Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. (a) If the Company proposes to register any shares of Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Piggyback Registration Rights. (a) If For the five year period commencing the date hereof, the Company proposes shall advise the Holder of the Note or the Note Shares by written notice at least thirty (30) days prior to register the filing of any shares of Common Stock registration statement under the Act (other than a registration (A) statement on Form S-4, Form S-8 or S-4 or any successor or subsequent similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan covering securities of the Company or (C) in connection with a direct or indirect acquisition by and will upon the Company request of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies)such holder, whether or not for sale for its own account, 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 the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in any such registration statement such number of Registrable Securities information as the Investors may request. Upon the written request of an 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 Investors), 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 the Investors, to the extent requisite required to permit the disposition a public offering of the Registrable Securities to be so registeredNote Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the Holder that the inclusion in the offering of securities being sold by the Holder would adversely affect the ability of the Company to complete the public offering (A) and other selling stockholders, if such registration involves a Public Offeringany, are similarly advised), then the Investors must sell their Registrable Securities number of Note Shares to be registered by the Holder shall be reduced pro rata to the underwriters on extent necessary to reduce the same terms and conditions as apply amount of securities to be included in the offering to the Company and amount recommended by the managing underwriters. The Holder hereby further agrees not to make any sales of the securities so included for a period of one hundred eighty (B180) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to six (6) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement filed in connection with such registration, effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall determine supply prospectuses, qualify the Note Shares for any reason not to register sale in such Registrable Securities, states as the Company Holder reasonably requests and furnish indemnification in the manner as set forth in of this Article 2. Such holder shall give written notice to furnish information and indemnification in the Investors and, thereupon, shall be relieved manner set forth in of its obligation to register any Registrable Securities in connection with such registrationthis Article 2.

Piggyback Registration Rights. (a) 12.1 If the Company proposes determines to register any shares proceed with the preparation and filing with the SEC of Common Stock (other than a registration statement (A) on Form S-8 or S-4 or any successor or similar forms, (Bthe "Registration Statement") relating to Common Stock an offering for its own account or the account of others under the 1933 Act of any of its common shares, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or its then equivalents relating to equity securities issuable upon exercise of employee or consultant share options or in connection with any stock option or other employee benefit or similar plan of plans, the Company or (C) in connection with a direct or indirect acquisition by shall send to the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt Subscriber written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to the Investorsdetermination and, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an Investor made if within 10 thirty (30) days after the receipt of notice from such notice, the Company (which Subscriber shall so request shall specify the number of Registrable Securities intended to be disposed of by such Investors)in writing, the Company will use its best efforts to effect cause the registration under the Securities 1933 Act of all Registrable Securities that the Company has been so requested to register by Shares and the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company Warrant Shares and (B) ifthe "Registrable Securities"), provided that if at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 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 Registrable Securitiescommon shares, the Company shall may, at its election, give written notice of such determination to the Investors Subscriber and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any 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 that are eligible for sale pursuant to Rule 144(k) of the 1933 Act. Notwithstanding any other provision in this Section 12, if the Company 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, then the Company may, in its sole discretion, reduce on a pro rata basis the number of Registrable Securities to be included in such Registration Statement.

Piggyback Registration Rights. (a) If at any time following the Company proposes to register date hereof, there is not an effective registration statement registering for resale the Underlying Shares, including for the avoidance of doubt, any shares of Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee the Warrant following the Uplisting Date (as defined in the Note), and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or consultant share options 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 employee benefit acquisition of any entity or similar plan of the Company business or (C) equity securities issuable in connection with a direct stock option or indirect acquisition by other employee benefit plans, then the Company of another Person or any transaction with respect shall send to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt Purchaser written notice at least 20 of such determination and, if within five calendar days prior to after receipt of such notice, the anticipated filing date of Purchaser shall so request in writing, the registration statement relating to such registration to the Investors, which notice Company shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement all or any part of such number Common Stock the Purchaser requests to be registered, subject to (i) customary underwriter cutbacks applicable to all holders of Registrable Securities registration rights, (ii) the applicable terms of such registration rights, and (iii) Purchaser timely providing the information reasonably requested by it for inclusion in the registration statement. For the avoidance of doubt, until such time as the Investors may request. Upon Purchaser is eligible to sell all of its Common Stock issuable upon conversion of the written request of an Investor made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended Note pursuant to be disposed of by such Investors)Rule 144, the Common Stock will be included in any underwritten public offering of equity securities initiated by the Company, subject to limitation based on the discretion of the underwriter of such offering. The Company will use its best efforts to effect the pay all registration under the Securities Act costs and related expenses of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the each registration statement filed in connection with accordance herewith, and the Holder will pay the underwriting discount and allowance of such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice offering applicable to the Investors and, thereupon, shall be relieved sale of its obligation to register any Registrable Securities in connection with such registrationCommon Stock.

