underwritten, the underwriter may exclude some or all Registrable Securities from such information as reasonably requested by registration and underwriting. The Company shall so advise all Holders (except those Holders who failed to timely elect to include their Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration statement timely or and underwriting, if any. The number of Registrable Securities to be included in such registration and underwriting shall be allocated first to the Company Company, then to all other selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to exclude withdraw such holder from Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the underwriter. A Holder with Registrable Securities included in any registration shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required in order to comply with any applicable law or regulation in connection with the registration statementof such Holder’s Registrable Securities or any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this Agreement. The Company shall have the right to terminate or withdraw any registration initiated by it before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(d) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) or that are the subject of a then-effective Registration Statement. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion.

Piggyback Registration Rights. To the extent If at any time the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement shall determine to file with the Securities and Exchange Commission covering a Registration Statement relating to an offering for its own account or the sale account of others of any its shares of Common Stock (other than a registration statement on Form S-4 or S-8Form S-8 or their then-equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans and other than the Company’s Registration Statements on Form S-1 currently on file with the Securities and Exchange Commission), or on another formthe Company shall send to the Registered Holder written notice of such determination and, or unless objected to in another contextwriting by the Registered Holder by written notice delivered to the Company within five (5) days after the date of such notice from the Company, the Company shall include in such Registration Statement all of the Warrant Shares held by the Registered Holder, except that if, in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Warrant Shares held by such Registered Holder as the underwriter(s) shall permit; provided that, notwithstanding the foregoing, the Company shall include the Registered Holder’s Warrant Shares in such Registration Statement only the Registered Holder furnishes to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders within five (5) days after the Registered Holder’s receipt of such questionnaire from the Company. Any exclusion of Warrant Shares shall be made pro rata among the Registered Holder and other securityholders of the Company with “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary rights seeking to include shares of the Initial Exercise Date, the Company shall give written notice of such proposed filing Common Stock in proportion to the holders number of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type shares of securities Common Stock sought to be included by the Registered Holder and such other securityholders, as applicable. If an offering in such offering, connection with which the intended method(s) of distribution, Registered Holder is entitled to registration under this Section 8 is an underwritten offering and the name of Registered Holder’s Warrant Shares are included in the proposed managing underwriter or underwritersRegistration Statement, if anythen the Registered Holder shall, of unless otherwise agreed by the offeringCompany in writing, offer and offer to the holders of sell such Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed an underwritten offering to permit using the Warrant Shares requested to be included in a Piggyback Registration same underwriter(s) and on the same terms and conditions as any similar securities other shares of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be Common Stock included in the registration statement timely or the Company may elect to exclude such holder from the registration statementunderwritten offering.

Piggyback Registration Rights. To If at any time after the extent date hereof, the Company does not maintain an effective registration statement for shall determine to prepare and file with the Warrant Shares and in the further event that the Company files Commission a registration statement (“Registration Statement”) relating to an offering for its own account or the account of others of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send a written notice of such determination to Optionee and, if within ten calendar days after the date of delivery of such notice, Option shall so request in writing, the Company shall include in such registration statement all or any part of the shares of the Company’s common stock underlying the Option (“Underlying Shares”) as the Optionee requests to be registered so long as such Underlying Shares are proposed to be disposed in the same manner as those securities set forth in the registration statement; provided, however, if the offering is an underwritten offering and was initiated by the Company or at the request of a shareholder, and if the managing underwriters advise the Company that the inclusion of Underlying Shares requested to be included in the Registration Statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an “Adverse Effect”), then the Company shall be required to include in such Registration Statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (a) first, the securities of the Company and (b) second, the shares, including the Underlying Shares, of all shareholders, on a pro rata basis, requesting registration and whose shares the Company is obligated by contract to include in the Registration Statement; provided, further, however, to the extent that all of the Underlying Shares are not included in the initial Registration Statement, the Optionee shall have the right to request the inclusion of its Underlying Shares in subsequent Registration Statements until all such Shares have been registered in accordance with the Securities terms hereof and Exchange Commission covering all such Underlying Shares have been registered in accordance with the sale of terms thereof. If the offering in which the Underlying Shares is being included in a Registration Statement is a firm commitment underwritten offering, unless otherwise agreed by the Company, the Optionee shall sell its Underlying Shares in such offering using the same underwriters and, subject to the provisions hereof, on the same terms and conditions as the other shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be that are included in such underwritten offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested any Registration Statement to be included in a Piggyback Registration on declared effective by the same terms and conditions Commission as any similar securities of promptly as is possible following it being filed with the Company Commission and to permit the sale or other disposition of such Warrant remain effective until all Underlying Shares in accordance with the intended method(s) of distribution thereofsubject thereto have been sold. All holders fees and expenses incident to the performance of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form compliance with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested this Section 7 by the Company shall be borne by the Company whether or not any Underlying Shares are sold pursuant to the Registration Statement. The Company shall indemnify and hold harmless the Optionee to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the “Losses”), as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included therein or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be included stated therein or necessary to make the statements therein (in the registration statement timely case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (ii) any violation or alleged violation by the Company of the Securities Act of 1933, as amended (“Securities Act”), the Securities Exchange Act of 1934 or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 7, except to the extent, but only to the extent, that such untrue statements or omissions referred to in (i) above are based solely upon information regarding the Optionee furnished in writing to the Company by the Optionee expressly for use therein, or to the extent that such information relates to the Optionee or the Company may elect Optionee’s proposed method of distribution of Underlying Shares and was reviewed and expressly approved in writing by the Optionee expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto. The rights of the Optionee under this Section 7 shall survive for so long as this Option is exercisable until all Underlying Shares have been either registered under a Registration Statement or been sold pursuant to exclude such holder from an exemption to the registration statementrequirements of the Securities Act.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares shares of Common Stock underlying the warrants comprised in the Units and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third fourth (3rd4th) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares Securities as soon as practicable but in no event less than five ten (510) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares Securities in such notice the opportunity to register the sale of such number of Warrant Shares shares of shares of Common Stock underlying the warrants comprised in the Units as such holders may request in writing within three five (35) business days following after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares shares of Common Stock underlying the warrants comprised in the Units to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares shares of Common Stock underlying the warrants comprised in the Units requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares shares of Common Stock underlying the warrants comprised in the Units in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares shares of Common Stock underlying the warrants comprised in the Units proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To the extent If (a) the Company does not maintain issues, in one or more issuances, an effective registration statement for the Warrant Shares aggregate of $25 million or more in principal amount of New Notes and in the further event that the Company files (b) thereafter, proposes to file a registration statement with respect to the Securities and Exchange Commission covering the offer, sale or resale of its shares at least $50 million in principal amount of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary debt securities of the Initial Exercise DateCompany, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe New Notes will have 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts right to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company New Notes to be included in the registration statement timely (a "Piggyback Registration"), subject to the terms, conditions and other provisions outlined in this term sheet and the definitive Registration Rights Agreement. Any New Notes sold pursuant to any related registration statement are referred to in this term sheet as "Registered Notes". The Company will be required to enter into only one registration rights agreement with respect to the registration of the offer, sale or resale of New Notes, notwithstanding the number of holders of such New Notes. The terms and other provisions of any Registration Rights Agreement outlined in this term sheet will be subject to the approval of the majority in principal amount of holders of New Notes outstanding at such time but will, in no event, be more adverse to the Company than those reflected in this term sheet. Notice & Other Conditions. The Company will give prompt written notice to all holders of New Notes of the intended registration. Each holder of New Notes will have 30 days from the date of the notice referred to above to elect to have all, but not less than all, of such holder's New Notes included in such registration statement, subject to the provisions described below, and, as a condition of the exercise of such holder's piggyback registration rights, will be required to provide such Company customary information as the Company may elect reasonably request about themselves and to exclude such holder from update that information, as applicable, during the registration statementprocess and any periods of applicable offer and sale. The Company will not be required to include any New Notes in the Piggyback Registration unless the holders of at least $25 million aggregate principal amount of New Notes give the Company notice that they wish to have their New Notes included in the Piggyback Registration; provided, the holders of the New Notes shall be entitled to participate in a further Piggyback Registration if holders of at least $25 million outstanding New Notes give notice that they wish to participate. Delayed or Abandoned Offering & Registration. Notwithstanding the foregoing, if, at any time after giving a notice of registration 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 or to delay registration of such debt securities, the Company may, at its election, give prompt written notice of such determination to each applicable holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any New Notes in connection with such registration, but not in connection with any future registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering New Notes for the same period as the delay in registering such other securities.

Piggyback Registration Rights. To The Company covenants and agrees that if, at any time prior to the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files Registration Rights Expiration Date (defined below), it proposes to file a registration statement with respect to any class of equity or equity-related securities (other than in connection with an offering to the Company’s employees or in connection with an acquisition, merger or similar transaction) under the Securities Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities, and the registration form to be used may be used for the issuance or resale of the Shares, the Company will either include the Shares in such registration statement or give prompt written notice to Subscriber of its intention to file such registration statement and will offer to include in such registration statement, such number of Shares with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the giving of notice by the Company (the “Piggyback Registration Rights”). The Subscriber shall also provide the Company customary and reasonable representations and confirmations regarding the Shares held by the Subscriber, information relating to the beneficial ownership of other securities of the Company held by such Subscriber, information regarding the persons with voting and dispositive control over the Subscriber and such other information as the Company or its legal counsel may reasonably request. The Subscriber acknowledges and understands that the Company shall not be required to include Shares in a registration statement relating solely to an offering by the Company of securities for its own account if the managing underwriter or placement agent shall have advised the Company in writing that the inclusion of such securities will have a material adverse effect upon the ability of the Company to sell securities for its own account, and provided further that the Subscriber is not treated less favorably than others seeking to have their securities included in such registration statement. Notwithstanding the obligations set forth above, if any Securities and Exchange Commission covering guidance sets forth a limitation on the sale number of its shares of Common Stock (other than securities permitted to be registered on a particular registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for as a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such secondary offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be registered on such registration statement will be reduced pro rata between the Subscriber (or other parties) whose securities are included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback statement. The “Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. FurthermoreRights Expiration Date” is January 1, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement2018.

Piggyback Registration Rights. To (a) So long as the extent Holders hold Registrable Securities, if the Company does not maintain an effective registration statement for proposes or is required to file with the Warrant Shares and in the further event that the Company files SEC a registration statement with (the "Piggyback Registration Statement") under the Securities and Exchange Commission covering the sale of its shares Act in connection with an Underwritten Offering of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on form that does not permit the Initial Exercise Date and terminating on the third (3rd) anniversary inclusion therein of the Initial Exercise DateRegistrable Securities), the Company shall will each such time give prompt written notice of its intention to do so to each Holder. Upon the written request of any Holder given within 10 days after the delivery or mailing of such proposed filing notice by the Company, the Company will use reasonable best efforts to include in such Piggyback Registration Statement that number of the Registrable Securities specified by Holder in such written request (subject to the holders of Warrant Shares limitations set forth in this Section 2.2(a) and in Section 2.2(b) below) (the "Requested Shares") so as soon as practicable but in no event less than five (5) business days before to permit the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the public sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause Requested Shares; provided that if the managing underwriter or underwriters of such Underwritten Offering advise the Company that marketing factors require a proposed underwritten offering limit on the number of shares to permit be underwritten, the Warrant Company may (subject to the limitations set forth in the following sentence and based on the written recommendation of the underwriter) exclude or limit the number of Requested Shares to be sold pursuant to such Piggyback Registration Statement. In such event, the Company shall so advise each requesting Holder, and the number of Requested Shares and other shares ("Other Shares") requested to be included in a such Piggyback Registration on the same terms Statement and conditions as any similar securities underwriting by other persons or entities that are then stockholders of the Company ("Other Holders"), after providing for all shares that the Company proposes to offer and to permit sell for its own account, shall be allocated among the sale or other disposition Requesting Holders and Other Holders pro rata on the basis of such Warrant (i) the number of Requested Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested then held by the Company to be included in requesting Holders, and (ii) the registration statement timely or the Company may elect to exclude such holder from the registration statementaggregate number of Other Shares then held by Other Holders.

Piggyback Registration Rights. To the extent (a) Subject to Sections 2.04(c) and 2.12, if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale an Underwritten Offering of its shares of Company Common Stock for its own account (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall it will give written notice of such proposed filing Piggyback Underwritten Offering to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing dateeach Holder, which notice shall describe be held in strict confidence by such Holders and shall include the amount and type anticipated filing date of securities the Underwritten Offering Filing and, if known, the number of shares of Company Common Stock that are proposed to be included in such offering, the intended method(s) of distributionPiggyback Underwritten Offering, and of such Holders’ rights under this Section 2.04(a). Such notice shall be given promptly (and in any event at least five Business Days before the name filing of the proposed managing underwriter Underwritten Offering Filing or underwriters, if any, two Business Days before the filing of the offering, and offer to the holders of Warrant Shares Underwritten Offering Filing in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3connection with a bought or overnight Underwritten Offering) business days following receipt of such notice (a “Piggyback RegistrationNotice”). The ; provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company in writing that the giving of notice pursuant to this Section 2.04(a) would adversely affect the offering, no such notice shall cause be required (and such Warrant Shares Holders shall have no right to be included include Registrable Securities in such registration and bought or overnight Underwritten Offering). Each such Holder shall use its best efforts to cause then have three Business Days (or one Business Day in the managing underwriter or underwriters case of a proposed underwritten offering to permit bought or overnight Underwritten Offering) after the Warrant Shares requested to be included in a Piggyback Registration date on which the same terms and conditions as any similar securities of Holders received notice (the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.“

Piggyback Registration Rights. To (i) Subject to the extent rights of parties to the Company does not maintain an effective registration statement for the Warrant Shares and Existing Registration Rights Agreement, in the further event that the Company files a registration statement with proposes to register any of its Securities or any other equity securities under the Securities and Exchange Commission covering Act in connection with an underwritten offering solely for cash (each, a “Piggyback Takedown”), it shall at each such time give prompt written notice (the sale “Piggyback Notice”) to all Holders of Registrable Securities of its shares intention to effect such Piggyback Takedown. In the case of Common Stock a Piggyback Takedown that is an Underwritten Shelf Takedown, such notice shall be sent not less than ten (other 10) Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a Registration Statement that is not a Shelf, such notice shall be given not less than a registration statement on Form S-4 or S-8, or on another form, or in another context, in ten (10) Business Days prior to the expected date of filing of such Registration Statement. Upon the written request of any Holder made within seven (7) Business Days after receipt of the Piggyback Notice by such Holder (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition of such “piggyback” registration would be inappropriateRegistrable Securities), then, for a period commencing on subject to the Initial Exercise Date and terminating on the third (3rd) anniversary other provisions of the Initial Exercise Datethis Agreement, the Company shall give include in such Piggyback Takedown all Registrable Securities (of the same class of Securities as is proposed to be registered in the Piggyback Takedown) which the Company has been so requested to register; provided that the Company shall only be required to effect such registration with respect to any Holder if the Demand Holder has made a written notice request of such proposed filing the Company to effect a registration of Registrable Securities in accordance with this sentence. Notwithstanding the holders of Warrant Shares as soon as practicable but foregoing, in the event that the Piggyback Takedown is a “bought deal”, “registered direct offering” or “overnight transaction” where no event less than preliminary prospectus is used, the first two time periods references in this sub-paragraph shall be reduced to five (5) business days before Business Days and the anticipated filing datethird time period shall be reduced to (2) days. Notwithstanding anything to the contrary contained in this Section 1(g), which notice the Company shall describe not be required to proceed with any Piggyback Takedown incidental to the amount and type registration of any of its securities on Forms S-4 or S-8 (or any similar or successor form providing for the registration of securities to be included in such offeringconnection with mergers, the intended method(s) of distributionacquisitions, and the name of the proposed managing underwriter exchange offers, subscription offers, dividend reinvestment plans or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale stock option or other disposition executive or employee benefit or compensation plans) or any other form that would not be available for registration of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementRegistrable Securities.

Piggyback Registration Rights. To the extent If at any time the Company does not maintain an effective shall determine to register under the Securities Act any of its securities (other than on Form S-8 or Form S-4 or their then equivalents and other than shares to be issued solely (i) in connection with any acquisition of any entity or business (ii) upon the exercise of stock options, or (iii) pursuant to employee benefit plans), it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within thirty (30) days after receipt of such notice, such holder shall so request in writing, the Company shall use its commercially reasonable efforts to include in such registration statement for all or any part of the Warrant Registrable Shares and such holder requests to be registered therein; provided that, if, in connection with any offering involving an underwriting of Common Stock to be issued by the further event that Company, the Company files a registration statement with managing underwriter shall prohibit the Securities and Exchange Commission covering the sale inclusion of its shares of Common Stock (other than a by selling holders in such registration statement or shall impose a limitation on Form S-4 or S-8, or on another form, or the number of shares of such Common Stock which may be included in another contextany such registration statement because, in which its 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 (“piggyback” ”) right to include such securities in the registration would statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be inappropriate)included therein by (i) any holder thereof not having any such contractual, thenincidental registration rights, for a period commencing on and (ii) any holder thereof having contractual, incidental registration rights subordinate and junior to the Initial Exercise Date and terminating on the third (3rd) anniversary rights of the Initial Exercise Dateholders of Registrable Shares, the Company shall give written notice then be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such proposed filing to holder has requested inclusion hereunder. “Registrable Shares” means the holders shares of Warrant Shares as soon as practicable but Common Stock included in no event less than five (5) business days before the anticipated filing dateUnits and the shares of Common Stock underlying the Warrants included in the Units; provided, which notice however, that shares of Common Stock shall describe the amount and type of securities cease to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Registrable Shares in such notice the opportunity to register the upon any sale of such number of Warrant Shares as such holders may request in writing within three shares pursuant to (3i) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely filed under the Securities Act, or (ii) Rule 144 promulgated under the Company may elect to exclude such holder from the registration statementSecurities Act.