Piggyback Registration Rights. (a) If 9.1 The Company shall notify the Company proposes Purchaser in writing at least 15 days prior to register the filing of any shares of Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) statement under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (a) a registration statement relating to such any employee benefit plan, (b) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statement related to the Investorsissuance or resale of securities issued in such a transaction, which notice shall set forth such Investors’ rights under this Section 2.1 (c) a registration statement related to stock issued upon conversion of debt securities, (d) a registration on any registration form that does not permit secondary sales, or (e) a registration on any form that does not include substantially the same information as would need to be included in a registration statement covering the sale of the Registrable Securities, and shall offer the Investors the opportunity use its commercially reasonable efforts to include in such registration statement all or part of such number of Registrable Securities as requested to be included in such registration statement by the Investors may requestPurchaser. Upon If the written request Purchaser desires to include in any such registration statement all or any part of an Investor made the Registrable Securities, the Purchaser shall, within 10 ten days after the receipt of above-described notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors)Company, so notify the Company will use its best efforts to effect in writing. Such notice shall state the registration under the Securities Act intended method of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities. If the Purchaser decides not to include all of its Registrable Securities to be so registered; provided, however, that (A) if such in any registration involves a Public Offeringstatement thereafter filed by the Company, the Investors must sell their Registrable Securities Purchaser shall nevertheless continue to have the underwriters on the same terms and conditions as apply right to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register include any Registrable Securities in connection any subsequent registration statement or registration statements as may be filed by the Company with such registrationrespect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registration Rights. (a) If If, at any time after initial issuance date of this Warrant and for as long as this Warrant remains outstanding, the Company proposes shall determine to register 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 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 or on any additional registration statement to increase the number of shares of Common Stock (other than a registered for resale on the registration (A) statement on Form S-8 or S-4 or any successor or similar formsS-3 (File No. 333-187441), (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with shall deliver to each Holder a direct or indirect acquisition by written notice of such determination and if, within 15 Business Days after the Company date of another Person or any transaction with respect to which Rule 145 delivery of such notice, the Holder (or any permitted successor provisionor assign) under shall so request in writing, the Securities Act applies), whether or not for sale for its own account, 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 the Investors, which notice Company shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement all or any part of the Warrant Shares that such number of Registrable Securities as the Investors may request. Upon the written request of an Investor made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended Holder requests to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 5 that are eligible for resale without restriction pursuant to Rule 144 under the Securities Act (Aassuming that this Warrant is exercised by “cashless exercise” pursuant to Section 2(b) if such registration involves herein). In the case of inclusion in a Public Offeringfirm-commitment underwritten offering, the Investors Holder must sell their Registrable Securities to the underwriters its Warrant Shares on the same terms and conditions as apply set by the underwriters for shares of Common Stock to be sold for the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date account of the registration 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 the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationCompany.