Piggyback Registration Rights. To 1.1 (a) If the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files Corporation shall propose to file a registration statement with under the Securities and Exchange Commission covering Act of 1933, as amended (the sale "Securities Act"), at any time during the 24-month period after the Effective Date, either on its own behalf or that of any of its shareholders for an offering of shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary capital stock of the Initial Exercise DateCorporation for cash or securities, the Company Corporation shall give written notice as promptly as possible of such proposed filing registration to each Shareholder and shall use reasonable efforts to include all of the holders shares of Warrant Shares the Stock owned by the Shareholders ( the "Seller" or "Registering Shareholder" and collectively the "Sellers" and "Registering Shareholders") in such registration statements as soon as practicable but such Seller shall request within 10 days after receipt of such notice from the Corporation, provided, that (A) if shares of the Stock are being offered by the Corporation in no event less than five (5) business days before an underwritten offering, any shares of the anticipated filing date, which notice shall describe the amount and type of securities Stock proposed to be included in such offering, the intended method(s) of distribution, and the name registration statement on behalf of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company Seller shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten underwriting offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities the stock being offered by the Corporation, and (B) the Seller shall be entitled to include such number of shares of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested Stock owned by the Company Seller in such registration statement, one time only during the applicable period set forth herein, so that the proportion of shares of the Stock of each Seller to be included in the such registration statement timely to the total number of shares of the Stock owned by him is equal to the proportion that the number of shares of the Stock of all Sellers to be included in such registration statement bears to the total number of shares of the Stock owned by all Sellers (except that each Seller shall have the right to not exercise such piggyback registration right set forth herein once, in which case such Seller shall have the right set forth in this Section 1.1 with respect to the next succeeding registration statement described in this Section 1.1 proposed to be filed by the Corporation during such 36-month period); and provided further, that (i) the Corporation shall not be required to include such number or amount of shares owned by the Company may elect Sellers in any such registration statement if it relates solely to exclude securities of the Corporation to be issued pursuant to a stock option or other employee benefit plan, (ii) the Corporation may, as to an offering of securities of the Corporation by the Corporation, withdraw such holder from registration statement at its sole discretion and without the consent of the Sellers and abandon such proposed offering and (iii) the Corporation shall not be required to include such number of shares of the Stock owned by the Sellers in such registration statementstatement if the Corporation is advised in writing by its underwriter or investment banking firm that it reasonably believes that the inclusion of the Sellers' shares would have an adverse effect on the offering.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third second (3rd2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five ten (510) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within three five (35) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To If (i) the extent Trimaran Group proposes to cause the Company does not maintain an effective registration statement for to effect a Qualified Public Offering pursuant to Section 5.2 hereof or (ii) at any time following the Warrant Shares and in the further event that consummation of a Qualified Public Offering the Company files proposes to effect a registration statement with Registration, whether or not for sale for its own account and (subject to the Securities and Exchange Commission covering provisions of Section 7.1 above) whether or not pursuant to the sale exercise of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary any of the Initial Exercise Datedemand registration rights referred to in Section 7.1 hereof, the Company shall will each such time, subject to the provisions of Sections 7.1 and 7.2(c), give prompt written notice to all Stockholders (and such other Persons granted such piggyback registration rights) of record of Registrable Securities of its intention to do so and of the rights under this Article VII of such proposed filing Stockholder (and such other Persons granted such piggyback registration rights), at least ten (10) days prior to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which date of the registration statement relating to such Registration; provided that Stockholders holding vested Options (including Exchange Options) may not register any Options pursuant to this Article VII but Holders may exercise “piggyback registration rights” under this Article VII with respect to any shares of Company Stock received by such Person upon the exercise of Options prior to the applicable Registration. Such notice shall describe the amount offer all such Stockholders (and type of securities to be included in such offering, the intended method(sother Persons granted such piggyback registration rights) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of include in such registration statement such number of Warrant Shares Registrable Securities as each such holders Stockholder may request. Upon the written request in writing of any such Stockholder (or such other Persons granted such piggyback registration rights) made within three ten (310) business days following after the receipt of such the Company’s notice (a “Piggyback Registration”). The Company which request shall cause such Warrant Shares specify the number of Registrable Securities intended to be included in disposed of by such registration and shall Stockholder), the Company will use its best efforts to cause effect the managing underwriter Registration under the Securities Act and the qualification under any applicable state securities or underwriters blue sky laws of a proposed underwritten offering all Registrable Securities which the Company has been so requested to register by the Stockholders thereof, to the extent required to permit the Warrant Shares disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermoreregistered; provided, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.that:

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale an Underwritten Offering of its shares of Common Stock for its own account or for the account of any other Persons who have or have been granted registration rights, other than the Holders (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to each Holder (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriateany Opt-Out Holder), then, for a period commencing on which notice shall include the Initial Exercise Date and terminating on the third (3rd) anniversary anticipated filing date of the Initial Exercise DateUnderwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five (5) Business Days before the filing of the Underwritten Offering Filing or two (2) Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). If such notice is delivered to pursuant to this Section 2.4(a), each such Holder shall then have four (4) Business Days (or one (1) Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders and (i) in the case of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three Piggyback Underwritten Offering (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermorehave been granted registration rights, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementapplicable.

Piggyback Registration Rights. To Buyer shall have the extent right, for as long as any Shares are outstanding, to include all or any portion of the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock underlying the Shares (collectively with any successor securities, the “Registrable Securities”) as part of any other registration of securities filed by the Company (other than in connection with a registration statement on transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-4 S-8 or S-8, or on another any equivalent form, or in another context, in which ). In the event of such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Dateproposed registration, the Company shall give furnish Buyer with not less than ten (10) days’ written notice prior to the proposed date of filing of such proposed filing registration statement. Such notice to Buyer shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by Buyer. The holders of Warrant Shares as soon as practicable but in no event less than the Registrable Securities shall exercise the piggy-back rights provided for herein by giving written notice, within five (5) business days before the anticipated filing date, which notice shall 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, receipt of the offeringCompany’s notice of its intention to file a registration statement. Notwithstanding the foregoing; if, and offer to solely in connection with any primary underwritten public offering for the holders account of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause Company, the managing underwriter or underwriters of thereof shall, in its reasonable discretion, impose a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration limitation on the same terms and conditions as any similar securities number of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to Registrable Securities which may be included in the registration statement timely because, in such underwriter’s judgment, marketing or other factors make such limitation necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Buyer requested inclusion hereunder as the underwriter shall reasonably permit; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities. Buyer (or its transferees) shall be entitled to three piggy-back registrations pursuant to this Section 5.13. Any holder of Registrable Securities may elect to exclude withdraw such holder from holder’s request for inclusion of Registrable Securities in any piggy-back registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the registration statement. The Company (whether in its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a registration statement subject to piggy-back registration at any time prior to the effectiveness of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such piggy-back registration as provided in this Section 5.13. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to this Section 5.13, including the reasonable and documented expenses (not to exceed $20,000) of a single legal counsel selected by the holders to represent them in connection with the sale of the Registrable Securities, but the holders shall pay any and all underwriting commissions or brokerage fees related to the Registrable Securities. The Company shall use its commercially reasonable efforts to cause any registration statement filed pursuant this Section 5.13 to remain effective for as long as any Shares are outstanding.

Piggyback Registration Rights. To The Company hereby agrees with the extent Holders that at any time after the Closing, if the Company does not maintain an effective shall determine to proceed with the actual preparation and filing of a new registration statement for under the Warrant Shares and Securities Act in the further event that the Company files a registration statement connection with the Securities proposed offer and Exchange Commission covering the sale of any of its shares securities by it or any of Common Stock its security holders (other than (a) a registration statement on Form S-4 F-4, F-8 or S-8, other limited purpose form or on another form, or in another context, in which such “piggyback” (b) any registration would be inappropriateunder Section 4.01 of this Agreement), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall will give written notice of its determination to all Holders. Upon the written request from any Holders (the “Requesting Piggyback Holders”), within 10 days after their receipt of any such proposed filing to notice from the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offeringCompany, the intended method(s) of distributionCompany will, and the name except as herein provided, cause all of the proposed managing underwriter or underwriters, if any, of Company Class A Ordinary Shares covered by such request (the offering, and offer to “Requested Piggyback Shares”) held by the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Requesting Piggyback Registration”). The Company shall cause such Warrant Shares Holders to be included in such registration and shall use its best efforts statement, all to cause the managing underwriter or underwriters of a proposed underwritten offering extent requisite to permit the Warrant sale or other disposition by the prospective seller or sellers of the Requested Piggyback Shares. If any registration pursuant to this Section 4.02 shall be underwritten in whole or in part, the Company may require that the Requested Piggyback Shares requested to be included in a Piggyback Registration the underwriting on the same terms and conditions as any similar the securities of otherwise being sold through the Company and to permit underwriters. In such event, the sale or other disposition of such Warrant Shares in accordance with Requesting Piggyback Holders shall, if requested by the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into underwriters, execute an underwriting agreement containing customary representations and warranties by selling shareholders. If in customary form with the good faith judgment of the managing underwriter or underwriters selected for of such public offering the inclusion of all of the Requested Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested Shares would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the securities offered by the Company, the number of shares of Requested Piggyback Shares otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Piggyback Holders and all other holders of registration statement timely rights with respect to the Company’s shares who have requested inclusion of their securities or excluded in their entirety if so required by the Company may elect underwriter. Registration pursuant to exclude such holder this Section 4.02 shall not be deemed to be a demand registration as described in Section 4.01 above. The Company’s obligations under this Section 4.02 shall not apply to the shares held by a Holder after the earlier of (a) five (5) years from the date of this Agreement, (b) the date that such shares held by a Holder have been sold pursuant to Rule 144 or an effective registration statement, and (c) such time as such shares held by a Holder are eligible for immediate resale pursuant to Rule 144.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third fourth (3rd4th) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five ten (510) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant shares of Shares as such holders may request in writing within three five (35) business days following after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To the extent (i) Whenever the Company does not maintain an effective registration statement for proposes to register the Warrant Shares offer and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its any shares of its Common Stock under the 1933 Act (other than a registration (i) pursuant to a registration statement on Form S-4 S-8 (or S-8, other registration solely relating to an offering or on another form, sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement in another context, existence as of the date hereof) or (ii) in which such “piggyback” registration would be inappropriateconnection with any dividend or distribution reinvestment or similar plan), then, whether for a period commencing on its own account or for the Initial Exercise Date and terminating on the third (3rd) anniversary account of one or more stockholders of the Initial Exercise DateCompany (other than Buyer pursuant to this Agreement and Sirtex Medical US Holdings, the Company shall give written notice of such proposed filing Inc., but only to the holders extent such registration is effectuated pursuant to the registration rights agreement dated as of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datedate hereof between Sirtex Medical US Holdings, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, Inc. and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3Company) business days following receipt of such notice (a “Piggyback Registration”). The , the Company shall cause give prompt written notice (in any event at least 15 days prior to the filing of a Registration Statement) to Buyer of its intention to effect such Warrant Shares a registration, and such notice shall offer Buyer the opportunity to be included in such registration and by notifying the Company in writing within 10 days. Subject to the provisions of this Section 2(e), the Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares include in such registration all Registrable Securities requested by Buyer to be included in a therein. If any Piggyback Registration on pursuant to which Buyer has registered the same terms offer and conditions as any similar securities sale of Registrable Securities is conducted using a Shelf Registration Statement (a “Piggyback Shelf Registration Statement”), Buyer shall have the Company right, but not the obligation, to be notified of and to permit the sale or other disposition of such Warrant Shares participate in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for any offering under such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementShelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third seventh (3rd7th) anniversary of the Initial Exercise Effective Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five twenty (520) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within three ten (310) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for an Underwritten Offering of shares of Class A Common Stock for its own account or for the Warrant Shares account of any other Persons who have or have been granted registration rights (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to each Holder that, together with such Holder’s Affiliates, holds at least the Minimum Number of Registrable Securities, which notice shall be held in strict confidence by such Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Class A Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.4(a) would adversely affect the offering, no such notice shall be required (and such Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). If such notice is delivered to pursuant to this Section 2.4(a), each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further event right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company files has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement rights, as applicable, shall determine for any reason not to proceed with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which to delay such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise DatePiggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders (which such Holders will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three Piggyback Underwritten Offering (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Class A Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermorehave been granted registration rights, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementapplicable.

Piggyback Registration Rights. To the extent the The Company does not maintain an effective registration statement for the Warrant Shares covenants and in the further event that the Company files a registration statement agrees with the Securities Representative and Exchange Commission covering any other or subsequent Warrant Holder(s) that if, at any time within the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) first anniversary of the Initial Exercise Effective Date and ending at the Close of Business on the day immediately preceding the seventh anniversary of the Effective Date, it proposes to register any class of security under the Act in a primary registration on behalf of the Company or in a secondary registration on behalf of holders of such securities and the registration form to be used may be used for registration of the Shares or other securities for which the Warrants become exercisable, the Company will give prompt written notice (which, in the case of a registration pursuant to the exercise of demand registration rights other than those provided in Section 12(a) of this Agreement, shall be within 10 business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 45 days prior to such filing) to each Warrant Holder (regardless of whether the Warrant Holder shall have theretofore availed himself or herself of the right provided in Section 12(a)) at the addresses appearing on the records of the Company of its intention to effect a registration. The Company will offer to include in such registration such number of Shares or other securities for which the Warrants are exercisable with respect to which the Company has received written requests for inclusion therein within 10 days after receipt of notice from the Company: provided that in the event that: (i) such registration is to be underwritten; (ii) such registration is a primary registration on behalf of the Company; and (iii) with the exception of the Shares or other securities for which the Warrants become exercisable, such registration is not a secondary registration on behalf of the holders of outstanding securities of the Company, the Company shall give written notice of such proposed filing not be required to include the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before or other securities for which the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included Warrants become exercisable in such registration and shall use its best efforts to cause the extent the managing underwriter or underwriters of a proposed underwritten underwriter(s) determines in good faith that such inclusion would materially adversely affect the offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of being made by such Warrant Shares in accordance with the intended method(s) of distribution thereofregistration. All holders of Warrant Shares proposing registrations requested pursuant to distribute their securities through this Section 12(b) are referred to herein as "Piggyback Registrations." This paragraph is not applicable to a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested registration statement filed by the Company to be included in the registration statement timely on Forms S-4 or the Company may elect to exclude such holder from the registration statementS-8 or any successor forms.

Piggyback Registration Rights. To If, at any time after the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise First Closing Date, the Company shall give determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of the Company’s Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall deliver to each Purchaser a written notice of such proposed filing to determination and if, within 15 calendar days after the holders date of Warrant delivery of such notice, the Purchaser (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities that such Purchaser requests to be included registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in such the event that the offering by the Company is a firm-commitment underwritten offering, the intended method(s) Company may exclude the Underlying Shares if so requested in writing by the lead underwriter of distribution, and the name such offering. If less than all of the proposed managing underwriter or underwritersUnderlying Shares are required to be excluded, if any, then such cutbacks shall be allocated pro-rata among the Purchasers requesting to be included. In the case of the inclusion in a firm-commitment underwritten offering, and offer to the holders of Warrant Purchasers must sell their Underlying Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities set by the underwriters for shares of Common Stock to be sold for the account of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementCompany.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.04(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale an Underwritten Offering of its shares of Company Common Stock for its own account (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall it will give written notice of such proposed filing Piggyback Underwritten Offering to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing dateeach Holder, which notice shall describe be held in strict confidence by such Holders and shall include the amount and type anticipated filing date of securities the Underwritten Offering Filing and, if known, the number of shares of Company Common Stock that are proposed to be included in such offering, the intended method(s) of distributionPiggyback Underwritten Offering, and of such Holders’ rights under this Section 2.04(a). Such notice shall be given promptly (and in any event at least five Business Days before the name filing of the proposed managing underwriter Underwritten Offering Filing or underwriters, if any, two Business Days before the filing of the offering, and offer to the holders of Warrant Shares Underwritten Offering Filing in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3connection with a bought or overnight Underwritten Offering) business days following receipt of such notice (a “Piggyback RegistrationNotice”). The ; provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company in writing that the giving of notice pursuant to this Section 2.04(a) would adversely affect the offering, no such notice shall cause be required (and such Warrant Shares Holders shall have no right to be included include Registrable Securities in such registration and bought or overnight Underwritten Offering). Each such Holder shall use its best efforts to cause then have three Business Days (or one Business Day in the managing underwriter or underwriters case of a proposed underwritten offering to permit bought or overnight Underwritten Offering) after the Warrant Shares requested to be included in a Piggyback Registration date on which the same terms and conditions as any similar securities of Holders received notice (the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.“

Piggyback Registration Rights. To The Company covenants and agrees with the extent Placement Agent and any other Holders or subsequent Holders of the Company does not maintain an effective registration statement for Registrable Securities that if, at any time within the Warrant Shares period commencing one year and in ending five years after the further event that the Company files Closing Date, it proposes to file a registration statement or Offering Statement with the Securities and Exchange Commission covering the sale respect to any class of its shares of Common Stock equity or equity-related security (other than in connection with an offering to the Company's employees or in connection with an acquisition, merger or similar transaction) under the Securities Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and the registration form or Offering Statement to be used may be used for registration of the Registrable Securities, the Company will give prompt written notice (which, in the case of a registration statement on Form S-4 or S-8notification pursuant to the exercise of demand registration rights other than those provided in Section 10(a) of this Agreement, or on another form, or in another context, in which such “piggyback” registration would shall be inappropriate), then, for a period commencing on within ten (10) business days after the Initial Exercise Date and terminating on the third (3rd) anniversary Company's receipt of the Initial Exercise Date, the Company shall give written notice of such proposed filing exercise and, in any event, shall be at least 30 days prior to such filing) to the holders Holders of Warrant Shares as soon as practicable Registrable Securities (regardless of whether some of the Holders shall have theretofore availed themselves of the right provided in Section 10(a) of this Agreement) at the addresses appearing on the records of the Company of its intention to file a registration statement or Offering Statement and will offer to include in such registration statement or Offering Statement all but in no event not less than five (5) business days before 20% of the anticipated filing dateRegistrable Securities and limited, which notice shall describe in the case of a Regulation A offering, to the amount of the available exemption, subject to paragraphs (i) and type of securities to be included in such offering, the intended method(s(ii) of distributionthis paragraph (b), and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares Registrable Securities with respect to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of which the Company and to permit has received written requests for inclusion therein within ten (10) days after the sale or other disposition giving of such Warrant Shares in accordance with notice by the intended method(s) of distribution thereofCompany. All holders of Warrant Shares proposing registrations requested pursuant to distribute their securities through this paragraph (b) are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the Company's expense. This paragraph is not applicable to a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested registration statement filed by the Company to be included in with the registration statement timely Commission on Forms S-4 or the Company may elect to exclude such holder from the registration statementS-8 or any successor forms.

Piggyback Registration Rights. To the extent (a) If the Company does not maintain at any time proposes to effect an effective underwritten primary offering for its own benefit or for the benefit of any of its stockholders other than the Holders (in each case, a “Piggyback Underwritten Offering”) and the form of registration statement for to be used permits the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise DateRegistrable Securities, the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than (i) five Business Days prior to the launch of such proposed filing to Piggyback Underwritten Offering or (ii) two Business Days in the holders case of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datean Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”), which notice shall describe the amount and type of securities to be included in offer each such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice Holder the opportunity to register include any or all of its Registrable Securities in such registration statement, subject to the sale of such number of Warrant Shares as such holders may request limitations contained in writing within three (3Section 2.6(b) business days following receipt of such notice (a “Piggyback Registration”)hereof. The Company shall cause such Warrant Shares Each Holder who desires to be have its or his Registrable Securities included in such registration and statement shall use its best efforts so advise the Company in writing (stating the number of shares desired to cause be registered) within three Business Days of the managing underwriter launch of such Piggyback Underwritten Offering (or underwriters one Business Day in the case of a proposed underwritten offering an Overnight Underwritten Offering, Same-Day Offering or similar “bought deal”) after the date of such notice from the Company. Any Holder shall have the right to permit withdraw such Xxxxxx’s request for inclusion of such Xxxxxx’s Registrable Securities in any registration statement pursuant to this Section 2.6(a) by giving written notice to the Warrant Shares Company of such withdrawal at any time prior to the execution of an underwriting agreement with respect of such Piggyback Underwritten Offering. Subject to Section 2.6(b) below, the Company shall include in such registration statement all such Registrable Securities so requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration therein; provided, however, that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude at any time withdraw or cease proceeding with any such holder from registration if it shall at the same time withdraw or cease proceeding with the registration statementof all other equity securities originally proposed to be registered. For the avoidance of doubt, any registration or offering pursuant to this Section 2.6 shall not be considered an Underwritten Shelf Takedown for purposes of Section 2.1 of this Agreement.

Piggyback Registration Rights. To If, at any time after the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Original Issue Date, the Company shall give determine to prepare and file with the Commission a registration statement relating to an offering for its account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, the Company shall send to each Holder a written notice of such proposed filing to determination and if, within 15 calendar days after the holders date of such notice, the Holder (or any permitted successor or assign) shall so request in writing, the Company shall include in such registration statement all or any part of the Conversion Shares and Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities that such Holder requests to be included registered; provided, however, that the Company shall not be required to register any Conversion Shares or Warrant Shares pursuant to this Section 11 that are eligible for resale pursuant to Rule 144 under the Securities Act. Further, in such the event that the offering is a firm-commitment underwritten offering, the intended method(s) Company may exclude the Conversion Shares and /or Warrant Shares if so requested in writing by the lead underwriter of distributionsuch offering. If less than all of the Conversion Shares and/or Warrant Shares are required to be excluded, then such cutbacks shall be allocated pro-rata among the Holders requesting to be included, and as to each such Holder, among the name Conversion Shares and Warrant shares as elected by such Hxxxxx. In the case of the proposed managing underwriter or underwriters, if any, of the inclusion in a firm-commitment underwritten offering, and offer to the holders of Holders must sell their Conversion Shares and/or Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities set by the underwriters for shares of Common Stock to be sold for the account of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereofCompany. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.********************* (Signature Page Follows)

Piggyback Registration Rights. To The Company covenants and agrees that if, at any time prior to the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files Registration Rights Expiration Date (defined below), it proposes to file a registration statement with respect to any class of equity or equity-related securities (other than in connection with an offering to the Company’s employees or in connection with an acquisition, merger or similar transaction, i.e., a Form S-4 or Form S-8) under the Securities Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities, and Exchange Commission covering the sale registration form to be used may be used for the issuance or resale of its the Shares and the shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary issuable upon exercise of the Initial Exercise DateWarrants (the “Warrant Shares”), the Company shall will either include such Shares and Warrant Shares (collectively, the “Registrable Securities”) in such registration statement or give prompt written notice to Subscriber of its intention to file such proposed filing registration statement and will offer to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included include in such offeringregistration statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing with respect to which the Company has received written requests for inclusion therein within three twenty (320) business days following receipt after the giving of such notice by the Company (a the “Piggyback RegistrationRegistration Rights”). The Subscriber shall also provide the Company customary and reasonable representations and confirmations regarding the Registrable Securities held by the Subscriber, information relating to the beneficial ownership of other securities of the Company held by such Subscriber, information regarding the persons with voting and dispositive control over the Subscriber and such other information as the Company or its legal counsel may reasonably request, as a condition to including such Registrable Securities in the Registration Statement. The Subscriber acknowledges and understands that the Company shall cause not be required to include Registrable Securities in a registration statement relating solely to an offering by the Company of securities for its own account if the managing underwriter or placement agent shall have advised the Company in writing that the inclusion of such Warrant Shares securities will have a material adverse effect upon the ability of the Company to be sell securities for its own account, and provided further that the Subscriber is not treated less favorably than others seeking to have their securities included in such registration and shall use its best efforts to cause statement. Notwithstanding the managing underwriter or underwriters obligations set forth above, if any SEC guidance sets forth a limitation on the number of a proposed underwritten offering to permit the Warrant Shares requested securities permitted to be registered on a particular registration statement as a secondary offering, the number of Registrable Securities to be registered on such registration statement will be reduced pro rata between the Subscriber (or other parties) whose securities are included in a Piggyback such registration statement. The “Registration on Rights Expiration Date” is the same terms and conditions as any similar securities earlier of (a) one year from the Company and to permit date that the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested Subscription Agreement is accepted by the Company Company; and (b) the date that the Subscriber is eligible to be included in sell the registration statement timely or the Company may elect to exclude such holder from the registration statement.Registrable Securities under Rule 144. Subscription Agreement Golden Matrix Group, Inc.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares Lexon covenants and in the further event agrees that the Company if it files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a an underwritten registration statement on SEC Form S-4 S-1B or S-8Form S-l or its equivalent which includes the offer of shares owned by shareholders of Lexon, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall Lexon will use its best efforts to cause include some or all of the managing underwriter shares of Lexon common stock issued to and then held by UTEK pursuant to this Agreement. If the underwriters include any selling shareholder shares, UTEK shall be permitted to include some or underwriters all of its Lexon shares on a proposed underwritten offering pro rata basis to permit the Warrant Shares requested to be included in a Piggyback Registration on extent and upon the same terms and conditions as other Lexon shareholders are permitted to have their Lexon shares included in the proposed offering. If the underwriters do not permit for any similar securities reason the inclusion of selling shareholder shares in the Company offering, UTEK shares shall also not be included. It is the expressed intent of this Article that UTEK be treated exactly the same as any other selling Lexon shareholder in connection with any underwritten offering of Lexon common stock, no better and no worse. If Lexon proposes an underwritten offering, Lexon will give UTEK 15 days' prior written notice thereof, and UTEK shall give Lexon notice within 10 days thereafter of UTEK's desire as to permit the sale or other disposition number of such Warrant Shares shares, if any, that UTEK desires to include in the offering. Lexon will notify the lead underwriters of UTEK's desire, and Lexon will include UTEK shares in accordance with this paragraph. As a condition of including any UTEK shares in the intended method(soffering, UTEK shall (1) sign all underwriting agreements, representations, warranties, certificates and other papers as the underwriters require of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company UTEK and other Lexon shareholders whose shares are to be included in the registration statement timely or offering; (2) pay pro rata all costs of the Company may elect offering to exclude such holder from the registration statementsame extent as other Lexon selling shareholders are required to pay; and (3) take all other actions and do all other things as are required of other selling shareholders. Failure of UTEK to respond within 10 days after notice of Lexon's intention to file an underwritten offering shall constitute a waiver of the rights set forth in this Article.

Piggyback Registration Rights. To If, at any time during the extent two-year period commencing with the Company does not maintain an effective registration statement for issuance of this Note, the Warrant Shares and in the further event that the Company files Payor proposes or is required to file a registration statement with the Securities and Exchange Commission covering the sale of its registering any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than a registration statement on Form S-4 or Form S-8, or on another form, such other forms as the U.S. Securities and Exchange Commission may hereafter promulgate for registration of securities in transactions for which Form S-4 or in another context, in which such “piggyback” registration would Form S-8 may be inappropriateused as of the date hereof), then, whether or not for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Dateits own account, the Company Payor shall give at least 20 days prior written notice to the Payee of its intention to do so. Upon written request by the Payee within 10 days after receipt of such proposed filing notice, the Payor shall use its commercially reasonable efforts to include in the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included registered by such registration statement all shares of Common Stock issued or issuable upon conversion of this Note (which registration right with respect to such conversion shares shall be in addition to any registration rights with respect to any shares underlying that certain Warrant, dated as of the date hereof, issued by the Payor to the Payee in connection with Xxxxx’s participation in the Bridge Offering) that the Payee indicates in such notice that the Payee desires to sell, subject to the following terms and conditions: (i) if such registration statement is for a prospective underwritten offering, the intended method(sPayee shall agree to (a) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement agreement, if required, in customary form with the underwriter or underwriters selected for by the Company, and (b) sell the Payee’s securities, if the Company so requests, on the same basis and upon the same terms as the other securities covered by such Piggyback Registrationregistration statement, other than securities proposed to be registered by the holders of the Preferred Stock (as defined below), and provided that if the number of shares requested by the Payee to be registered in such offering exceeds the amount of shares which the underwriters reasonably believe is compatible with the success of such underwritten offering, the Company shall only be required to include in such offering that number of shares requested to be registered by the Payee as the underwriters believe will not jeopardize the success of such offering, provided, however that any such decrease in the number of shares sought to be registered by the Payee shall occur on a pari passu basis with the other shares being registered, other than any shares proposed to be registered by the holders of the Preferred Stock; (ii) if the number of shares the Payor is able to register is limited due to Rule 415 or other SEC shelf registration rules, Payor shall only be required to register the shares Payee elects to convert on a pari passu basis with the other shares being registered, other than any shares proposed to be registered by the holders of the Preferred Stock; and (iii) the Payor may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the Payee or any other Payee. FurthermoreThe Payor shall have exclusive control over the preparation and filing of any registration statement proposed to be filed under this Section 12 as well as any amendments and supplements thereto and the withdrawal or revocation thereof. The Payor’s obligations pursuant to this Section 12 are subject to the Payee’s cooperation with respect to any such proposed registration, each holder must provide including but not limited to the provision of such information as may reasonably be requested by the Company Payor, the underwriter(s) or any other authorized parties and the execution and delivery of such agreements (including indemnification and contribution agreements), instruments and documents as may be reasonably requested thereby, and the Payee’s compliance with all applicable laws. The Payor shall pay all reasonable expenses incurred in connection with the registration contemplated hereby, including without limitation registration and filing fees, printing expenses, and fees and expenses of counsel for the Payor. Notwithstanding the foregoing, underwriting discounts and commissions and transfer taxes relating to be the Payee’s registered securities included in any registration hereunder, and all fees and expenses for counsel to the Payee, shall be borne and paid by the Payee. The registration statement timely rights and other rights granted in this Section 12 are not assignable, in whole or in part, without the Company may elect prior written consent of the Payor. Notwithstanding anything to exclude the contrary set forth herein, the Payee hereby expressly agrees and acknowledges that any registration rights of the Payee hereunder are subordinate to those of the holders of the Company’s 10% (PIK) Series A Preferred Stock and the Company’s 10% (PIK) Series B Preferred Stock (together, the “Preferred Stock”) and warrants issued to such holder from holders in connection with the registration statementpurchase and sale of the Preferred Stock.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for an Underwritten Offering of shares of Class A Common Stock for its own account or for the Warrant Shares account of any other Persons who have or have been granted registration rights (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to each Holder that, together with such Holder’s Affiliates, holds at least the Minimum Number of Registrable Securities, which notice shall be held in strict confidence by such Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Class A Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.4(a) would adversely affect the offering, no such notice shall be required (and such Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). Each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further event right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company files has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement rights, as applicable, shall determine for any reason not to proceed with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which to delay such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise DatePiggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders (which such Holders will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three Piggyback Underwritten Offering (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Class A Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermorehave been granted registration rights, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementapplicable.

Piggyback Registration Rights. To the extent Other than in connection with a registration on Form S-8 or F-4, or any successor or similar form, relating to Ordinary Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company does not maintain or in connection with a direct or indirect or indirect acquisition by the Company of another Person, if at any time following the IPO the Company, including if the Company qualifies as a Well-Known Seasoned Issuer, proposes to file (i) a prospectus supplement to an effective registration statement for the Warrant Shares and in the further event that the Company files Shelf Registration Statement (other than pursuant to a Takedown Request), or (ii) a registration statement with other than a Shelf Registration Statement for a delayed or continuous offering pursuant to Rule 415 under the Securities and Exchange Commission covering Act, in either case, for the sale of Ordinary Shares for its shares own account, or for the benefit of Common Stock (the holders of any of its securities other than the Shareholders, to an underwriter on a registration statement on Form S-4 or S-8, or on another form, firm commitment basis for reoffering to the public or in another contexta “bought deal” or “registered direct offering” with one or more investment banks (collectively, in which such a “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), thenthen as soon as practicable but not less than fourteen (14) days prior to the filing of (a) any preliminary prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the Securities Act, for a period commencing on (b) any prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the Initial Exercise Date and terminating on Securities Act (if no preliminary prospectus supplement is used) or (c) such Shelf Registration Statement, as the third (3rd) anniversary of the Initial Exercise Datecase may be, the Company shall give written notice of such proposed filing Piggyback Underwritten Offering to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount Shareholders 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback RegistrationNotice”) shall offer the Shareholders the opportunity to include in such Piggyback Underwritten Offering such number of Registrable Shares as each such Shareholder may request in writing. Each such Shareholder shall then have ten (10) days after receiving such notice to request in writing to the Company inclusion of Registrable Shares in the Piggyback Underwritten Offering (a “Piggyback Request”), except that such Shareholder shall have two (2) Business Days after such Shareholder receives such Piggyback Notice to request inclusion of Registrable Shares in the Piggy Back Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. The Upon receipt of any such request for inclusion from a Shareholder (a “Piggyback Requesting Shareholder”) received within the specified time period, the Company shall cause such Warrant Shares to be included in such registration and shall use its best commercially reasonable efforts to cause effect the managing underwriter or underwriters registration in any registration statement of a proposed underwritten offering to permit any of the Warrant Shareholders’ Registrable Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares set forth in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementthis Agreement.

Piggyback Registration Rights. To If, at any time on or before the extent expiration of this Warrant, the Company does not maintain an effective proposes to file a registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the public sale of any of its shares of Common Stock or Common Stock Equivalents under the 1933 Act (other than a registration statements (i) provided for in Section 8.2 hereof or (ii) pursuant to Form S-4 and Form S-8 of the Securities Act of 1933) the Company shall, not later than thirty (30) days prior to the initial filing of the registration statement, deliver notice of its intent to file such registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before Holder, setting forth the anticipated filing dateminimum and maximum proposed offering price, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distributioncommissions, and the name of the proposed managing underwriter or underwriters, if any, of discounts in connection with the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three other relevant information. Within twenty (320) business days following after receipt of such notice (of the Company's intent to file a “Piggyback Registration”). The Company registration statement, the Holder shall cause such be entitled to request that the Warrant Shares to Stock be included in such registration statement, and shall the Company will use its best efforts to cause such Warrant Stock to be included in the offering covered by such registration statement. In the event the Warrant Stock is included in the registration statement, the Holder may transfer this Warrant to an underwriter or broker for exercise by such underwriter or broker in connection with a distribution of the Warrant Stock. The managing underwriter or underwriters in an underwritten offering, or the holders of a majority in number of shares of Common Stock requesting registration, may determine that the number of securities proposed underwritten offering to permit the Warrant Shares requested to be included sold in the underwriting or offering exceeds the number that can be sold without having a Piggyback Registration materially adverse effect on the same terms and conditions as any similar price at which the securities of could be sold. If it or they make such a determination in good faith, then the Company and to permit may reduce the sale or other disposition number of such Warrant Shares in accordance with the intended method(s) shares of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company Common Stock to be included in the registration statement timely to the highest number that the managing underwriter (or underwriters) or a majority of the holders (as the case may be) determine will not have a material adverse effect on the price of the shares to be sold. If the number of shares of Common Stock to be sold in a registration are limited pursuant to this paragraph, the Company may elect to exclude such holder from will include in the registration statement.registration:

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement At any time before November 14, 2001, whenever Apple proposes to register any Common Stock for its own account, or for the Warrant Shares and account of any other person holding registration rights, under the Securities Act for a public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on either Form S-1 or Form S-4 under the further event that Securities Act (or a successor to either Form S-1 or Form S-4) (any such offering or issuance being an "Exempt Offering"), Apple will give each Stockholder written notice of its intent to do so (a "Registration Notice") at least 20 days prior to the Company files a filing of the related registration statement with the Securities Commission. Such notice shall specify the approximate date on which Apple proposes to file such registration statement and Exchange Commission covering shall contain a statement that the sale Stockholders are entitled to participate in such offering and shall set forth the number of its shares of Registrable Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on as hereinafter defined) that represents the Initial Exercise Date and terminating on the third (3rd) anniversary best estimate of the Initial Exercise Datelead managing underwriter (or if not known or applicable, the Company shall give written notice of such proposed filing to Apple) that will be available for sale by the holders of Warrant Shares as soon as practicable but Registrable Common in no event less than five (5) business days before the anticipated filing date, which notice shall 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 underwritersoffering. If Apple shall have delivered a Registration Notice, if any, of the offering, and offer each Stockholder shall be entitled to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration participate on the same terms and conditions as any similar securities Apple in the public offering to which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this SECTION 2. Each Stockholder desiring to participate in such offering shall notify Apple no later than ten days following receipt of the Company and Registration Notice of the aggregate number of shares of Registrable Common that such Stockholder then desires to permit sell in the sale or other disposition offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such Warrant Shares shares shall not reduce the number of shares of Common Stock to be offered and sold by Apple to be included therein. If the lead managing underwriter selected by Apple for a public offering (or, if the offering is not underwritten, a financial advisor to Apple) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in accordance with such offering, there shall be included in the intended method(s) offering only that number of distribution thereof. All holders shares of Warrant Shares proposing to distribute their securities through a Piggyback Registration Registrable Common, if any, that involves an such lead managing underwriter or underwriters shall enter into an underwriting agreement financial advisor, as the case may be, reasonably and in customary form with good faith believes will not jeopardize the success of the offering, PROVIDED that if the lead managing underwriter or underwriters selected for financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Common Stock to be offered and sold as aforesaid and so notifies Apple in writing, the number of shares of Common Stock to be offered and sold by holders desiring to participate in the offering, shall be allocated among such Piggyback Registrationholders on a pro rata basis based on their holdings of Common Stock. Furthermore, each holder must provide such information as reasonably Apple shall have the right at any time to reduce the number of shares requested by the Company any Stockholder to be included in such registration to the registration statement timely or extent that Apple reasonably concludes that inclusion of such shares is likely to jeopardize the Company may elect non-recognition status under the Code of any acquisition transaction consummated pursuant to any of the acquisition agreements entered into by Apple and one of its founding orthodontic practices; PROVIDED that any determination to exclude shares from any such holder from the registration statementpursuant to this provision shall be based on advice of tax counsel to Apple or its independent accountants.

Piggyback Registration Rights. To The Purchaser hereby agrees with the extent Holders that at any time after the Company does not maintain an effective Closing, if the Purchaser shall determine to proceed with the actual preparation and filing of a new registration statement for under the Warrant Shares and Securities Act in the further event that the Company files a registration statement connection with the Securities proposed offer and Exchange Commission covering the sale of any of its shares securities by it or any of Common Stock its security holders (other than (a) a registration statement on Form S-4 F-4, F-8 or S-8, other limited purpose form or on another form, or in another context, in which such “piggyback” (b) any registration would be inappropriateunder Section 4.01 of this Agreement), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall Purchaser will give written notice of its determination to all Holders. Upon the written request from any Holders (the “Requesting Piggyback Holders”), within 10 days after their receipt of any such proposed filing to notice from the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offeringPurchaser, the intended method(s) of distributionPurchaser will, and the name except as herein provided, cause all of the proposed managing underwriter or underwriters, if any, of Purchaser Ordinary Shares covered by such request (the offering, and offer to “Requested Piggyback Shares”) held by the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Requesting Piggyback Registration”). The Company shall cause such Warrant Shares Holders to be included in such registration and shall use its best efforts statement, all to cause the managing underwriter or underwriters of a proposed underwritten offering extent requisite to permit the Warrant sale or other disposition by the prospective seller or sellers of the Requested Piggyback Shares. If any registration pursuant to this Section 4.02 shall be underwritten in whole or in part, the Purchaser may require that the Requested Piggyback Shares requested to be included in a Piggyback Registration the underwriting on the same terms and conditions as any similar the securities of otherwise being sold through the Company and to permit underwriters. In such event, the sale or other disposition of such Warrant Shares in accordance with Requesting Piggyback Holders shall, if requested by the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into underwriters, execute an underwriting agreement containing customary representations and warranties by selling shareholders. If in customary form the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Requested Piggyback Shares would reduce the number of shares to be offered by the Purchaser or interfere with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested successful marketing of the securities offered by the Company Purchaser, the number of shares of Requested Piggyback Shares otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Piggyback Holders and all other holders of registration statement timely rights with respect to the Purchaser’s shares who have requested inclusion of their securities or excluded in their entirety if so required by the Company may elect underwriter. Registration pursuant to exclude such holder this Section 4.02 shall not be deemed to be a demand registration as described in Section 4.01 above. The Purchaser ’s obligations under this Section 4.02 shall not apply to the shares held by a Holder after the earlier of (a) three (3) years from the date of this Agreement, (b) the date that such shares held by a Holder have been sold pursuant to Rule 144 or an effective registration statement, and (c) such time as such shares held by a Holder are eligible for immediate resale pursuant to Rule 144.

Piggyback Registration Rights. To the extent (a) If the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with at any time proposes to register under the Securities and Exchange Commission covering the sale Act any shares of its shares of Common Stock (now or hereafter authorized, other than a registration statement on Form S-4 or S-8, S-8 or on another any successor form, whether for sale for its own account or for the account of any selling stockholder, on a form and in another contexta manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will give written notice to all the holders of Registrable Securities promptly, and in any event no later than 20 days (10 days if the registration is a Form S-3) before the initial filing with the SEC of a registration statement, of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, (i) whether or not such registration will be in connection with an underwritten offering of securities and, if so, the identity of the managing underwriter and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting, (ii) the price at which such “piggyback” registration would securities are reasonably expected to be inappropriatesold to the public, and (iii) the amount of the underwriting discount reasonably expected to be incurred in connection therewith). Upon the written request of any such holder delivered to the Company within 10 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), then, for a period commencing on the Initial Exercise Date and terminating on Company will (subject to the third (3rdprovisions of Section 2.1(c) anniversary hereof) include in such registration all of the Initial Exercise DateRegistrable Securities that the Company has been so requested to register; provided, however, that if, at any time after giving such 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 proceed with such registration, the Company may at its election give written notice of such proposed filing determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares be relieved of its registration obligations (but not from its obligation to be included pay Registration Expenses in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementconnection therewith).