Piggyback Registration Rights. (a) If For the eight year period commencing the date hereof, the Company proposes shall advise the Holder of the Note or the Note Shares by written notice at least two weeks prior to register the filing of any shares of Common Stock registration statement under the Act (other than a registration (A) statement on Form S-4, Form S-8 or S-4 or any successor or subsequent similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan covering securities of the Company or (C) in connection with a direct or indirect acquisition by and will upon the Company request of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies)such holder, whether or not for sale for its own account, 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 the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in any such registration statement such number of Registrable Securities information as the Investors may request. Upon the written request of an 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 Investors), 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 the Investors, to the extent requisite required to permit the disposition a public offering of the Registrable Securities to be so registeredNote Shares; provided, however, that if the registration statement relates to a public offering by the Company of its securities and the managing underwriters advise the Holder that the inclusion in the offering of securities being sold by the Holder would adversely affect the ability of the Company to complete the public offering (A) and other selling stockholders, if such registration involves a Public Offeringany, are similarly advised), then the Investors must sell their Registrable Securities number of Note Shares to be registered by the Holder shall be reduced pro rata to the underwriters on extent necessary to reduce the same terms and conditions as apply amount of securities to be included in the offering to the Company and amount recommended by the managing underwriters. The Holder hereby further agrees not to make any sales of the securities so included for a period of one hundred eighty (B180) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to days from the effective date of such registration statement. The Company shall keep such registration statement current for a period of up to six (6) months from the conclusion of such one hundred eighty (180) day period; provided, however, that the Company shall not be required to keep the registration statement filed in connection with such registration, effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall determine supply prospectuses, qualify the Note Shares for any reason not to register sale in such Registrable Securities, states as the Company Holder reasonably requests and furnish indemnification in the manner as set forth in of this Article 2. Such holder shall give written notice to furnish information and indemnification in the Investors and, thereupon, shall be relieved manner set forth in of its obligation to register any Registrable Securities in connection with such registrationthis Article 2.

Piggyback Registration Rights. (a) If At any time commencing six months following the IPO, if the Company proposes to register (whether proposed to be offered for sale by the Company or by any other Person) any shares of Common Stock capital stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar formscollectively, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision“Other Securities”) under the Securities Act applies)on a form and in a manner that would permit registration of the Registrable Securities for sale to the public under the Securities Act, each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with this Section 2.02. The Company will give prompt written notice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not for sale for its own accountsuch registration will be in connection with an underwritten offering, it will each such timeand if so, give prompt written notice at least 20 days prior to the anticipated filing date identity of the registration statement relating managing underwriter and whether such offering will be pursuant to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requesta “best efforts” or “firm commitment” underwriting). Upon the written request of an Investor made any Holder delivered to the Company within 10 15 days after the receipt of such notice from the Company shall have been received by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such InvestorsHolder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition Holders of the such Registrable Securities to be so registeredSecurities; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.that:

Piggyback Registration Rights. (ai) If Without limiting the Company obligations of Holdings pursuant to Section 2(a) above, until such date as the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission, if Holdings proposes to register any of its Holdings Common Stock or any other shares of Common Stock capital stock of Holdings under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Holdings Common Stock or any other shares of common stock of Holdings issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company Holdings or (C) in connection with a direct or indirect acquisition by the Company Holdings of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the Investors, which notice shall set forth such Investors’ ' rights under this Section 2.1 2(c) and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an Investor made within 10 days after the receipt of notice from the Company Holdings (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), the Company Holdings will use its best all reasonable commercial efforts to effect the registration under the Securities Act of all Registrable Securities that the Company Holdings has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company Holdings and (B) if, at any time after giving written notice of its intention to register any Registrable Securities Holdings Common Stock pursuant to this Section 2.1 2(b) and prior to the effective date of the registration statement filed in connection with such registration, the Company Holdings shall determine for any reason not to register such Registrable SecuritiesHoldings Common Stock, the Company Holdings shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company's obligations under this Section 2(b) shall terminate on the date that the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission. If a registration pursuant to this Section 2(b) involves a Public Offering and the managing underwriter thereof advises Holdings that, in its view, the number of shares of Holdings Common Stock, if any, or other shares of Holdings Common Stock that Holdings and the Investors intend to include in such registration exceeds the largest number of shares of Holdings Common Stock (including any other shares of Holdings Common Stock or warrants of Holdings) that can be sold without having a material adverse effect on such Public Offering (the "Maximum Offering Size"), Holdings will include in such registration only that number of shares of Holdings Common Stock which does not exceed the Maximum Offering Size, in the following order of priorities: (1) first, all securities Holdings proposes to sell for its own account, (2) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement by reason of demand registration rights, and (3) third, the securities requested to be registered by other holders of securities entitled to participate in the registration, drawn from them pro-rata based on the number of shares each has requested to be included in such registration and the Investors pursuant to this Exhibit C. If as a result of the proration provisions of this Section 2(b), the Investors are not entitled to include all such Registrable Securities in such registration, such Investors may elect to withdraw their request to include any Registrable Securities in such registration. Specifically, and not by way of limitation, all of the Registrable Securities shall be included in any Registration Statement filed by the Company on behalf of investors participating in the Private Placement. Notwithstanding the foregoing, Holdings shall have no obligations under this Section 2(b) hereof at any time that such Registrable Securities are the subject of an effective registration statement.

Piggyback Registration Rights. (aUntil such time as the Registrable Securities may be sold in accordance with Rule 144(b) If of the Commission under the Securities Act, if the Company at any time proposes to register file on its behalf and/or on behalf of any shares of Common Stock its security holders (the “Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration (A) statement on Form S-4 or S-8 or S-4 or any successor form or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with the Company’s employees pursuant to any employee benefit or similar plan plan, respectively) for the general registration of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction securities to be sold for cash with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own accountCommon Stock, it will each such time, give prompt written notice to the Registered Holder at least 20 ten (10) days prior to before the initial filing with the Commission of the registration statement (or, in the case of a registration statement that has already been filed with the Commission but has not yet been declared effective, within ten (10) days before the anticipated filing effective date of the registration statement relating to such registration to the Investorsstatement), which notice shall set forth such Investors’ rights under this Section 2.1 and the intended method of disposition of the securities that the Company proposes to register. The notice shall offer the Investors the opportunity to include in such registration statement such filing the aggregate number of Registrable Securities as the Investors Registered Holder may request. Upon the written request of an Investor made within 10 days after the receipt of notice from Nothing in this Section 5A shall preclude the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), the Company will use its best efforts to effect from discontinuing the registration of its securities being effected on its behalf under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, this Section 5A at any time after giving written notice of its intention to register and for any Registrable Securities pursuant to this Section 2.1 and prior to reason before the effective date of the registration statement filed relating thereto; but, in connection with such registrationthat event, the Company shall determine notify the Registered Holder of such discontinuation of the registration. The Registered Holder desiring to have Registrable Securities registered under this Section 5 A shall advise the Company in writing within five (5) days after the date of receipt of such offer from the Company, setting forth the amount of Registrable Securities for any reason not which registration is being requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to register the next sentence. If the managing underwriter or underwriters of the proposed public offering shall advise the Company in writing that, in their good faith opinion, the number of Registrable Securities to be included in such registration would materially and adversely affect the marketing or price of such securities to be sold, the Company will allocate the securities to be included in such registration in accordance with the following priority: (a) first, the securities to be included in such registration by the Company or the holder or holders initiating the registration and (b) next, the Registrable SecuritiesSecurities requested to be included in such registration by the Registered Holder. Except as otherwise provided in Section 5D, the Company shall give written notice bear all expenses of such registration. If any registration pursuant to this Section 5A is underwritten, the Investors Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the ten (10) day period before, and during the one hundred eighty (180) day period beginning on the closing date of each underwritten offering by the Company made pursuant to a registration statement filed pursuant to this Section 5A (except as part of such underwritten registration) plus the extension period that is requested by the managing underwriter or underwriters to address FINRA regulations regarding the publication of research whether or not the holder participates in such registration; and, thereuponexcept as may be required under agreements that the Company enters into before the date hereof, the Company shall be relieved cause each holder of its obligation privately placed Common Stock or Convertible Securities issued by it at any time on or after the date of this Warrant to register agree not to effect any Registrable public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A of the Commission under the Securities in connection with such registrationAct.