Piggyback Registration Rights. To Buyer shall have the extent right, for as long as any Shares are outstanding, to include all or any portion of the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock underlying the Shares (collectively with any successor securities, the “Registrable Securities”) as part of any other registration of securities filed by the Company (other than in connection with a registration statement on transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to Form S-4 S-8 or S-8, or on another any equivalent form, or in another context, in which ). In the event of such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Dateproposed registration, the Company shall give furnish Buyer with not less than ten (10) days’ written notice prior to the proposed date of filing of such proposed filing registration statement. Such notice to Buyer shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by Buyer. The holders of Warrant Shares as soon as practicable but in no event less than the Registrable Securities shall exercise the piggy-back rights provided for herein by giving written notice, within five (5) business days before the anticipated filing date, which notice shall 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, receipt of the offeringCompany’s notice of its intention to file a registration statement. Notwithstanding the foregoing; if, and offer to solely in connection with any primary underwritten public offering for the holders account of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause Company, the managing underwriter or underwriters of thereof shall, in its reasonable discretion, impose a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration limitation on the same terms and conditions as any similar securities number of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to Registrable Securities which may be included in the registration statement timely because, in such underwriter’s judgment, marketing or other factors make such limitation necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Buyer requested inclusion hereunder as the underwriter shall reasonably permit; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities. Buyer (or its transferees) shall be entitled to three piggy-back registrations pursuant to this Section 5.13. Any holder of Registrable Securities may elect to exclude withdraw such holder from hxxxxx’s request for inclusion of Registrable Securities in any piggy-back registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the registration statement. The Company (whether in its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a registration statement subject to piggy-back registration at any time prior to the effectiveness of the registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such piggy-back registration as provided in this Section 5.13. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to this Section 5.13, including the reasonable and documented expenses (not to exceed $20,000) of a single legal counsel selected by the holders to represent them in connection with the sale of the Registrable Securities, but the holders shall pay any and all underwriting commissions or brokerage fees related to the Registrable Securities. The Company shall use its commercially reasonable efforts to cause any registration statement filed pursuant this Section 5.13 to remain effective for as long as any Shares are outstanding.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.5(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale an Underwritten Offering of its shares of Common Stock for its own account or for the account of any other Persons who have or have been granted registration rights (other than a registration statement “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to the Major Holders, which notice shall be held in strict confidence by the Major Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Major Holders’ rights under this Section 2.5(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.5(a) would adversely affect such offering, no such notice shall be required (and the Major Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). If such notice is delivered pursuant to this Section 2.5(a), each Major Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would Major Holder received notice pursuant to this Section 2.5(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be inappropriatedisposed of by such Major Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities). If no request for inclusion from a Major Holder is received within such period, such Major Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.5(c), thenthe Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by a Major Holder; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.5(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Dateany reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included Major Holders participating in such offeringPiggyback Underwritten Offering (which such Major Holders will hold in strict confidence) and (i) in the case of a determination not to proceed, the intended method(s) shall be relieved of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer its obligation to the holders of Warrant Shares include any Registrable Securities in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three Piggyback Underwritten Offering (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermorehave been granted registration rights, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementapplicable.

Piggyback Registration Rights. To the extent If the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale at any time proposes to register any of its shares of Common Stock (other than securities under the Act, except on a registration statement on Form S-4 S-8 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise DateForm S-4, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall will use its best efforts to cause all of the managing underwriter or underwriters shares of a proposed underwritten offering to permit common stock underlying the Warrant Shares requested Warrants owned by Holder to be included in a Piggyback Registration on registered under the same terms and conditions as any similar Act (with the securities of which the Company and at the time propose to register), all to the extent requisite to permit the sale or other disposition of by the Holder; provided, however, that the Company may, as a condition precedent to its effecting such Warrant Shares in accordance registration, require the Holder to agree with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration that the Holder will not sell any securities of the same class or convertible into the same class as those registered by the Company (including any class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective as shall then be specified in writing by such underwriter or underwriters if in the opinion of such underwriter or underwriters the Company's offering would be materially adversely affected in the absence of such an agreement (“underwriter’s lock-up”). Additionally, the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration may require that Holder enter into an underwriting agreement in customary form with the Company that only a percentage of the shares of common stock underlying the Warrants owned by Holder be registered on such registration statement if in the opinion of such underwriter or underwriters selected for the Company's offering would be materially adversely affected in the absence of such Piggyback Registrationan agreement (“underwriter’s carve-out”). Furthermore, each holder must provide such information as reasonably requested All expenses incurred by the Company to be included in the complying with this Section, including without limitation all registration statement timely and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Company may elect and or counsel for the Holder and the expense of any special audits incident to exclude or required by any such holder from registration and the registration statementexpenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, Holder shall pay all underwriting discounts or commissions with respect to any securities sold by the Holder.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the shares of Class A Common Stock underlying the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Class A Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) fifth anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares Holder as soon as practicable but in no event less than five ten (510) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares Holder in such notice the opportunity to register the sale of such number of shares of Class A Common Stock underlying the Warrant Shares as such holders may request in writing within three five (35) business days following after receipt of such notice (a “Piggyback Registration”). The Company shall cause such shares of Class A Common Stock underlying the Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the shares of Class A Common Stock underlying the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such shares of Class A Common Stock underlying the Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To the extent Whenever the Company does not maintain an effective registration statement proposes to register any Common Stock for the Warrant Shares and in the further event that the Company files a registration statement with its own or others’ account under the Securities and Exchange Commission covering the sale of its shares of Common Stock (Act other than a registration statement on Form S-4 relating to employee benefit plans or S-8, or on another form, or in another context, in a transaction to which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary Rule 145 of the Initial Exercise DateCommission applies, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but promptly (and in no event less than five (5) business 20 days before the anticipated filing date) give each holder of Registrable Securities and Management Stock (the “Piggyback Holders”) written notice of its intent to do so, which and such notice shall describe set forth the amount and type material terms 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, of the offering, and offer to the holders of Warrant Shares in such notice Piggyback Holders the opportunity to register the sale of such number of Warrant Shares Registrable Securities or Management Stock as each such holders may Piggyback Holder shall request in writing within three (3) business days following receipt of such notice (a the “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the “Company Underwriter”) to permit each of the Warrant Shares Piggyback Holders who have requested in writing within 20 days of the date the notice is provided to be included participate in a the Piggyback Registration to include such Piggyback Holder’s Registrable Securities or Management Stock in such offering on the same terms and conditions as any similar the securities of the Company included therein. In connection with any Piggyback Registration under this Section 2.2 involving an underwritten offering, the Company shall not be required to include any Registrable Securities or Management Stock in such underwritten offering unless the Piggyback Holders electing to participate in the Piggyback Registration accept the terms of the underwritten offering as agreed upon among the Company Underwriter, the Company and the stockholders of the Company, if any (other than the Piggyback Holders), participating in the registration, and then only in such quantity as the Company Underwriter believes will not jeopardize the success of the offering by the Company. If the Company Underwriter advises the Company in writing that the registration of all or part of the Registrable Securities and Management Stock which the Piggyback Holders have requested to permit be included would be seriously detrimental to the sale or other disposition success of such Warrant Shares offering, then the Company may reduce the amount of securities to be included in accordance with such registration, first as to the intended method(s) of distribution thereof. All Piggyback Holders who are holders of Warrant Shares proposing to distribute their securities through Management Stock as a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with group, pro rata based on the underwriter or underwriters selected for number of shares of Management Stock owned by each such Piggyback RegistrationHolder as compared to the number of shares of Management Stock owned by all Piggyback Holders, and second as to the other holders of Registrable Securities as a group, pro rata based on the number of Registrable Securities owned by each such Piggyback Holder as compared to the number of Registrable Securities owned by all such Piggyback Holders. FurthermoreIn the event of any such limitation, each holder must provide such information as reasonably shares of persons not having registration rights under this Section 2.2 will not be included in the registration unless all Registrable Securities and Management Stock requested by the Company to be included in the registration statement timely or have been included. In addition, in no event shall any such limitation with respect to Registrable Securities exceed 30% of the Registrable Securities proposed to be included in a registration other than in connection with an IPO, in which case such limitation shall be in any amount that the managing underwriter shall determine. No agreement of the Company may elect shall permit any person other than the Company or holders of Registrable Securities or Management Stock to exclude participate in any registration under this Section 2.2 except on the basis that any offering limitation either applies only to such holder from other persons or is apportioned according to the registration statementnumber of shares of Common Stock (including Registrable Securities and Management Stock) held by each participant.

Piggyback Registration Rights. To the extent If at any time the Company does not maintain an effective registration statement for shall determine to register under the Warrant Shares and in the further event that Securities Act (including pursuant to a demand of any security holder of the Company files a exercising registration statement with the Securities and Exchange Commission covering the sale rights) any of its shares of Common Stock (other than a except securities to be issued solely in connection with any acquisition of any entity or business, shares issuable solely pursuant to employee benefit plans eligible for registration statement on SEC Form S-4 S-8 or S-8, or shares to be registered on another form, or in another context, in which such “piggyback” any registration would be inappropriateform that does not permit secondary sales), then, for a period commencing on the Initial Exercise Date it shall send to Siena and terminating on the third (3rd) anniversary to each of the Initial Exercise DateHolder(s) written notice of such determination at least thirty (30) days prior to each such filing and, if within twenty (20) days after receipt of such notice, any Holder shall so request in writing, the Company shall give written notice use its best efforts to include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Warrant Securities (collectively referred to in this ARTICLE VI as "REGISTRABLE SECURITIES") that such proposed filing Holder requests to be registered, provided, however, 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 limitation on the amount of Registrable Securities included in any such registration statement, then, to the extent that any Registrable Securities remain available for registration after the underwriter's cutback, the Company shall be obligated to include in such registration statement with respect to each Holder requesting inclusion only the product of : (i) the number of Registrable Securities with respect to which such Holder has requested inclusion hereunder and (ii) such Holder's pro rata share of the sum of all Registrable Securities permitted to be registered and all other securities of the Company, the holders of Warrant Shares which Registrable Securities and other securities have requested that such securities be registered. Any Registrable Securities which are included in any underwritten offering under this SECTION 6.01 shall be sold upon such terms as soon as practicable the managing underwriters shall reasonably request but in no any event shall be upon terms not less favorable than five (5) business days before those upon which any other selling security holder shall sell any of its securities. If any Holder disapproves of the anticipated filing dateterms of such underwriting, which such Holder may elect to withdraw therefrom by written notice shall describe to the amount and type of securities to be included in such offering, the intended method(s) of distribution, Company and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”)underwriter. The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering (the "COMPANY UNDERWRITER") to permit the Warrant Shares Holders who have requested to be included participate in a Piggyback Registration the registration for such offering to 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 that the total amount or kind of securities which they, the Company and any other Persons intend to permit include in such offering (the sale "TOTAL SECURITIES") is sufficiently large so as to prevent the Company from affecting a successful offering of the Total Securities, then the amount or other disposition kind of such Warrant Shares in accordance with securities to be offered for the intended method(s) account of distribution thereof. All holders any members of Warrant Shares proposing management shall be reduced pro rata to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter, and if the amount or kind of Total Securities is still sufficiently large so as to prevent the Company from affecting a successful offering of the Total Securities, then the amount or kind of securities to be included in offered for the account of the Holders and any other Persons shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter. Notwithstanding the provisions of this SECTION 6.01, the Company shall have the right, at any time after it shall have given written notice pursuant to this SECTION 6.01 (irrespective of whether a written request for inclusion of Registrable Securities shall have been made), to elect not to file any such proposed registration statement timely or to withdraw the Company may elect same after the filing and prior to exclude such holder from the registration statementeffective date thereof.

Piggyback Registration Rights. To 2.1 If the extent Investor exercises any portion of the Company does not maintain an effective registration statement for Warrant, and thereafter the Warrant Shares and in the further event that the Company files Corporation proposes to file a registration statement with under the Securities and Exchange Commission covering the sale Act with respect to an offering for its own account of any class of its shares of Common Stock equity securities (other than a registration statement on Form S-4 S-8 (or S-8any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or on another form, any successor provision) under the Securities Act applies or in another context, in which such “piggyback” registration would be inappropriatean offering of securities solely to the Corporation’s existing shareholders), then, for a period commencing on then the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company Corporation shall in each case give written notice of such proposed filing to the holders of Warrant Shares Holder as soon as practicable (but in no event less later than five (520 business days) business days before the anticipated filing date, which and such notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice each Holder the opportunity to register the sale of such number of Warrant Shares shares of Restricted Stock as such holders Holder may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”)request. The Company shall cause such Warrant Shares Each Holder desiring to be have Restricted Stock included in such registration and statement shall so advise the Corporation in writing within 10 business days after the date on which the Corporation’s notice is so given, setting forth the number of shares of Restricted Stock for which registration is requested. If the Corporation’s offering is to be an underwritten offering, the Corporation shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Holders of the Restricted Stock requested to be included in a Piggyback Registration the registration for such offering to include such Restricted Stock in such offering on the same terms and conditions as any similar securities of the Company Corporation included therein. The right of each Holder to registration pursuant to this Section 4 in connection with an underwritten offering by the Corporation shall, unless the Corporation otherwise assents, be conditioned upon such Holder’s participation as a seller in such underwritten offering and to permit the sale or other disposition its execution of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Corporation. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Corporation that either because of (a) the kind of securities that the Corporation, the Holders and any other persons or entities intend to include in such offering or (b) the size of the offering that the Corporation, the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such managing underwriter’s opinion, the number of shares of Restricted Stock to be registered and offered for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably 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 Company extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters (provided that if securities are being registered and offered for the account of other persons or entities in addition to the Corporation, such reduction shall not be proportionally greater than any similar reductions imposed on such other persons or entities) and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriters opinion, (x) the Restricted Stock to be included in such registration and offering shall be reduced as described in clause (i) above or (y) if such actions would, in the 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 offering. Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the consent of the Corporation, be transferred in a public distribution prior to the earlier of ninety (90) days (or such other shorter period of time as the managing underwriter may require) after the effective date of the registration statement timely or ninety (90) days after the Company may elect to exclude date the Holders of such holder from the registration statementRestricted Stock are notified of such exclusion.

Piggyback Registration Rights. To If the extent Buyer at any time or from time to time subsequent to the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with date of this Agreement proposes to register any securities under the Securities and Exchange Commission covering Act either for its own account or the sale account of its shares of Common Stock any selling security holders (other than pursuant to (i) a registration statement on Form Forms S-4 or S-8S-8 or any successor or similar forms, (ii) a registration relating solely to a Commission Rule 145 offering, or (iii) a registration on another form, or in another context, in which such “piggyback” registration would be inappropriateany form that does not permit secondary sales), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall it will give written notice to each of such proposed the Sellers, Xxxxx and the ESOP of its intention at least twenty (20) days in advance of the filing to of any registration statement with respect thereto. Upon the holders written request of Warrant Shares as soon as practicable but in no event less than any of the Sellers, Xxxxx or the ESOP given within five (5) business days before after receipt of such notice, the anticipated filing dateBuyer, which notice subject to the restrictions below, will use commercially reasonable efforts to include in such registration, and in any underwriting involved therein, all the Buyer Common Stock received by the Sellers, Xxxxx or the ESOP pursuant to Section 2.2 included in such request. The method of disposition of such Buyer Common Stock shall describe be determined solely by the amount and type Buyer. If the managing underwriter with respect to such offering requests in that the number of securities to be offered by any or all of the Sellers, Xxxxx or the ESOP be reduced because in the judgment of the managing underwriter the offering would be materially and adversely affected, then such securities shall be reduced by such amount as the managing underwriter may determine so as to not materially and adversely affect the proposed offering. The Buyer may require the Sellers, Xxxxx or the ESOP to furnish to the Buyer such information in writing regarding themselves and the distribution as the Buyer may from time to time reasonably request in writing in order to comply with the Securities Act. The Sellers, Xxxxx and the ESOP agree to notify the Buyer as promptly as practicable of any inaccuracy or change in information they have previously furnished to the Company. The Buyer will promptly notify each of the Sellers, who include Buyer Common Stock in any registration statement (a “Selling Stockholder”) of the effectiveness of the registration statement and will provide each of the Sellers with such numbers of copies of the registration statement and the prospectus included therein as such Selling Stockholder may reasonably request. During the period such registration statement is required to remain effective, the Buyer will promptly notify each Selling Stockholder of the occurrence of any event as a result of which the registration statement or the prospectus contained in such offeringregistration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each Selling Stockholder agrees, upon receipt of such notice, forthwith to cease making offers and sales of any shares of Buyer Common Stock pursuant to such registration statement and deliveries of the prospectus contained therein. The Buyer agrees to notify each Selling Stockholder when each post-effective amendment to the Registration Statement has become effective or a supplement to any prospectus forming a part of such registration statement is effective. The Buyer will use its reasonable best efforts to qualify or register the Buyer Common Stock to be sold pursuant to this provision under the securities or “Blue Sky” laws of the fifty states and the District of Columbia; provided, however, that the Buyer shall not be obligated to qualify as a foreign corporation to do business under the laws of, or to file any general consent to service of process in, any such jurisdiction. In connection with any registration of the Buyer Common Stock pursuant to this Agreement, to the extent permitted by law, the intended method(s) Buyer shall indemnify each Selling Stockholder and the Selling Stockholders shall indemnify the Buyer in the manner provided below. The Buyer shall indemnify and hold harmless each Selling Stockholder and each of distributionits officers, directors and partners, and such person controlling such Selling Stockholder against all losses, claims, damages or liabilities, joint or several, to which such Stockholder may become subject under the name Securities Act insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, prospectus or any amendment or supplement thereto, or arise out of or are based upon the proposed managing underwriter omission or underwritersalleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation of any rule or regulation under the Securities Act or state securities laws applicable to the Buyer in connection with the registration, qualification or compliance relating to the Buyer Common Stock and the Buyer shall reimburse each such Selling Stockholder (or its officers, directors and partners, and person controlling such Selling Stockholder, if applicable) for any legal or other expenses reasonably incurred by such Selling Stockholder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Buyer shall not be required to indemnify and hold harmless or reimburse such Selling Stockholder to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in any document made in reliance upon and in conformity with written information furnished to the Buyer by or on behalf of such Selling Stockholder with respect to such Selling Stockholder and such Selling Stockholder’s Buyer Common Stock or the distribution thereof for use specifically in the preparation of such documents. Each Selling Stockholder (or its officers, directors and partners, and person controlling such Selling Stockholder, if applicable) shall indemnify and hold harmless the Buyer, each of its directors and officers, and each person, if any, who controls the Buyer within the meaning of the offeringSecurities Act, against all losses, claims, damages or liabilities to which the Buyer or any such director or officer or controlling person may become subject, under the Securities Act insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, prospectus or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or any violation of any rule or regulation under the Securities Act or state securities laws applicable to the Buyer in connection with the registration, qualification or compliance relating to the Buyer Common Stock, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement, omission or alleged omission, or violation was made in reliance upon and in conformity with written information furnished to the Buyer by or on behalf of such Selling Stockholder (or its officers, directors and partners, and offer person controlling such Stockholder, if applicable) with respect to such Selling Stockholder and such Selling Stockholder’s Buyer Common Stock or the distribution thereof, for use in the preparation thereof; and provided, further, however, that the liability of each Selling Stockholder (or its officers, directors and partners, and person controlling such Selling Stockholder, if applicable) hereunder shall be limited to the holders of Warrant Shares in net proceeds received by such notice the opportunity to register Stockholder from the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested Buyer Common Stock covered by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement; and such Selling Stockholder shall reimburse the Buyer for any legal or other expenses reasonably incurred by the Buyer or any such director or officer or controlling person in connection with investigating or defending against any such loss, claim, damage, liability or action. All expenses associated with or incurred in connection with any registration statement filed pursuant to this Agreement, including without limitation, registration or filing fees, accounting and legal fees, printing and mailing costs, shall be borne by the Buyer; provided that each Selling Stockholder shall be responsible for paying any underwriting discounts, fees or sales commissions or legal fees or expenses of counsel retained by such Selling Stockholder in connection with the sale of his, her or its Buyer Common Stock.

Piggyback Registration Rights. To Securityholders shall have the right to piggyback on any Registration Statement (except with respect to Registration Statements on Form X-0, X-0 or another form not available for registering the shares for sale to the public), filed by the Corporation on behalf of the Corporation or any Securityholder (a “Piggyback Registration“). If at any time or times after the date hereof the Corporation shall seek to register capital stock of the Corporation for its own account or on the account of others, the Corporation will promptly give written notice thereof to all Securityholders that hold Registrable Securities. Each Securityholder will have 10 Business Days after receipt of any such notice to notify the Corporation as to whether it wishes to participate in a Piggyback Registration (which notice shall not be deemed to be a request for a Demand Registration); provided that should a Securityholder fail to provide timely notice to the Corporation, such Securityholder will forfeit any rights to participate in the Piggyback Registration with respect to such proposed offering. The Corporation shall use commercially reasonable efforts to include the requested Registrable Securities to be registered. However, to the extent the Company does not maintain an effective registration statement for managing underwriter determines in good faith that the Warrant Shares and number of Registrable Securities requested to be included in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8should be limited due to market conditions, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe then the amount and type of securities Registrable Securities to be included in such offering, Piggyback Registration shall equal the intended method(s) number of distributionRegistrable Securities which the Corporation and the Securityholders are advised is satisfactory by such underwriters, and then Registrable Securities to be registered for the name of the proposed managing underwriter or underwritersCorporation’s account, if any, shall first be included and thereafter Registrable Securities shall be allocated pro rata among such Securityholders (i) first to the Demand Rights Holders pro rata on the basis of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such aggregate number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares Registrable Securities which were requested to be included in such registration by each such Demand Rights Holder and shall use its best efforts (ii) then to cause each other Securityholder, pro rata among such Securityholders on the managing underwriter or underwriters basis of a proposed underwritten offering to permit the Warrant Shares number of Registrable Securities requested to be included in such registration by each such Securityholder. If the Corporation or the Demand Rights Holders for whose account such offering is being made shall determine in its (or their) sole discretion not to register or to delay the proposed offering, then the Corporation shall provide written notice of such determination to the Securityholders and (A) in the case of a Piggyback Registration on determination not to effect the proposed Switch & Data Facilities Company, Inc. Fifth Amended and Restated Investors Agreement offering, shall thereupon be relieved of the obligation to register such Registrable Securities in connection therewith and (B) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Securities for the same terms and conditions period as any similar securities the delay in respect of the Company and proposed offering. The Corporation shall be entitled to permit select the sale or other disposition of such Warrant Shares underwriters in accordance connection with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such any Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To If following the extent Closing Date, thereafter the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files Corporation hereafter proposes to file a registration statement with under the Securities and Exchange Commission covering the sale Act with respect to an offering for its own account of any class of its shares of Common Stock equity securities (other than a registration statement on Form S-4 S-8 (or S-8any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or on another form, any successor provision) under the Securities Act applies or in another context, in which such “piggyback” registration would be inappropriatean offering of securities solely to the Corporation's existing shareholders), then, for a period commencing on then the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company Corporation shall in each case give written notice of such proposed filing to the holders of Warrant Shares Holder as soon as practicable (but in no event less later than five (520 business days) business days before the anticipated filing date, which and such notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice each Holder the opportunity to register the sale of such number of Warrant Shares shares of Restricted Stock as such holders Holder may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”)request. The Company shall cause such Warrant Shares Each Holder desiring to be have Restricted Stock included in such registration and statement shall so advise the Corporation in writing within 10 business days after the date on which the Corporation's notice is so given, setting forth the number of shares of Restricted Stock for which registration is requested. If the Corporation's offering is to be an underwritten offering, the Corporation shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Holders of the Restricted Stock requested to be included in a Piggyback Registration the registration for such offering to include such Restricted Stock in such offering on the same terms and conditions as any similar securities of the Company Corporation included therein. The right of each Holder to registration pursuant to this Section 2.2 in connection with an underwritten offering by the Corporation shall, unless the Corporation otherwise assents, be conditioned upon such Holder's participation as a seller in such underwritten offering and to permit the sale or other disposition its execution of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected by the Corporation. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Corporation that either because of (a) the kind of securities that the Corporation, the Holders and any other persons or entities intend to include in such offering or (b) the size of the offering that the Corporation, the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares of Restricted Stock to be registered and offered for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably 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 Company extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters (provided that if securities are being registered and offered for the account of other persons or entities in addition to the Corporation, such reduction shall not be proportionally greater than any similar reductions imposed on such other persons or entities) and (ii) in the event that the combination of securities to be offered is the basis of such managing underwriters opinion, (x) the Restricted Stock to be included in such registration and offering shall be reduced as described in clause (i) above or (y) if such actions would, in the 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 offering. Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the consent of the Corporation, be transferred in a public distribution prior to the earlier of ninety (90) days (or such other shorter period of time as the managing underwriter may require) after the effective date of the registration statement timely or ninety (90) days after the Company may elect to exclude date the Holders of such holder from the registration statementRestricted Stock are notified of such exclusion.

Piggyback Registration Rights. To the extent If (but without any obligation to do so) the Company does not maintain an effective proposes to register (including for this purpose a registration statement for the Warrant Shares and in the further event that effected by the Company files for stockholders other than the Investor) any of its stock, either for its own account or the account of a registration statement security holder or holders, under the Securities Act in connection with the Securities and Exchange Commission covering the sale public offering of its shares of Common Stock such securities (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing relating solely to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type sale of securities to be included participants in such offeringa Company stock plan or option agreements, the intended method(s) of distribution, and the name of the proposed managing underwriter an offering or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares securities pursuant to a Form S-4 (or successor form) registration statement, or any registration on any form which does not include substantially the same information as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to would be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested required to be included in a Piggyback Registration on registration statement covering the same terms and conditions sale of the "Registrable Securities" as any similar securities such term is defined below), the Company shall, at such time, promptly give the Investor written notice of such registration. Upon the written request of Investor given within ten (10) days after mailing of such notice by the Company, the Company shall, subject to the provisions of this Section, cause to be registered under the Securities Act all of the Registrable Securities that Investor has requested to be registered. For purposes of this Section, Registrable Securities shall mean the Shares of Company common stock issued upon conversion of the Preferred Stock owner by Investor, to the extent such shares may not be resold under Rule 144 under the Securities Act or otherwise without registration. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section with respect to the Registrable Securities of Investor that Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and to permit the sale or other intended method of disposition of such Warrant Shares securities as shall be required to effect the registration of Investor's Registrable Securities. The entire unpaid principal balance of this note shall immediately become due and payable, at the option of the Payee, upon the occurrence of either of the following events of default (each, an “Event of Default”): (a) Failure by Maker to pay all principal and interest hereunder as and when the same becomes due and payable in accordance with the intended method(sterms hereof, or (b) failure by Maker to comply with any other covenant hereunder and such failure continues for three (3) days after written notice of distribution such failure. In the event of Default specified above shall occur, Payee may proceed to protect and enforce its rights by suit in equity and/or by action at law or by other appropriate proceedings. No delay on the part of the Payee in the exercise of any power or right under this Note, or under any other instrument executed pursuant thereto shall operate as a waiver thereof, nor shall a single or partial exercise of any other power or right preclude further exercise thereof. All holders Notwithstanding anything made hereunder shall be applied, at the option of Warrant Shares proposing Xxxxx, first to distribute their securities through a Piggyback Registration costs of collection, then to interest, and then to principal. It is hereby specially agreed that involves if this note is placed into the hands of an underwriter attorney for collection, or underwriters shall enter into if provided, established, or collected in any court, Maker agrees to pay to Payee an underwriting agreement amount equal to all expenses incurred in customary form with enforcing or collecting this Note, including court costs and reasonable attorneys’ fees. Except for the underwriter notice expressly provided herein, the undersigned hereby waives presentment for payment, notice of nonpayment, demand, notice of demand, protest, notice of protest, diligence in collection, grace, and without further notice hereby consents to renewals, extensions, or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely partial payments either before or the Company may elect to exclude such holder from the registration statementafter maturity.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.04(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for an Underwritten Offering of shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) for its own account or for the Warrant Shares account of any other Persons who have or have been granted registration rights (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to each Holder that, together with such Holder’s Affiliates, holds at least the Minimum Number of Registrable Securities, which notice shall be held in strict confidence by such Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Class A Common Stock (or other equity securities of the same class as the Registrable Securities) that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.04(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.04(a) would adversely affect the offering, no such notice shall be required (and such Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). Each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.04(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further event right to participate in such Piggyback Underwritten Offering. Subject to Section 2.04(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company files has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.04(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement rights, as applicable, shall determine for any reason not to proceed with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which to delay such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise DatePiggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders (which such Holders will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three Piggyback Underwritten Offering (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale or other disposition of such Warrant Shares same period as the delay in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by including the Company to be included in the registration statement timely Securities or the Company may elect to exclude such holder from the registration statementOther Securities, as applicable.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Termination Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five ten (510) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within three five (35) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereofthereof unless, in the reasonable judgment of the Company and the managing underwriters, the inclusion of the Warrant Shares in the Registration Statement would materially impair the Company’s or the selling stockholder’s ability to sell all of the shares otherwise included in such registration statement. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To If the Company shall determine to register for sale for cash any of its securities, for its own account or for the account of others (other than the Consultant), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files securities owned or to be owned by such consultants could be registered on Form S-8) (ii) a registration statement with the relating solely to a Securities and Exchange Commission covering the sale of its shares of Common Stock (other than Act Rule 145 transaction or a registration statement on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or S-8similar event, or (iii) in connection with any offering involving an underwriting of securities to be issued by the Company, the managing underwriter shall prohibit the inclusion of securities by selling holders in such registration statement or shall impose a limitation on another form, or the number of securities which may be included in another contextany such registration statement because, in its 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 (piggyback) right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such “piggyback” right and there is first excluded from such registration would statement all securities sought to be inappropriate)included therein by (A) any holder thereof not having any such contractual, thenincidental registration rights, for a period commencing on and (B) any holder thereof having contractual, incidental registration rights subordinate and junior to the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise DateConsultant’s Registrable Securities, the Company shall then be obligated to include in such registration statement only such limited portion (which may be none) of the Consultant’s Registrable Securities with respect to which such holder has requested inclusion hereunder. The Company shall promptly give to the Consultant written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but thereof (and in no event shall such notice be given less than ten (10) calendar days prior to the filing of such registration statement), and shall include as a Piggyback Registration all of the shares specified in a written request delivered by the Consultant thereof within five (5) business calendar days before after receipt of such written notice from the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offeringCompany. However, the intended method(s) of distributionCompany may, and without the name consent of the proposed managing underwriter Consultant, withdraw such registration statement prior to it becoming effective if the Company or underwriters, if any, of such other stockholders have elected to abandon the offering, and offer to the holders of Warrant Shares in such notice the opportunity proposal to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares securities proposed to be included registered thereby. For the avoidance of doubt, all shares issuable to the Consultant as per this agreement will be registered in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested S-1 statement filed by the Company Company’s prior to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementits Initial Public Offering.

Piggyback Registration Rights. To Parent agrees that if, after the extent date of issuance of the Company does not maintain an effective registration statement for Holdback Parent Shares, the Warrant Shares and in Board of Directors of Parent shall authorize the further event that the Company files filing of a registration statement with under the Securities and Exchange Commission covering the sale of its shares of Common Stock Act (other than a registration statement (i) filed in connection with an offering of securities to employees or directors of Parent pursuant to any employee stock option or other benefit plan, (ii) filed on Form S-4 or S-8S-8 or any successor to such forms, (iii) for an exchange offer or offering of securities solely to Parent’s existing security holders, (iv) for a dividend reinvestment plan, or on another form(v) solely in connection with a merger, share capital exchange, asset acquisition, share purchase, reorganization, amalgamation, subsequent liquidation, or other similar business transaction that results in another contextall of Parent’s shareholders having the right to exchange their common stock for cash, securities or other property of a non-capital raising bona fide business transaction) in connection with the proposed offer of any of its securities by it or any corporation with which it may combine or merge, Parent shall: (A) promptly notify Seller that such “piggyback” registration would statement will be inappropriate), then, for a period commencing on filed and that the Initial Exercise Date Holdback Parent Shares issued pursuant to this Agreement and terminating on the third then held by Seller and any Parent Closing Shares not previously registered pursuant to Section 8.7(a) and then held by Seller (3rd) anniversary of the Initial Exercise Datecollectively, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5“Registrable Securities”) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to will be included in such registration and shall statement at Seller’s request; (B) cause such registration statement to cover all of the Registrable Securities issued to Seller for which Seller requests inclusion; (C) use its reasonable best efforts to cause the managing underwriter such registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any federal or underwriters state law or regulation of a proposed underwritten offering any Governmental Authority to permit the Warrant Shares requested all such Registrable Securities that have been issued to Seller to be included sold or otherwise disposed of, and will maintain such compliance with each such federal and state law and regulation of any Governmental Authority for the period necessary for Seller to promptly effect the proposed sale or other disposition, but no later than the date that, assuming compliance with all of the requirements of Rule 144 promulgated under the Securities Act, Seller would be entitled to sell all the Registrable Securities pursuant to Rule 144 without limitation. If Seller desires to include in a Piggyback Registration on such registration statement all or any part of the same Registrable Securities held by it, it shall, within twenty (20) days after the above-described notice from Parent, so notify Parent in writing. Such notice shall state the intended method of disposition of the Registrable Securities by Seller. If Seller decides not to include all of its Registrable Securities in any registration statement thereafter filed by Parent, Seller shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by Parent with respect to offerings of its securities, all upon the terms and conditions as any similar set forth herein. As used in this Section 8.7, the term “Registrable Shares” refers includes all securities received in replacement of or in connection with such Registrable Shares pursuant to stock dividends or splits, all securities received in replacement of such Registrable Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Seller is entitled by reason of Seller’s ownership of the Company Registrable Shares. The obligations of Parent under this Section 8.7(b) is conditioned upon Seller’s furnishing Parent with a selling holder questionnaire in form and substance reasonably satisfactory to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementParent and its counsel.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale an Underwritten Offering of its shares of Common Stock (for its own account or for the account of any other Persons who have or have been granted registration rights, other than the Holders (a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), thenit will give written notice of such Piggyback Underwritten Offering to each Holder, for a period commencing on which notice shall include the Initial Exercise Date and terminating on the third (3rd) anniversary anticipated filing date of the Initial Exercise DateUnderwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). If such notice is delivered pursuant to this Section 2.4(a), each such Holder shall then have four Business Days (or two Business Days in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders and (i) in the case of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three Piggyback Underwritten Offering (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermorehave been granted registration rights, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementapplicable.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.5(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale an Underwritten Offering of its shares of Common Stock for its own account or for the account of any other Persons who have or have been granted registration rights (other than a registration statement “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to the Holders, which notice shall be held in strict confidence by the Holders and shall include the anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.5(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering); provided, that if the Piggyback Underwritten Offering is a bought or overnight Underwritten Offering and the Managing Underwriter advises the Company that the giving of notice pursuant to this Section 2.5(a) would adversely affect such offering, no such notice shall be required (and the Holders shall have no right to include Registrable Securities in such bought or overnight Underwritten Offering). If such notice is delivered pursuant to this Section 2.5(a), each Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would Holder received notice pursuant to this Section 2.5(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be inappropriatedisposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.5(c), thenthe Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by a Holder; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.5(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Dateany reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included Holders participating in such offeringPiggyback Underwritten Offering (which such Holders will hold in strict confidence) and (i) in the case of a determination not to proceed, the intended method(s) shall be relieved of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer its obligation to the holders of Warrant Shares include any Registrable Securities in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three Piggyback Underwritten Offering (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermorehave been granted registration rights, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementapplicable.

Piggyback Registration Rights. To If at any time Savvis proposes to register any of its Common Stock under the extent Securities Act for sale to the Company does not maintain an effective registration statement public, whether for its own account or for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale account of its shares of Common Stock other security holders or both (other than a registration statement on Form S-4 or S-8, Form S-8 promulgated under the Securities Act (or on another form, any successor forms thereto) or in another context, in which such “piggyback” registration would be inappropriateany other form not available for registering the Restricted Stock for sale to the public), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall it will give written notice (each such notice a "Piggyback Notice") at such time to each Investor of its intention to do so. Upon the written request of any Investor, given within 30 days after receipt by such proposed filing holder of the Piggyback Notice, to the holders register any of Warrant Shares as soon as practicable but in no event less than five its Restricted Stock (5) business days before the anticipated filing date, which notice request shall describe state the amount and type of securities Restricted Stock to be included in such offering, so registered and the intended method(s) method of distributiondisposition thereof), and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall Savvis will use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Restricted Stock, as to permit the Warrant Shares requested which registration shall have been so requested, to be included in a Piggyback Registration the securities to be covered by the registration statement proposed to be filed by Savvis, all to the extent requisite to permit the sale or other disposition by such Investor (in accordance with its written request) of such Restricted Stock so registered; provided, nothing herein shall prevent Savvis from abandoning or delaying such registration at any time. In the event that any registration referred to in this paragraph (d) shall be, in whole or in part, an underwritten public offering of Common Stock of Savvis, any request by an Investor pursuant to this paragraph (d) to register Restricted Stock shall specify either that (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Savvis Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Common Stock in reasonably similar securities circumstances. The number of the Company and to permit the sale or other disposition shares of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company Restricted Stock to be included in such an underwritten offering may be reduced (x) if the stockholder or stockholders of Savvis requesting to have shares of Restricted Stock included in a registration contemplated by this Section 3(d) are Investors, pro rata among the requesting Investors based upon the number of shares of Restricted Stock so requested to be registered or (y) if stockholders of Savvis other than Investors also request to have their shares of Common Stock included in a registration contemplated by this Section 3(d), pro rata among all the requesting stockholders based upon the number of shares of Common Stock of Savvis so requested to be registered, if and to the extent that the managing underwriter of such offering shall be of the good faith opinion that such inclusion would adversely affect the marketing (including, without limitation, the offering price) of the securities to be sold by Savvis therein, or by the other security holders for whose benefit the registration statement timely or the Company may elect to exclude such holder from the registration statementstatements has been filed.

Piggyback Registration Rights. To the extent Other than in connection with a registration on Form S-8 or S-4, or any successor or similar form, relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company does not maintain or in connection with a direct or indirect or indirect acquisition by the Company of another Person or an exchange offer or similar transaction, if at any time the Company, including if the Company qualifies as a Well-Known Seasoned Issuer, proposes to file (i) a prospectus supplement to an effective registration statement for the Warrant Shares and in the further event that the Company files Shelf Registration Statement (other than pursuant to a Takedown Request), or (ii) a registration statement with other than a Shelf Registration Statement for a delayed or continuous offering pursuant to Rule 415 under the Securities and Exchange Commission covering Act, in either case, for the sale of its shares of Common Stock (other than for its own account, to an underwriter on a registration statement on Form S-4 or S-8, or on another form, firm commitment basis for reoffering to the public or in another contexta “bought deal” or “registered direct offering” with one or more investment banks (collectively, in which such a “piggyback” registration would be inappropriatePiggyback Underwritten Offering”), thenthen as soon as practicable but not less than fourteen (14) days prior to the filing of (A) any preliminary prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the Securities Act, for a period commencing on (B) any prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the Initial Exercise Date and terminating on Securities Act (if no preliminary prospectus supplement is used) or (C) such Shelf Registration Statement, as the third (3rd) anniversary of the Initial Exercise Datecase may be, the Company shall give written notice of such proposed filing Piggyback Underwritten Offering to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount Stockholders 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback RegistrationNotice”) shall offer the Stockholders the opportunity to include in such Piggyback Underwritten Offering such number of Registrable Shares as each such Stockholder may request in writing. Each such Stockholder shall then have ten (10) days after receiving such notice to request in writing to the Company inclusion of Registrable Shares in the Piggyback Underwritten Offering (a “Piggyback Request”), except that such Stockholder shall have two (2) Business Days after such Stockholder receives such Piggyback Notice to request inclusion of Registrable Shares in the Piggyback Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. The Upon receipt of any such request for inclusion from a Stockholder (a “Piggyback Requesting Stockholder”) received within the specified time period, the Company shall cause such Warrant Shares to be included in such registration and shall use its best commercially reasonable efforts to cause effect the managing underwriter or underwriters registration in any registration statement of a proposed underwritten offering to permit any of the Warrant Stockholders’ Registrable Shares requested to be included in a Piggyback Registration on the same terms and conditions as set forth in this Agreement. Notwithstanding anything in this Section 2.2 to the contrary, if at the time a demand for registration is made under this Section 2.2 there is a Registration Statement on file pursuant to which the Piggyback Requesting Stockholder shall be entitled to dispose of all its Registrable Shares (including any similar securities of Shelf Registration Statement on Form S-3), then the Company and Company’s obligations with respect to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters Stockholder under this Section 2.2 shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementdeemed satisfied.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files (a) If at any time Parent proposes to file a registration statement with under the Securities and Exchange Commission covering Act with respect to an Underwritten Offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the sale account of its shares stockholders of Common Stock (Parent on a form that would permit registration of Registrable Securities, other than a registration statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Stockholders, (iii) for an offering of debt that is convertible into equity securities of Parent, (iv) for a dividend reinvestment plan or (v) on Form S-4 or S-8S-4, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company then Parent shall give written notice of such proposed filing to all of the holders of Warrant Shares Stockholders as soon as practicable but in no event not less than five ten (510) business days before the anticipated filing datedate of such 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 Underwriter or underwritersUnderwriters, if any, of the in such offering, and (B) offer to all of the holders of Warrant Shares in such notice Stockholders the opportunity to register the sale of such number of Warrant Shares Registrable Securities as such holders Stockholders may request in writing within three five (35) business days following after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Stockholders within one (1) Business Day after the delivery of any such notice by Parent) (such Registration a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause Registration”); provided, however, that if Parent has been advised by the managing underwriter or underwriters Underwriter(s) that the inclusion of a proposed underwritten offering to permit Registrable Securities for sale for the Warrant Shares requested to be included in a Piggyback Registration benefit of the Stockholders will have an adverse effect on the same terms and conditions as any similar securities price, timing or distribution of the Company and to permit Common Stock in the sale or other disposition of such Warrant Shares in accordance with the intended method(sUnderwritten Offering, then (A) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to if no Registrable Securities can be included in the registration statement timely Underwritten Offering in the opinion of the managing Underwriter(s), Parent shall not be required to offer such opportunity to the Stockholders or (B) if any Registrable Securities can be included in the Company may elect Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to exclude such holder from be offered for the registration statementaccounts of Stockholders shall be determined based on the provisions of this Section 3.03.