Piggyback Registration Rights. (a) If The Issuer covenants and agrees with any holder of the Company Warrants and Warrant Shares that if, at any time within the period commencing on the date hereof and ending on the date which is one year after the Expiration Date, it proposes to register file a registration statement with respect to any shares class of Common Stock equity or equity-related security (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating in connection with an offering to Common Stock issuable upon exercise of employee or consultant share options the Issuer's employees or in connection with any employee benefit an acquisition, merger or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provisiontransaction) under the Securities Act applies)in a primary registration on behalf of the Issuer 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 Warrant Shares, whether or not for sale for its own account, it the Issuer will each such time, give prompt written notice (which, in the case of a registration statement pursuant to the exercise of demand registration rights shall be within ten (10) business days after the Issuer's receipt of notice of such exercise and, in any event, shall be at least 20 30 days prior to such filing) to the anticipated filing date holders of Warrants and Warrant Shares at the addresses appearing on the records of the Issuer of its intention to file a registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall will offer the Investors the opportunity to include in such registration statement statement, subject to paragraphs i and ii of this Section 8(b) such number of Registrable Securities as Warrant Shares with respect to which the Investors may request. Upon the Issuer has received written request of an Investor made requests for inclusion therein within 10 twenty (20) days after the receipt giving of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities Issuer. All registrations requested pursuant to this Section 2.1 and prior 8(b) are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this Section 8 will be made solely at the effective date of the Issuer's expense. This Section is not applicable to a registration statement filed in connection with such registration, by the Company shall determine for Issuer on Forms S-4 or S-8 or any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationsuccessor forms.

Piggyback Registration Rights. (ai) If Without limiting the obligations of the Company pursuant to Section 2(a) above, until such date as the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission, if the Company proposes to register any of its Common Stock or any other shares of Common Stock common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock or any other shares of common stock of the Company issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 2(c) and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), the Company will use its best all reasonable commercial efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities Common Stock pursuant to this Section 2.1 2(b) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable SecuritiesCommon Stock, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company’s obligations under this Section 2(b) shall terminate on the date that the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission. (ii) If a registration pursuant to this Section 2(b) involves a Public Offering and the managing underwriter thereof advises the Company that, in its view, the number of shares of Common Stock, if any, or other shares of Common Stock that the Company and the Investors intend to include in such registration exceeds the largest number of shares of Common Stock (including any other shares of Common Stock or warrants of the Company) that can be sold without having a material adverse effect on such Public Offering (the “Maximum Offering Size”), the Company will include in such registration only that number of shares of Common Stock which does not exceed the Maximum Offering Size, in the following order of priorities: (1) first, all securities the Company proposes to sell for its own account, (2) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement by reason of demand registration rights, and (3) third, the securities requested to be registered by other holders of securities entitled to participate in the registration, drawn from them pro-rata based on the number of shares each has requested to be included in such registration and the Investors pursuant to this Exhibit III. If as a result of the proration provisions of this Section 2(b), the Investors are not entitled to include all such Registrable Securities in such registration, such Investors may elect to withdraw their request to include any Registrable Securities in such registration. Notwithstanding the foregoing, the Company shall have no obligations under this Section 2(b) hereof at any time that such Registrable Securities are the subject of an effective registration statement.

Piggyback Registration Rights. (a) If the Company Company, during the term of this Warrant, proposes to register any shares of Common Stock its securities under the Securities Act (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act or pursuant to registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own accountaccount or for the account of any holder or holders of its shares, it will the Company shall at each such time, time give prompt written notice at least 20 (but not less than thirty (30) days prior to the anticipated filing date of the registration statement relating to such registration effectiveness thereof) written notice to the Investorsholder of this Warrant and to its assignees, which if any, of its intention to do so. The holder of Warrant shall exercise the “piggy-back” rights provided herein by giving written notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an Investor made within 10 ten (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 any such Investorsnotice. Except as set forth in Section 4(ii), the Company will use its best reasonable commercial efforts to effect the registration under the Securities Act of all Registrable Securities that of the Warrant Shares which the Company has been so requested to register by the Investorssuch holder, to the extent requisite required to permit the disposition of the Registrable Securities Warrant Shares so to be so registered; provided, however, that (A) if by inclusion of such Warrant Shares in the registration involves a Public Offering, statement which covers the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to securities which the Company and (B) if, at any time after giving written notice proposes to register. The Company will pay all registration expenses in connection with each registration of its intention to register any Registrable Securities Warrant Shares pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration4.