Piggyback Registration Rights. To If the Company shall determine to register for sale for cash any of its securities, for its own account or for the account of others (other than the Consultant), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files securities owned or to be owned by such consultants could be registered on Form S-8), (ii) a registration statement with the relating solely to a Securities and Exchange Commission covering the sale of its shares of Common Stock (other than Act Rule 145 transaction or a registration statement on Form S-4 in connection with a merger, acquisition, divestiture, reorganization or S-8similar event, or (iii) in connection with any offering involving an underwriting of securities to be issued by the Company, the managing underwriter shall prohibit the inclusion of securities by selling holders (and not only Consultant) in such registration statement or shall impose a limitation on another formthe number of securities which may be included in any such registration statement because, or in another contextits judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is (1) imposed pro rata with respect to all securities whose holders have a contractual piggyback rights to include such securities in the registration statement and as to which inclusion has been requested pursuant to such rights and (2) there is first excluded from such registration statement all securities sought to be included therein by (A) any holder thereof not having any such contractual piggyback registration rights, and (B) any holder thereof having contractual piggyback registration rights subordinate and junior to the Shares, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, case the Company shall then be obligated to include in such registration statement only such limited portion of the Shares as the Consultant has requested inclusion hereunder as is determined in accordance with foregoing. The Company shall promptly give to the Consultant written notice of its intent to file any such proposed filing non-excluded registration statement not less than ten (10) calendar days prior to the holders filing date thereof, and shall include in such registration all of Warrant the Shares as soon as practicable but specified in no event less than a written request delivered by the Consultant to the Company within five (5) business calendar days before after receipt of such written notice from the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offeringCompany. However, the intended method(s) of distributionCompany may, and without the name consent of the proposed managing underwriter Consultant, withdraw such registration statement prior to it becoming effective if the Company or underwriters, if any, of relevant selling stockholders have elected to abandon the offering, and offer to the holders of Warrant Shares in such notice the opportunity proposal to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares securities proposed to be included in such registration and shall use its best efforts to cause registered thereby. For the managing underwriter or underwriters avoidance of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities doubt, all of the Company and Shares issued or issuable to permit the sale or other disposition of such Warrant Shares Consultant pursuant to this Agreement will be registered in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested S- 1 statement filed by the Company to be included Company’s in the registration statement timely or the Company may elect to exclude such holder from the registration statementconnection with its IPO.

Piggyback Registration Rights. To the extent the The Company does not maintain an effective registration statement for the Warrant Shares covenants and in the further event that the Company files a registration statement agrees with the Underwriter and any other Holders or subsequent Holders of the Registrable Securities and Exchange Commission covering that if, at any time within the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date one (1) year and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than ending five (5) business days before years after the anticipated filing dateEffective Date, which notice shall describe it proposes to file a new registration statement with respect to the amount public sale of Common Stock for cash (other than in connection with an offering to the Company's employees, an acquisition, merger or similar transaction, an employee benefit plan, an exchange offer or a dividend reinvestment plan) under the Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities and type of securities the registration form to be included in such offeringused may be used for registration of the Registrable Securities, the intended method(sCompany will give written notice at least thirty (30) days prior to such filing to the Holders of Warrants or Registrable Securities (regardless whether some of the Holders have theretofore availed themselves of the right provided in Section 10(a) of distribution, and this Agreement) at the name addresses appearing on the records of the proposed managing underwriter or underwriters, if any, Company of the offering, its intention to file a registration statement and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall will use its best efforts to cause include in such registration statement any of the managing underwriter Registrable Securities, subject to clauses (i) and (ii) of this paragraph (b), such number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after notice by the Company. All registrations requested pursuant to this paragraph (b) are referred to herein as "Piggyback Registrations." All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the Company's expense, except for the Holders' Expenses, which respective portion shall be paid by each Holder. If the securities or underwriters blue sky laws of a any jurisdiction in which the securities are proposed underwritten offering to permit the Warrant Shares requested to be included offered would require the Holder's payment of greater registration expenses than those otherwise required by this Section 10 and if the Company shall determine, in a Piggyback Registration on good faith, that the same terms and conditions as any similar offering of such securities in such jurisdiction is necessary for the successful consummation of the Company and registered offering, then the Holder shall either agree to permit pay such Holder's portion of the sale registration expenses required by the securities or other disposition blue sky laws of such Warrant Shares jurisdiction or withdraw his request for inclusion of his Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementregistration.

Piggyback Registration Rights. To the extent If, at any time, the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files proposes to file a registration statement with under the Securities and Exchange Commission covering the sale of its shares of Common Stock (Act, other than a registration statement on Form S-4 relating solely to employee benefit plans or S-8Rule 145 transactions, or on another form, or in another context, in which such with respect to an underwritten offering for its own account of any class of securities of the Company (a “piggyback” registration would be inappropriateRegistration Statement”), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Datethen each such time, the Company shall give written notice of such proposed filing intention to the holders of Warrant Shares as soon as practicable but in no event less than file a Registration Statement (a “Piggyback Notice”) to each Purchaser at least five (5) business days before the anticipated filing date, which notice . The Piggyback Notice shall describe the amount and type number of securities shares to be included in such offering, registered and the intended method(s) method of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, distribution and offer to the holders of Warrant Shares in such notice each Purchaser the opportunity to register pursuant to such Registration Statement such shares purchased under this Agreement and held by such Purchaser (the sale of such number of Warrant Shares “Registrable Shares”) as such holders Purchaser may request in writing to the Company within three five (35) business days following receipt of such notice after the date Investor first received the Piggyback Notice (a “Piggyback Registration”). The Piggyback Registration rights shall be subject ratably to potential underwriter’s limitations set forth herein. The Company shall cause take all reasonable steps to include in the Registration Statement the Registrable Shares which the Company has been so requested to register by such Warrant Shares Purchaser. The Company shall be entitled to be included in such registration and shall use suspend or withdraw a Registration Statement prior to its best efforts to cause becoming effective. If the managing underwriter with respect to such an offering advises the Company in writing that the inclusion of all or underwriters any portion of a proposed underwritten offering to permit the Warrant Registrable Shares which such Purchaser has requested to be included in a Piggyback the Registration on Statement would materially jeopardize the same success of the offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares which the underwriter advises the Company in writing may be sold without materially jeopardizing the offering which cutback shall be pro rata with any other Purchasers. If such Purchaser disapproves of the terms and conditions as of any similar securities of such underwriting such Purchaser may elect to withdraw its Registrable Shares from it by written notice to the Company and the underwriter. Such Purchaser also agrees that it and Subsidiary shall be subject to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as any lock-up agreements reasonably requested by a managing underwriter so long as the Company shares held by the Company’s largest shareholder are also subject to a similar lock-up agreement. The Company shall not grant registration rights to any other holder or prospective holder of its securities in connection with a private placement of the Company’s securities unless, (i) all shares held by Purchaser by operation of this Agreement are, at the time of such private placement, included on a Registration Statement, or (ii) the Company agrees, in connection with such private placement, to grant such Purchaser the right to include on the Registration Statement a collective total number of such Purchaser’s Registrable Shares equal to one half of the number of shares to be included in registered on behalf of the registration statement timely other holder or the Company may elect to exclude such holder from the registration statementprospective holder.

Piggyback Registration Rights. To (a) Subject to Section 2.02(b) and Section 2.05, if at any time or from time to time following the extent Lock-up Period, the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files proposes to file a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement (1) on Form S-4 or S-8Form S-8 or any similar successor forms or another form used for a purpose similar to the intended use for such forms, (2) a Shelf Registration Statement required under the terms of the Warrant Agreement or (3) the PIPE Resale Shelf, for the sale of Common Shares for its own account, or on another formfor the benefit of the holders of its Common Shares (other than pursuant to Section 2.03)) in an underwritten or other registered public offering (a “Piggyback Underwritten Offering”), then as soon as reasonably practicable, but not less than 10 Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the 1933 Act, (y) any prospectus supplement relating to such Piggyback Underwritten Offering pursuant to Rule 424(b) under the 1933 Act (if no preliminary prospectus supplement is used), other than, in the case of clause (x) or (y), any preliminary prospectus supplement or prospectus supplement relating to a registration statement for which notice was previously given, or in another context(z) such registration statement, in which such “piggyback” registration would be inappropriate), then, for a period commencing on as the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Datecase may be, the Company shall give written notice of such proposed filing Piggyback Underwritten Offering to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which Holders and such notice shall describe offer 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, of the offering, and offer to the holders of Warrant Shares in such notice Holders the opportunity to register the sale of include in such Piggyback Underwritten Offering such number of Warrant Registrable Shares as each such holders Holder may request. Each such Holder shall have 5 Business Days after receiving such notice to request in writing within three (3) business days following to the Company inclusion of Registrable Shares in the Piggyback Underwritten Offering. Upon receipt of any such notice request for inclusion from a Holder received within the specified time (each, a “Piggyback RegistrationHolder”). The , the Company shall cause such Warrant Shares to be included in such registration and shall use its reasonable best efforts to cause effect the managing underwriter or underwriters registration in any registration statement described in this Section 2.02(a) of a proposed underwritten offering to permit the Warrant such Registrable Shares requested to be included in a Piggyback Registration on the same terms and conditions set forth in this Agreement. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Prior to the launch of any Piggyback Underwritten Offering, any Holder shall have the right to withdraw its request for inclusion of its Registrable Shares in any registration statement pursuant to this Section 2.02(a) by giving written notice to the Company, which withdrawal shall be irrevocable and, following which withdrawal, such Holder shall no longer have any right to include Registrable Shares in the Piggyback Underwritten Offering as any similar securities to which such withdrawal was made. No registration of Registrable Shares effected under this Section 2.02 shall relieve the Company and of its obligations to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the effect any registration statement timely or the Company may elect to exclude such holder from the registration statementupon demand under Section 2.03.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale an Underwritten Offering of its shares of Common Stock for its own account or for the account of any other Persons who have or have been granted registration rights, other than the Holders (a “Piggyback Underwritten Offering”), it will give written notice of such Piggyback Underwritten Offering to each Holder (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriateany Opt-Out Holder), then, for a period commencing on which notice shall include the Initial Exercise Date and terminating on the third (3rd) anniversary anticipated filing date of the Initial Exercise DateUnderwritten Offering Filing and, if known, the number of shares of Common Stock that are proposed to be included in such Piggyback Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five (5) Business Days before the filing of the Underwritten Offering Filing or two (2) Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). If such notice is delivered to the Holder pursuant to this Section 2.4(a), each such Holder shall then have four (4) Business Days (or one (1) Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Piggyback Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggybacking Holder”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Piggyback Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Piggyback Underwritten Offering all Registrable Securities that the Company has been so requested to include by the Piggybacking Holders; provided, however, that if, at any time after giving written notice of a proposed Piggyback Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to proceed with or to delay such Piggyback Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggybacking Holders and (i) in the case of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three Piggyback Underwritten Offering (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermorehave been granted registration rights, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementapplicable.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for a Company Underwritten Offering of shares of Company Common Stock for its own account (a “Company Underwritten Offering”), it will give written notice of such Company Underwritten Offering to each Blackstone Holder, which notice shall be held in strict confidence by such Blackstone Holders and shall include the Warrant Shares anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Company Common Stock that are proposed to be included in such Company Underwritten Offering, and of such Blackstone Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). Each such Blackstone Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Blackstone Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Company Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Blackstone Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Blackstone Holder making such request, a “Piggyback Blackstone Holders”). If no request for inclusion from a Blackstone Holder is received within such period, such Blackstone Holder shall have no further event right to participate in such Company Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Company Underwritten Offering all Registrable Securities that the Company files has been so requested to include by the Piggyback Blackstone Holders; provided, however, that if, at any time after giving written notice of a proposed Company Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement rights, as applicable, shall determine for any reason not to proceed with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which to delay such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise DateCompany Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggyback Blackstone Holders (which such Blackstone Holders will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three Company Underwritten Offering (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Company Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermorehave been granted registration rights, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementapplicable.

Piggyback Registration Rights. To the extent 8.1 If the Company does not maintain an effective registration statement for determines to proceed with the Warrant Shares preparation and in filing with the further event that the Company files SEC of a registration statement with (the Securities and Exchange Commission covering "Registration Statement") relating to an offering for its own account or the sale account of others under the 1933 Act of any of its shares of Common Stock (common shares, other than a registration statement on Form S-4 or S-8, Form S-8 (each as promulgated under the 0000 Xxx) or on another form, its then equivalents relating to equity securities issuable in connection with stock option or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Dateother employee benefit plans, the Company shall send to the Subscriber written notice of such determination and, if within thirty (30) days after receipt of such notice, the Subscriber shall so request in writing, the Company will cause the registration under the 1933 Act of the Conversion Shares and or the Warrant Shares (the "Registrable Securities"), provided that if at any time after giving written notice of its intention to register any of its common shares 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 common shares, the Company may, at its election, give written notice of such proposed filing determination to the holders Subscriber and, thereupon, (i) in the case of Warrant a determination not to register, shall be relieved of its obligation to register the Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering the Registrable Securities for the same period as the delay in registering such other common shares. The Company shall include in such registration statement all or any part of the Registrable Securities provided however that the Company shall not be required to register any Shares as soon as practicable but that are eligible for sale pursuant to Rule 144(k) of the 1933 Act. Notwithstanding any other provision in no event less than five (5) business days before this Section 8, if the anticipated filing dateCompany receives a comment from the SEC which effectively results in the Company having to reduce the number of Registrable Securities included on such Registration Statement, which notice shall describe then the amount and type Company may, in its sole discretion, reduce on a pro rata basis the number of securities Registrable 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementStatement.

Piggyback Registration Rights. To (i) In the extent event that the Company, including if the Company does not maintain qualifies as a well-known seasoned issuer (within the meaning of Rule 405 under the Securities Act) (a “WKSI”), proposes to file (i) a prospectus supplement to an effective shelf registration statement (a “Shelf Registration Statement”), or (ii) a registration statement, other than a shelf registration statement for the Warrant Shares and in the further event that the Company files a registration statement with delayed or continuous offering pursuant to Rule 415 under the Securities and Exchange Commission covering Act, in either case, for the sale of its shares of New Common Stock (for its own account, or for the benefit of the holders of any of its securities other than the Holders, to an underwriter on a registration statement on Form S-4 or S-8, or on another form, firm commitment basis for reoffering to the public or in another contexta “bought deal” or “registered direct offering” with one or more investment banks (collectively, in which such a “piggyback” registration would be inappropriatePiggyback Takedown”), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall at each such time give prompt written notice (the “Piggyback Notice”) to each Holder of the Registrable Securities of its intention to effect such Piggyback Takedown. Upon the written request of any Holder made within 5 Business Days after receipt of the Piggyback Notice by such Holder (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition of such proposed filing Registrable Securities), subject to the holders other provisions of Warrant Shares this Agreement, the Company shall include in such Piggyback Takedown all Registrable Securities (of the same class of New Common Stock as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities is proposed to be included registered in such offering, the intended method(sPiggyback Takedown) of distribution, and which the name of Company has been so requested to register; provided that the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares only be required to be included in effect such registration and shall use its best efforts with respect to cause any Holder if the managing underwriter or underwriters of Demand Holder has made a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities written request of the Company and to permit the sale or other disposition effect a registration of such Warrant Shares Registrable Securities in accordance with this sentence. Notwithstanding anything to the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement contrary contained in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermorethis Section 1(g), each holder must provide such information as reasonably requested by the Company shall not be required to be included in proceed with any Piggyback Takedown incidental to the registration statement timely of any of its securities on Forms S-4 or the Company may elect to exclude such holder from S-8 (or any similar or successor form providing for the registration statementof securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans) or any other form that would not be available for registration of Registrable Securities.

Piggyback Registration Rights. To the extent (a) Subject to Section 2.4(c), if the Company does not maintain at any time proposes to file an effective registration statement Underwritten Offering Filing for a Company Underwritten Offering of shares of Company Common Stock for its own account (a “Company Underwritten Offering”), it will give written notice of such Company Underwritten Offering to each Holder, which notice shall be held in strict confidence by such Holders and shall include the Warrant Shares anticipated filing date of the Underwritten Offering Filing and, if known, the number of shares of Company Common Stock that are proposed to be included in such Company Underwritten Offering, and of such Holders’ rights under this Section 2.4(a). Such notice shall be given promptly (and in any event at least five Business Days before the filing of the Underwritten Offering Filing or two Business Days before the filing of the Underwritten Offering Filing in connection with a bought or overnight Underwritten Offering). Each such Holder shall then have four Business Days (or one Business Day in the case of a bought or overnight Underwritten Offering) after the date on which the Holders received notice pursuant to this Section 2.4(a) to request inclusion of Registrable Securities in the Company Underwritten Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and such other information as is reasonably required to effect the inclusion of such Registrable Securities) (any such Holder making such request, a “Piggyback Holders”). If no request for inclusion from a Holder is received within such period, such Holder shall have no further event right to participate in such Company Underwritten Offering. Subject to Section 2.4(c), the Company shall use its commercially reasonable efforts to include in the Company Underwritten Offering all Registrable Securities that the Company files has been so requested to include by the Piggyback Holders; provided, however, that if, at any time after giving written notice of a proposed Company Underwritten Offering pursuant to this Section 2.4(a) and prior to the execution of an underwriting agreement with respect thereto, the Company or such other Persons who have or have been granted registration statement rights, as applicable, shall determine for any reason not to proceed with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which to delay such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise DateCompany Underwritten Offering, the Company shall give written notice of such proposed filing determination to the holders Piggyback Holders (which such Holders will hold in strict confidence) and (i) in the case of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing datea determination not to proceed, which notice shall describe the amount and type be relieved of securities its obligation to be included include any Registrable Securities in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three Company Underwritten Offering (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as but not from any similar securities obligation of the Company to pay the Registration Expenses in connection therewith), and (ii) in the case of a determination to permit delay, shall be permitted to delay inclusion of any Registrable Securities for the sale same period as the delay in including the shares of Company Common Stock to be sold for the Company’s account or other disposition for the account of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter other Persons who have or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermorehave been granted registration rights, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementapplicable.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock Shares (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third second (3rd2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five ten (510) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within three five (35) business days following after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To If at any time while Seller holds the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files HEI Shares, HEI proposes to file on its behalf and/or on behalf of any other holder of shares of HEI common stock a registration statement with under the Securities and Exchange Commission covering the sale Act to register an offering of its shares of Common Stock (HEI common stock on any form under the Securities Act, other than a registration statement on Form S-4 or S-8, S-8 (or on another any successor form, or in another context, in which such “piggyback” registration would be inappropriate), then, ) for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included offered in a transaction of the type referred to in Rule 145 under the Securities Act or to be offered to employees of or consultants to HEI, it shall include in such offeringregistration statement, at the request of the Seller, all or any part of the HEI Shares, and register such HEI Shares under any applicable state securities laws. Notwithstanding the foregoing, if the registration statement involves an underwritten offering and the managing underwriter advises HEI in writing that, in its opinion, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares shares requested to be included in such registration exceeds the number which can be sold in such offering within an acceptable price range, HEI will include in such registration, to the extent of the number which HEI is so advised can be sold in such offering, first, securities of HEI that HEI proposes to sell and shall use its best efforts to cause second, securities of HEI held by other persons, including the managing underwriter or underwriters of a Seller, having registration rights proposed underwritten offering to permit the Warrant Shares requested to be included in such registration, pro rata among such holders. HEI shall pay all fees and expenses in connection with a Piggyback Registration on registration described in this Section 8, except that the same terms Seller shall pay for any fees, discounts and conditions as commissions of any similar securities underwriter applicable to the HEI Shares to be sold in such offering. The rights of the Company Seller under Sections 7 and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested 8 hereof may be assigned by the Company Seller to be included in any transferee of the registration statement timely or the Company may elect to exclude such holder from the registration statementHEI Shares.

Piggyback Registration Rights. To the extent If the Company does not maintain an effective registration statement for at any time proposes to register any securities (whether pursuant to the Warrant Shares and in the further event that exercise of Demand Registration rights by a Stockholder of the Company files a registration statement with or at the initiative of the Company) under the Securities and Exchange Commission covering the sale of its shares of Common Stock Act (other than the Closing Shares Registration Statement solely as provided in Section 2.1) in connection with a public offering of such securities for cash, whether for its own account or for the account of other securityholders, and the form of registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” to be used may be used for the registration would be inappropriate), then, for a period commencing on of Registrable Securities held by the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise DateStockholders, the Company shall give prompt written notice of such proposed its intention to do to each Stockholder at least fifteen (15) Business Days prior to filing any registration statement, and the Stockholders (“Piggyback Stockholders”), may, by written notice to the holders of Warrant Company, request that any or all Registrable Securities not otherwise registered pursuant to a Registration Statement (other than the Closing Shares Registration Statement solely as soon as practicable but provided in no event less than five (5Section 2.1) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, proposed registration of securities by the intended method(s) of distribution, and Company under the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice Securities Act (a “Piggyback Registration”). The Company Upon the written request of any such Piggyback Stockholder, made within ten (10) Business Days following the receipt of any such written notice (which request shall cause such Warrant Shares specify the maximum number of Registrable Securities intended to be included in disposed of by such registration Piggyback Stockholder and shall the intended method of distribution thereof), the Company shall, subject to this Section 2.3, use its reasonable best efforts to cause all such Registrable Securities, the managing underwriter or underwriters Piggyback Stockholders of a proposed underwritten offering to permit which have so requested the Warrant Shares requested registration thereof, to be included in a Piggyback Registration on registered under the same terms and conditions as any similar Securities Act with the securities of which the Company and at the time proposes to register to permit the sale or other disposition of such Warrant Shares by the Piggyback Stockholders (in accordance with the intended method(s) method of distribution thereof. All holders ) of Warrant Shares proposing the Registrable Securities to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form be so registered, including, if necessary, by filing with the underwriter SEC a post-effective amendment or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested a supplement to the registration statement filed by the Company to be included in the registration statement timely or the prospectus related thereto. There is no limitation on the number of such Piggyback Registrations pursuant to the preceding sentence which the Company may elect is obligated to exclude such holder from effect. No registration of Registrable Securities effected under this Section 2.3 shall relieve the registration statementCompany of its obligations to effect Demand Registrations under Section 2.2 hereof.

Piggyback Registration Rights. To the extent If the Company does not maintain an effective registration statement at any time from the date of the issuance of the Option through the Expiration Date, proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the Warrant Shares account of other security holders or both (except with respect to registration statements on Forms S-4, S-8 and in any successor forxx xxxxxxo), each such time it will give written notice to such effect to the further event that Optionee at least 30 days prior to such filing. Upon the written request of the Optionee received by the Company files a registration statement with within 20 days after the Securities and Exchange Commission covering giving of any such notice by the sale Company to register any of its shares of Common Stock, the Company will cause the shares of Common Stock (other than a as to which registration statement on Form S-4 or S-8, or on another form, or shall have been so requested to be Included in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offeringcovered by the registration statement proposed to be filed by the Company, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer all to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and extent required to permit the sale or other disposition by the Optionee of such Warrant Shares shares of Common Stock so registered. Notwithstanding the foregoing, in accordance with the intended method(s) event that any registration pursuant to this Section 7 shall be, in whole or in part, an underwritten public offering of distribution thereof. All holders Common Stock, the number of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company shares of Common Stock to be included in such an underwriting may be reduced (pro rata among the requesting Optionees) and the other selling stockholders (based upon the number of shares of Common Stock requested to be registered by them) if and to the extent that the managing underwriter shall be of the good faith opinion that such inclusion would adversely affect the success of such an underwriting, provided, that such number of shares of Common Stock shall not be reduced if any shares of Common Stock are to be included in such underwriting for the account of any person other than the Company or requesting Optionees of shares of Common Stock. In the event of such a reduction, the Company agrees to file a registration statement timely or for the resale of the shares underlying this Option not included in such underwritten offering within ninety (90) days of the date that the underwritten offering is declared effective by the Securities and Exchange Commission. Notwithstanding the foregoing provisions, the Company may elect withdraw any registration statement referred to exclude such holder from in this Section 7 without thereby incurring any liability to the registration statementOptionees of shares of Common Stock.

Piggyback Registration Rights. To the extent (a) If the Company does not maintain proposes at any time or from time to time to sell shares of any Common Stock for its own account or the account of any other Person in an effective registration statement for the Warrant Shares and in the further event that the Company files underwritten public offering pursuant to a registration statement with under the Securities and Exchange Commission covering Act, the sale Company shall give written notice to the Holder, as soon as practicable but in no event fewer than fifteen (15) days before the anticipated filing of its shares of Common Stock a registration statement (a “Piggyback Registration Statement”) related to such underwritten public offering (other than a registration statement on Form S-4 or S-8, Form S-8 under the Securities Act or on another form, or in another context, in which such “piggyback” registration would be inappropriateany successor forms thereto), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing underwritten public offering to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing dateHolder, which and such notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice Holder the opportunity to register the sale of include in such underwritten public offering such number of Warrant Shares as such holders Holder may request request. At any time during the period in writing which the Warrants are exercisable, within three ten (310) business days following after receipt of such notice (a “Piggyback Registration”)notice, the Holder shall have the right by notifying the Company in writing to require the Company to include in the registration statement relating to such underwritten public offering such number of Warrant Shares as such Holder may request. The Company shall cause such Warrant Shares to be included in such registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed such underwritten public offering to permit the Warrant Shares requested to be included in a Piggyback Registration Statement to be included on the same terms and conditions as any similar securities of the Company Common Stock or any other security included therein and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) method of distribution thereof. All holders The Holder shall have the right to withdraw its request for inclusion of its Warrant Shares proposing in any such registration statement pursuant to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested this Section 3 by giving written notice to the Company of its request to withdraw prior to the time that the Company has printed for public distribution a preliminary prospectus with respect to such registration statement, provided, however, that a Withdrawal Election shall be included irrevocable and, after making a Withdrawal Election (as defined below), the Holder shall no longer have any right to include Warrant Shares in the registration statement timely or the Company may elect as to exclude which such holder from the registration statementWithdrawal Election was made.

Piggyback Registration Rights. To the extent (a) At any time the Company does proposes to file a Registration Statement to register Common Stock under the Securities Act (other than pursuant to Sections 2.1 or 2.2), or to conduct an Underwritten Offering from an existing Shelf Registration Statement, whether or not maintain an effective registration statement for its own account (other than pursuant to a Registration Statement on Form S-4 or Form S-8 or any similar or successor form under the Securities Act) or for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale account of its shares of Common Stock any person (other than a registration statement on Form S-4 Holder pursuant to Sections 2.1 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate2.2), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice thereof to each Holder at least 10 Business Days before such filing or the commencement of such proposed filing to the holders of Warrant Shares Underwritten Offering, as soon as practicable but in no event less than five (5) business days before the anticipated filing dateapplicable, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice offering each Holder the opportunity to register the sale of on such Registration Statement or including in such Underwritten Offering, as applicable, such number of Warrant Shares Registrable Securities as such holders Holder may request in writing within three (3) business days following receipt of not later than five Business Days after receiving such notice in writing from the Company (a “Piggyback Registration”). The Upon receipt by the Company shall cause of any such Warrant Shares to be included in such registration and request, the Company shall use its best commercially reasonable efforts to, or in the case of an Underwritten Offering, use its commercially reasonable efforts to cause the managing underwriter Underwriters to, include such Registrable Securities in such Registration Statement (or underwriters in a separate Registration Statement concurrently filed) and to cause such Registration Statement to become effective with respect to such Registrable Securities. If no request for inclusion from a Holder is received by the Company within the deadlines specified above, such Holder shall have no further right to participate in such Piggyback Registration. Notwithstanding the foregoing, if at any time after giving written notice of a proposed underwritten offering registration in accordance with the first sentence of this paragraph (a) and before the effectiveness of the Registration Statement described in such notice, the Company determines for any reason either not to permit effect such registration or to delay such registration, the Warrant Shares requested Company may, at its election, by delivery of written notice to be included each Holder exercising its rights to Piggyback Registration, (i) in the case of a determination not to effect registration, relieve itself of its obligation to effect a Piggyback Registration of the Registrable Securities in connection with such registration or (ii) in the case of a determination to delay registration, delay the Piggyback Registration of such Registrable Securities of the Holders for the same period as the delay in the registration of such other Registrable Securities; provided, that in the case of any such termination, withdrawal or delay, all expenses incurred in connection with such Piggyback Registration shall be borne entirely by the Company as set forth in Section 2.9. If any Holder requests inclusion in a registration pursuant to this Section 2.3, which Holder may, at any time before the effective date of the Registration Statement relating to such registration, revoke such request by delivering written notice of such revocation to the Company; provided, however, that if the Company, in consultation with its financial and legal advisors, determines that such revocation would materially delay the registration or otherwise require a recirculation of the prospectus contained in the Registration Statement, then such Holder shall have no right to so revoke his, her, or its request. The Company shall keep the Holder reasonably informed as to the status or expected timing of the launch of any Public Offering registered pursuant to any such Piggyback Registration. No registration of Registrable Securities effected under this Section 2.3 shall relieve the Company of its obligations to effect any Demand Registration pursuant to Section 2.1 or Shelf Registration pursuant to Section 2.2. The rights of Holders with respect to a Piggyback Registration shall be subject to Suspension Periods, as provided in Section 2.5. To the extent an Underwritten Offering is made under any such Registration Statement, all Holders exercising their right to Piggyback Registration must sell their Registrable Securities to the Underwriters selected as provided in Section 2.7(f) on the same terms and conditions as any similar securities of apply to the Company and to permit the sale or other disposition of securityholders selling in such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementUnderwritten Offering.

Piggyback Registration Rights. To (a) In addition to the extent demand right of registration described in Section 7 hereof, the Purchaser shall have the right to include the Registrable Securities as part of any other registration of securities filed by the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with under Securities Act (including, but not limited to, registration statements relating to secondary offerings of securities of the Securities and Exchange Commission covering the sale of its shares of Common Stock Company but excluding any registration statements (other than a registration statement i) on Form S-4 or S-8S-8 (or any successor or substantially similar form), or on another formof any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or in another contexta dividend reinvestment plan, in which such “piggyback” (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested required to be included in a Piggyback Registration on registration statement covering the same terms and conditions as any similar securities resale of the Registrable Securities). In the event the Purchaser desires to include in any such registration statement all or any part of the Registrable Securities held by the Purchaser, the Purchaser shall within fifteen (15) days after the above-described notice from the Company, so notify the Company and to permit in writing, including the sale or other disposition number of such Warrant Shares Registrable Securities that the Purchaser wishes to include in accordance with such registration statement. If the intended method(s) Purchaser decides not to include all of distribution thereof. All holders its Registrable Securities in any registration statement thereafter filed by the Company, and Rule 144 under the Securities Act remains unavailable for the resale of Warrant Shares proposing such Registrable Securities, the Purchaser shall continue to distribute their securities through a Piggyback Registration that involves an underwriter have the right to include any Registrable Securities in any subsequent registration statement or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information registration statements as reasonably requested may be filed by the Company until the Purchasers have sold all of the Registrable Securities held by them. The Company shall bear all fees and expenses attendant to be included registering the Registrable Securities pursuant to Section 8 hereof, but the Purchasers shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Purchasers to represent them in connection with the registration statement timely or sale of the Company may elect to exclude such holder from the registration statementRegistrable Securities.

Piggyback Registration Rights. To If at any time after the extent date hereof the Company does not maintain an effective registration statement for shall determine to register under the Warrant Shares and in the further event that Securities Act (including pursuant to a demand of any security holder of the Company files a exercising registration statement with the Securities and Exchange Commission covering the sale rights) any of its shares of Common Stock (other than a except pursuant to the registration statement on Form S-4 or S-8S-3 filed with the SEC on April 30, or on another form, or in another context, in which such “piggyback” registration would be inappropriate1999 (file No. 333-77443), thensecurities to be issued solely in connection with any acquisition of any entity or business, shares issuable solely pursuant to employee benefit plans eligible for a period commencing registration on the Initial Exercise Date SEC Form S-8 or shares to be registered on any registration form that does not permit secondary sales), it shall send to each Lender and terminating on the third (3rd) anniversary to each of the Initial Exercise DateWarrant Holder(s) written notice of such determination at least thirty (30) days prior to each such filing and, if within twenty (20) days after receipt of such notice, any Warrant Holder shall so request in writing, the Company shall give written notice use its best efforts to include in such registration statement (to the extent permitted by applicable regulation) all or any part of the Warrant Shares (collectively referred to in this SECTION 6 as "REGISTRABLE SECURITIES") that such proposed filing Warrant Holder requests to be registered, provided, however, 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 limitation on the amount of Registrable Securities included in any such registration statement, then, to the extent that any Registrable Securities remain available for registration after the underwriter's cutback, the Company shall be obligated to include in such registration statement with respect to each Warrant Holder requesting inclusion only the product of : (i) the number of Registrable Securities with respect to which such Warrant Holder has requested inclusion hereunder and (ii) such Warrant Holder's pro rata share of the sum of all Registrable Securities permitted to be registered and all other securities of the Company, the holders of Warrant Shares which Registrable Securities and other securities have requested that such securities be registered. Any Registrable Securities which are included in any underwritten offering under this SECTION 6(A) shall be sold upon such terms as soon as practicable the managing underwriters shall reasonably request but in no any event shall be upon terms not less favorable than five (5) business days before those upon which any other selling security holder shall sell any of its securities. If any Warrant Holder disapproves of the anticipated filing dateterms of such underwriting, which such Warrant Holder may elect to withdraw therefrom by written notice shall describe to the amount and type of securities to be included in such offering, the intended method(s) of distribution, Company and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”)underwriter. The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering (the "COMPANY UNDERWRITER") to permit the Warrant Shares Holders who have requested to be included participate in a Piggyback Registration the registration for such offering to 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 Warrant Holders that the total amount or kind of securities which they, the Company and any other Persons intend to permit include in such offering (the sale "TOTAL SECURITIES") is sufficiently large so as to prevent the Company from effecting a successful offering of the Total Securities, then the amount or other disposition kind of such Warrant Shares in accordance with securities to be offered for the intended method(s) account of distribution thereof. All holders any members of Warrant Shares proposing management shall be reduced pro rata to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter, and if the amount or kind of Total Securities is still sufficiently large so as to prevent the Company from effecting a successful offering of the Total Securities, then the amount or kind of securities to be included in offered for the account of the Warrant Holders and any other Persons shall be reduced pro rata to the extent necessary to reduce the Total Securities to the amount recommended by the Company Underwriter. Notwithstanding the provisions of this SECTION 6(A), the Company shall have the right, at any time after it shall have given written notice pursuant to this SECTION 6(A) (irrespective of whether a written request for inclusion of Registrable Securities shall have been made), to elect not to file any such proposed registration statement timely or to withdraw the Company may elect same after the filing and prior to exclude the effective date thereof whether or not any Warrant Holder has elected to include securities in such holder from the registration statementregistration.

Piggyback Registration Rights. To the extent (i) Whenever the Company does not maintain an effective registration statement for proposes to register the Warrant Shares offer and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its any shares of its Common Stock under the 1933 Act (other than a registration (i) pursuant to a registration statement on Form S-4 S-8 (or S-8, other registration solely relating to an offering or on another form, sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement in another context, existence as of the date hereof) or (ii) in which such “piggyback” registration would be inappropriateconnection with any dividend or distribution reinvestment or similar plan), then, whether for a period commencing on its own account or for the Initial Exercise Date and terminating on the third (3rd) anniversary account of one or more stockholders of the Initial Exercise DateCompany (other than Buyer pursuant to this Agreement and Grand Decade Developments Limited, the Company shall give written notice of such proposed filing but only to the holders extent such registration is effectuated pursuant to the registration rights agreement dated as of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, date hereof between Grand Decade Developments Limited and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3Company) business days following receipt of such notice (a “Piggyback Registration”). The , the Company shall cause give prompt written notice (in any event at least 15 days prior to the filing of a Registration Statement) to Buyer of its intention to effect such Warrant Shares a registration, and such notice shall offer Buyer the opportunity to be included in such registration and by notifying the Company in writing within 10 days. Subject to the provisions of this Section 2(e), the Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares include in such registration all Registrable Securities requested by Buyer to be included in a therein. If any Piggyback Registration on pursuant to which Buyer has registered the same terms offer and conditions as any similar securities sale of Registrable Securities is conducted using a Shelf Registration Statement (a “Piggyback Shelf Registration Statement”), Buyer shall have the Company right, but not the obligation, to be notified of and to permit the sale or other disposition of such Warrant Shares participate in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for any offering under such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementShelf Registration Statement (a “Piggyback Shelf Takedown”).

Piggyback Registration Rights. To (i) If, at any time commencing after the extent date of this Subscription Agreement and expiring five (5) years thereafter, the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files proposes to file a registration statement with or statements under the Securities and Exchange Commission covering Act for the public sale of its shares of the Company's Class A Common Stock Stock, no par value (the "Common Stock"), for cash (other than in connection with a merger or pursuant to Form X-0, Xxxx X-0 or comparable registration statement on Form S-4 or S-8statement) it will give written notice, or on another format least thirty (30) days prior to the filing of each such registration statement, or to the undersigned of its intention to do so. If the undersigned notifies the Company in another context, in which writing within ten (10) business days after receipt of any such “piggyback” registration would be inappropriate), then, for a period commencing on notice of its desire to include the Initial Exercise Date and terminating on the third (3rd) anniversary shares of the Initial Exercise DateCommon Stock, which may be issued upon conversion of the Shares (the "Common Shares") in such proposed registration statement, the Company shall give written notice of such proposed filing to afford the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice undersigned the opportunity to register have the sale Common Shares registered under such registration statement; provided, however, that in the case of an underwritten offering, if the Company notifies the undersigned in writing that the managing underwriter of such offering has notified the Company that the inclusion in the registration statement of any portion of the Common Shares would have an adverse effect on such underwritten offering, then the managing underwriter may limit the number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Common Shares to be included in such registration statement only to the extent necessary to avoid such adverse effect; provided, further, however, that in the event any shares of Common Stock issued pursuant to any of the securities issued in the Company's initial public offering ("IPO Securities") are to be included in such underwritten offering, and shall use its best efforts to cause the managing underwriter shall have determined to limit the number of Common Shares or underwriters IPO Securities to be so included, then such limitation shall be applied to The Common Shares and the IPO Securities, pro rata based on the number of a proposed underwritten offering to permit the Warrant Common Shares and IPO Securities requested to be included in a Piggyback Registration on such underwritten offering; and provided, further, however that in the same terms and conditions as any similar event securities of the Company and to permit the sale Company, other than IPO Securities, held by any person or entity other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by than the Company or the undersigned ( "Third Party Securities") are to be included in such underwritten offering, and the registration statement timely managing underwriter shall have determined to limit the number of Common Stock, IPO Securities or Third Party Securities to be so included, then such limitation shall be applied to the Common Shares, the IPO Securities and the Third Party Securities, based on the number of Common Shares, IPO Securities and Third Party Securities requested to be included in such underwritten offering so that the amount of Third Party Securities are reduced by a percentage which is twice as great as the percentage which the Common Shares and the IPO Securities are reduced. Notwithstanding the provisions of this Section VI(a)(i), the Company may shall have the right at any time after it shall have given written notice pursuant to this Section VI(a)(i) (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to exclude file any such holder from proposed registration statements or to withdraw the registration statementsame after the filing but prior to the effective date thereof.

Piggyback Registration Rights. To the extent (a) If at any time the Company does not maintain an effective proposes to file any registration statement for (a “Registration Statement”) under the Warrant Shares and in Securities Act of 1933, as amended (the further event that “Securities Act”), with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company files a registration statement with for its own account or for shareholders of the Securities Company for their account (or by the Company and Exchange Commission covering by shareholders of the sale of its shares of Common Stock (Company), other than a registration statement Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, (ii) for a period commencing on the Initial Exercise Date and terminating on the third dividend reinvestment plan or (3rdiii) anniversary of the Initial Exercise Datein connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Warrant Shares Holder as soon as practicable but in no event less than five ten (510) business days before the anticipated filing datedate of the Registration Statement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Warrant Shares Holder in such notice the opportunity to register the sale of such number of Warrant Shares (the “Registrable Securities”) as such holders the Holder may request in writing within three (3) business days following receipt of such notice (a “Piggyback Piggy-Back Registration”). The Company shall cause such Warrant Shares Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Registrable Securities requested to be included in a Piggyback Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares The Holder proposing to distribute their its securities through a Piggyback Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Piggy-Back Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To the extent the Company does not maintain If at any time Chauncey ----------------------------- decides to make a Qualified Public Offering, other than an effective initial public offering, and proposes to file a registration statement for the Warrant Shares public sale of any shares of Chauncey Common Stock, Chauncey shall, not later than thirty (30) days prior to the initial filing of the registration statement, deliver notice of its intent to file such registration statement to Sylvan, setting forth the minimum and maximum proposed offering price, commissions, and discounts in connection with the further event that the Company files offering, and other relevant information. Within twenty (20) days after receipt of notice of Chauncey's intent to file a registration statement, Sylvan shall be entitled to request the inclusion in such registration statement with the Securities and Exchange Commission covering the sale of its shares any or all of Chauncey Common Stock owned by Sylvan (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate"Sylvan Registrable Securities"), then, for a period commencing on . Chauncey will use commercially reasonable efforts to cause the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities Sylvan Registrable Securities to be included in the offering covered by such offeringregistration statement; provided, however, that if -------- ------- the Qualified Public Offering involves an underwriting, the intended method(s) right of distribution, Sylvan to have the Sylvan Registrable Securities included in the Qualified Public Offering under this Article 5 shall be conditioned on Sylvan's participation in the underwriting and the name inclusion of the proposed managing underwriter or underwriters, if any, of Sylvan Registrable Securities in the offering, and offer underwriting to the holders of Warrant Shares extent provided in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”)this Article 5. The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance In this case, Sylvan shall, together with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall Chauncey, enter into an underwriting agreement in customary form with the underwriter or underwriters selected for by Chauncey. Notwithstanding any other provisions of this Article 5, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, or in the event that the offering is not being underwritten, Chauncey determines in good faith that marketing factors require a limitation on the number of shares to be offered, the number of shares to be offered in the Qualified Public Offering shall not exceed such Piggyback Registration. Furthermore, each holder must provide such information as reasonably limitation and if the total number of the shares proposed to be registered by Chauncey and the Sylvan Registrable Securities requested by the Company to be included as provided above exceeds such limitation, Chauncey shall be entitled to include in the registration statement timely or offering the Company may elect full amount of shares to exclude such holder from be sold on its behalf and Sylvan shall be entitled to sell up to the registration statementremaining balance of the limitation in proportion, as nearly as practicable, to the respective amounts of Sylvan Registrable Shares at the time of the Qualified Public Offering.

Piggyback Registration Rights. To the extent the Company does not maintain an effective registration statement for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third second (3rd2nd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five ten (510) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of shares of Warrant Shares as such holders may request in writing within three five (35) business days following after receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statement.

Piggyback Registration Rights. To At any time during the extent term of this Agreement that shares of Registrable Common remain outstanding, if TNDE proposes to register any Common Stock under the Company does not maintain Securities Act for a public offering for cash, other than a registration relating to an effective registration statement for Exempt Offering, TNDE will give DH prompt written notice of its intent to do so (a "Registration Notice") at least 45 days prior to the Warrant Shares and in filing of the further event that the Company files a related registration statement with the Securities Commission. Such notice shall specify the approximate date on which TNDE proposes to file such registration statement and Exchange Commission covering shall set forth the sale maximum number of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or which TNDE intends to register in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following . Upon receipt of such notice (a “Piggyback Registration”). The Company Registration Notice, DH shall cause such Warrant Shares be entitled to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration participate on the same terms and conditions as any similar securities of TNDE in the Company public offering to which such Registration Notice relates and to permit offer and sell shares of Registrable Common therein to the sale or other disposition extent provided in this Section 2. DH shall notify TNDE of its desire to participate in such Warrant Shares offering no later than thirty days following the Registration Notice, which notice shall state the aggregate number of shares of Registrable Common that DH then desires to sell in accordance with the intended method(s) of distribution thereofoffering. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an TNDE shall select in its sole discretion, any managing underwriter or underwriters to administer such offering, and shall enter into an determine in its sole discretion the offering price and underwriting agreement discount or commission. If DH desires to participate in customary form with such public offering, DH may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by TNDE to be included therein. If the lead managing underwriter or underwriters selected by TNDE for a public offering (or, if the offering is not underwritten, a financial advisor to TNDE) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in such Piggyback Registration. Furthermoreoffering and notifies DH in writing to that effect, each holder must provide such information as reasonably requested by the Company to there shall be included in the offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, believes will not jeopardize the success of the offering. In this regard, priority in registration statement timely or the Company may elect shall be determined in accordance with Section 6 hereof. No registration effected under this Section 2 shall relieve TNDE of its obligation to exclude such holder from the effect any registration statementupon request under Section 3, nor shall any registration under this section 2 be deemed to have been effected under Section 3.

Piggyback Registration Rights. To Each time that Synagro proposes to register any Common Stock for its own account under the extent Securities Act for a public offering for cash, other than a registration relating to the Company does not maintain offering or issuance of shares in connection with (i) employee compensation or benefit plans or (ii) one or more acquisition transactions under a Registration Statement on Form S-4 or Form S-1 under the Securities Act (or a successor to Form S-4 or Form S-1) (any such offering or issuance being an effective registration statement for "Exempt Offering"), Synagro will give the Warrant Shares and in Stockholder written notice of its intent to do so (a "Registration Notice") at least 20 days prior to the further event that filing of the Company files a related registration statement with the Securities Commission. Such notice shall specify the approximate date on which Synagro proposes to file such registration statement and Exchange Commission covering shall contain a statement that the sale Stockholder is entitled to participate in such offering and shall set forth the number of its shares of Registrable Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on that represents the Initial Exercise Date and terminating on the third (3rd) anniversary best estimate of the Initial Exercise Datelead managing underwriter (or if not known or applicable, Synagro) that will be available for sale by the Stockholder in the proposed offering. If Synagro shall have delivered a Registration Notice, the Company Stockholder shall give written notice of such proposed filing be entitled to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall 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, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration participate on the same terms and conditions as any similar securities Synagro in the public offering to which the Registration Notice relates (except that the underwriter shall have no over-subscription rights on the Registrable Common) and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2. The Stockholder shall notify Synagro no later than ten days following receipt of the Company and Registration Notice of the aggregate number of shares of Registrable Common that the Stockholder then desires to permit sell in the sale or other disposition offering. The Stockholder may include shares of Registrable Common in the registration statement relating to the offering, to the extent that the inclusion of such Warrant Shares shares shall not reduce the number of shares of Common Stock to be offered and sold by Synagro to be included therein. If the lead managing underwriter selected by Synagro for a public offering (or, if the offering is not underwritten, a financial advisor to Synagro) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in accordance with such offering, there shall be included in the intended method(s) offering only that number of distribution thereof. All holders shares of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. FurthermoreRegistrable Common, each holder must provide such information as reasonably if any, requested by the Company to be included in the registration statement timely offering that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering; and provided, however, that to the extent the lead managing underwriter, or the Company may elect financial advisor limits the number of Shares of Registerable Common to exclude be offered and sold in an offering, the Registrable Common to be included in such holder from the registration statementoffering shall be included on a pro rata basis with other holders having comparable rights under agreements similar to this Agreement.

Piggyback Registration Rights. To IDM covenants and agrees with Optionee that commencing six (6) months after the extent date hereof and at any time thereafter during the Company does not maintain an effective registration statement for term of the Warrant Shares and in the further event that the Company files Option, it proposes to file a registration statement with the Securities and Exchange Commission covering the sale respect to any class of its shares of Common Stock equity or equity-related security (other than in connection with an offering to the Company's employees or in connection with an acquisition, merger or similar transaction) under the Securities Act of 1933, as amended, in a primary registration on behalf of IDM and/or in a secondary registration on behalf of holders of such securities and the registration form to be used may be used for registration of the Registrable Securities, IDM will give prompt written notice (which in the case of a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” pursuant to the exercise of demand registration would rights shall be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third within ten (3rd10) anniversary business days after IDM's receipt of the Initial Exercise Date, the Company shall give written notice of such proposed filing exercise and, in any event, after IDM's receipt of notice of such exercise and, in any event, shall be at least thirty (30) days prior to such filing) to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before Registrable Securities at the anticipated filing date, which notice shall describe addresses appearing on the amount records of IDM of its intention to file a registration statement and type of securities will offer to be included include in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of registration statement such number of Warrant Shares as such holders may request Registrable Securities with respect to which IDM has received written requests for inclusion therein within ten (10) days after the giving of notice by IDM, subject to the right of IDM to exclude from the registration statement some or all of the Registrable Securities if, and only if, IDM has been advised in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included by any underwriter named in any such registration and shall use its best efforts to cause statement that the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities distribution of the Company and to permit the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably Registrable Securities requested by the Company to be included in the registration statement would materially adversely affect the distribution of securities by IDM contemplated by such registration statement. All registrations requested pursuant to this Section 4 will be made solely at IDM's expense, other than discounts or commissions relating to the sale of the Registrable Securities and fees, if any, of counsel for the holder of the Registrable Securities. This Section is not applicable to a registration statement filed by IDM on Forms S-4 or S-8 or any successor forms. IDM's obligations under this Section 4 shall be conditioned upon a timely receipt by IDM in writing of: (i) information as to the terms of such public offering furnished by or the Company on behalf of each holder of Registrable Securities intending to make a public offering of his, her or its Registrable Securities, and (ii) such other information as IDM may elect to exclude reasonably require from such holder from the holders, or any underwriter for any of them, for inclusion in such registration statement.

Piggyback Registration Rights. To At any time within two years following Closing Date, whenever Pentegra proposes to register any Pentegra Common Stock for its own or others' account under the extent Securities Act for a public offering for cash, other than a registration relating to (i) employee benefit plans, or (ii) issuance of shares in connection with one or more acquisition transactions under a Registration Statement on Form S-4 (or a successor to Form S-4 adopted by the Company does not maintain an effective registration statement for SEC), Pentegra will give each Stockholder prompt written notice of its intent to do so (a "Registration Notice") at least thirty (30) days prior to the Warrant Shares and in filing of the further event that the Company files a related registration statement with the Securities SEC. Such notice shall specify the approximate date on which Pentegra proposes to file such registration statement and Exchange Commission covering shall contain a statement that each Stockholder is entitled to participate in such offering and shall set forth the sale number of its shares of Registrable Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on as hereinafter defined) that represents the Initial Exercise Date and terminating on the third (3rd) anniversary best estimate of the Initial Exercise Datelead managing underwriter (or if not known or applicable, the Company shall give written notice of such proposed filing to Pentegra) that will be available for sale by the holders of Warrant Shares as soon as practicable but Registrable Common in no event less than five (5) business days before the anticipated filing date, which notice shall 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 underwritersoffering. If Pentegra shall have delivered a Registration Notice, if any, of the offering, and offer each Stockholder shall be entitled to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested to be included in a Piggyback Registration participate on the same terms and conditions as any similar securities Pentegra in the public offering to which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this SECTION 1. Each Stockholder desiring to participate in such offering shall notify Pentegra no later than twenty (20) days following receipt of the Company and Registration Notice of the aggregate number of shares of Registrable Common that such Stockholder then desires to permit sell in the sale or other disposition offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such Warrant Shares shares shall not reduce the number of shares of Pentegra Common Stock to be offered and sold by Pentegra to be included therein. If the lead managing underwriter selected by Pentegra for a public offering (or, if the offering is not underwritten, a financial advisor to Pentegra) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters such offering, there shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the Company case may elect be, reasonably and in good faith believes will not jeopardize the success of the offering, provided that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to exclude be offered and sold as aforesaid and so notifies Pentegra in writing, the number of shares of Registrable Common to be offered and sold by Stockholders desiring to participate in the offering shall be allocated among such holder from the registration statementStockholders on a pro rata basis, based on their holdings of Registrable Common.

Piggyback Registration Rights. To (a) If, after the extent Effective Time, Parent proposes to register any shares of Parent Common Stock for itself or any of its shareholders (the Company does not maintain an effective registration statement for shareholders at such time being the Warrant Shares and in the further event that the Company files a registration statement with "Existing Holders") under the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than Act on a registration statement Registration Statement on Form S-4 S-1, Form S-2 or S-8, Form S-3 (or on another form, or an equivalent general registration form then in another context, in which such “piggyback” registration would be inappropriateeffect), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise Date, the Company Parent shall give written notice of such proposed filing proposal to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business Significant Shareholders at least 10 days before the anticipated filing date, which . Such notice shall describe specify the amount number of shares of Parent Common Stock proposed to be registered, the proposed filing date of such Registration Statement, any proposed means of distribution of such shares and type the proposed managing underwriter, if any. Subject to Section 5.16(b), upon the written request of securities any Significant Shareholder, given within 10 days after the receipt of any such written notice by facsimile confirmed by mail (which request shall specify the shares of Parent Common Stock intended to be disposed of by the Significant Shareholder), Parent shall use commercially reasonable efforts to include in the Registration Statement the shares of Parent Common Stock referred to in the Significant Shareholder's request; provided, however, that if such Registration Statement relates to a Public Offering, then any participation in such Public Offering by the Significant Shareholder shall be on substantially the same terms as the Parent's (or its other shareholders') participation therein; and provided further that the number of shares of Parent Common Stock to be included in any such offering, Public Offering shall not exceed the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such maximum number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares to be included in such registration and shall use its best efforts to cause that the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares requested such Public Offering considers in its reasonable commercial judgment to be included appropriate based on market conditions and other relevant factors (the "Maximum Number"). A Significant Shareholder shall have the right to withdraw a request to include shares of Parent Common Stock in a Piggyback Registration on any Public Offering pursuant to this Section 5.16 by giving written notice to Parent of its election to withdraw such request at least five business days prior to the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition proposed effective date of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect to exclude such holder from the registration statementStatement.

Piggyback Registration Rights. To the extent If the Company does proposes to register any of its securities under the Securities Act other than (a) under employee compensation or benefit programs, (b) an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company, or (c) securities to be issued in a transaction described in Rule 145(a) promulgated under the Securities Act, whether or not maintain an effective for sale for its own account, and the registration statement form to be used may be used for the Warrant Shares and in the further event that the Company files a registration statement with the Securities and Exchange Commission covering the sale of its shares of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary of the Initial Exercise DateRegistrable Securities, the Company shall will give prompt written notice to Holders of Registrable Securities of its intention to effect such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount a registration and type of securities to be included will include in such offering, registration all Registrable Securities with respect to which the intended method(s) of distribution, and Company has received written requests for inclusion therein within 15 days after the name receipt of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such Company's notice (a “Piggyback Registration”"PIGGYBACK REGISTRATION"). The Company shall cause such Warrant Shares to be included in such registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Registrable Securities requested to be included in a Piggyback Registration the registration statement (or registration statements) for such offering to be included therein on the same terms and conditions as any similar securities of the Company and to permit included therein. Notwithstanding the foregoing, if the Company gives notice of such a proposed registration, the total number of Registrable Securities which shall be included in such registration shall be reduced pro rata (on the basis of the estimated proceeds from the sale or other disposition thereof) to such number, if any, as in the reasonable opinion of the managing underwriters of such Warrant Shares in accordance with offering would not adversely affect the intended method(s) marketability or offering price of distribution thereof. All holders all of Warrant Shares proposing the securities proposed to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermore, each holder must provide such information as reasonably requested be offered by the Company in such offering; provided however, that (i) if such Piggyback Registration is incident to a primary registration on behalf of the Company, the securities to be included in the registration statement timely (or registration statements) for any Person other than the Holders, the Bargx Xxxders (if the Bargx Xxxders have exercised their rights under Section 3 of the Bargx Xxxeement) and the Company may elect shall be first reduced prior to exclude any such holder from pro rata reduction and (ii) if such Piggyback Registration is incident to a secondary registration on behalf of holders of securities of the Company, the securities to be included in the registration statementstatement (or registration statements) for any Person not exercising "demand" registration rights other than the Holders and the Bargx Xxxders (if the Bargx Xxxders have exercised their rights under Section 3 of the Bargx Xxxeement) shall be first reduced prior to any such pro rata reduction; provided, further, that if (1) the Holders have made a request under this Section 3 and the Bargx Xxxders have made a request under Section 3 of the Bargx Xxxeement and (2) all of the Registrable Securities of the Holders and all of the Bargx Xxxurities of the Bargx Xxxders cannot be included in the registration statement(s) under the terms of such sections, the total number of Registrable Securities of the Holders and the Bargx Xxxurities of the Bargx Xxxders which shall be included in such registration shall be reduced pro rata to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities proposed to be offered by the Company in such offering. Subject to any applicable underwriting agreement, any Holder of Registrable Securities may withdraw at any time any Registrable Securities registered under this Section 3. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 2.

Piggyback Registration Rights. To (a) The Company shall advise the extent Holder by adequate written notice prior to the filing of a newly filed Registration Statement under the Securities Act (excluding registration on Forms S-8, S-4, or any successor forms thereto, and excluding the amendment of any registration statement filed by the Company does not maintain an effective registration statement for with the Warrant Shares SEC prior to the Closing), covering securities of the Company to be offered and sold by the Company or other holders of the Company's securities and shall, upon the request of the Holder given at least ten (10) business days prior to the filing of such Registration Statement, include in any such Registration Statement such information as may be required to permit a public offering of the Restricted Stock. The Holder shall furnish such information as may be reasonably requested by the Company in order to include such Restricted Stock in the further Registration Statement. In the event that the Company files a any registration statement with the Securities and Exchange Commission covering the sale of its shares pursuant to this Paragraph 2 shall be, in whole or in part, an underwritten public offering of Common Stock (other than a registration statement on Form S-4 or S-8, or on another form, or in another context, in which such “piggyback” registration would be inappropriate), then, for a period commencing on the Initial Exercise Date and terminating on the third (3rd) anniversary behalf of the Initial Exercise Date, the Company shall give written notice of such proposed filing to the holders of Warrant Shares as soon as practicable but in no event less than five (5) business days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distributionCompany, and the name of managing underwriters advise the proposed managing underwriter or underwriters, if any, of Company in writing that in their opinion the offering, and offer to the holders of Warrant Shares in such notice the opportunity to register the sale of such number of Warrant Shares as such holders may request in writing within three (3) business days following receipt of such notice (a “Piggyback Registration”). The Company shall cause such Warrant Shares securities requested to be included in such registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company, the Company shall include in such registration (i) first, the securities the Company proposes to sell, and shall use its best efforts to cause (ii) second, the managing underwriter or underwriters of a proposed underwritten offering to permit the Warrant Shares Restricted Stock and any other registerable securities eligible and requested to be included in a Piggyback Registration such registration to the extent that the number of shares to be registered will not, in the opinion of the managing underwriters, adversely affect the offering of the securities pursuant to clause (i), pro rata among the holders of such registerable securities, including the Holder of the Restricted Stock, on the same terms and conditions as any similar securities basis of the Company and to permit number of shares eligible for registration which are owned by all such holders. Notwithstanding the sale or other disposition of such Warrant Shares in accordance with the intended method(s) of distribution thereof. All holders of Warrant Shares proposing to distribute their securities through a Piggyback Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Registration. Furthermoreforegoing, each holder must provide such information as reasonably requested by the Company to be included in the registration statement timely or the Company may elect withdraw any registration statement referred to exclude such holder from in this Paragraph 2 without thereby incurring liability to the registration statementholders of the Restricted Stock.