Piggyback Registration Rights. (a) If The Company shall include on the next registration statement the Company proposes to register any files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock the Note and all shares issuable upon exercise of employee the Warrant and Purchase Rights, and the bonus equity shares granted (the “Registrable Securities”). Failure to do so will result in liquidated damages of 25% of the outstanding principal balance of the Note, but not less than $100,000, being immediately due and payable to the Purchaser at its election in the form of cash payment provided however if the reason for such non-registration of all or consultant share options any portion of the Registrable Securities is the result of either (i) in the case of an underwritten offering, the managing underwriter as set forth below or in connection with any employee benefit (ii) SEC Guidance (as defined below) under Rule 415 or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to rule which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an Investor made within 10 days after the receipt of notice from the Company (which request shall specify limits the number of Registrable Securities intended which may be included in a registration statement with respect to Buyer, no liquidated damages will be due and payable in to Buyer as set forth above. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to keep such registration statement continuously effective under the 1933 Act until the first to occur of: (A) the date that is one (1) year from the date the registration statement is declared effective by the SEC (the “Cut-Off Date”) and (B) the date that all Registrable Securities covered by such registration statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be disposed in compliance with the current public information requirement under Rule 144 (the “Effectiveness Period”). Notwithstanding the registration obligations set forth in this Section, if the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a single registration statement, the Company agrees to promptly inform Buyer and use its commercially reasonable efforts to file amendments to any registration statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or such Investorsother form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with any (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests of the SEC staff and (ii) the Securities Act (collectively, “SEC Guidance”), including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any other provision of this Agreement and subject to the payment of liquidated damages set forth above, if the SEC or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular registration statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (i) First, the Company shall reduce or eliminate any securities to be included by any person other than Buyer; (ii) Second, subject to written approval by Buyer, the Company shall reduce the Registrable Securities. In the event of a cutback hereunder, the Company shall give the Buyer at least five (5) Business Days prior written notice. In the event the Company amends the any registration statement in accordance with the foregoing, the Company will use its best commercially reasonable efforts to effect file with the SEC, as promptly as allowed by the SEC or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration under the Securities Act of all statements on Form S-1 or such other form available to register for resale those Registrable Securities that were not registered on any prior registration statement filed with the Company has been so requested to register by the InvestorsSEC. In addition, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities rights granted pursuant to this Section 2.1 and prior to involves the effective date inclusion of the registration statement filed securities in connection with an underwritten offering, and the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion, the number of securities requested and otherwise proposed to be included on such registrationregistration statement exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company shall determine for any reason not will include in such Registration to register the extent of the number which the Company is so advised can be sold in such Registrable Securitiesoffering, first, the securities the Company shall give written notice proposes to sell for its own account on such registration statement and second, the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with of the Buyer requesting to be included on such registrationregistration statement.

Piggyback Registration Rights. (a) If at any time following the consummation of a Qualified Public Offering the Company proposes to register any shares of Common Stock (other than effect a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies)Registration, whether or not for sale for its own accountaccount and (subject to the provisions of Section 12(a) above) whether or not pursuant to the exercise of any of the demand registration rights referred to in Section 12(a) hereof, it the Company will each such time, subject to the provisions of Sections 12(a) and 12(b)(iii), give prompt written notice to all Investors (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 Section 12 of such Investor (and such other Persons granted such piggyback registration rights), at least 20 ten (10) days prior to the anticipated filing date of the registration statement relating to such registration to the Investors, which Registration. Such notice shall set forth offer all such Investors’ rights under this Section 2.1 Investors (and shall offer the Investors such other Persons granted such piggyback registration rights) the opportunity to include in such registration statement such number of Registrable Securities as each such Person may request (the Investors may request“Piggyback Securities”). Upon the written request of an any such Investor (or such other Persons granted such piggyback registration rights) made within 10 ten (10) days after the receipt of the Company’s notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such InvestorsInvestor), the Company will use its best commercially reasonable efforts to effect the registration Registration under the Securities Act and the qualification under any applicable state securities or blue sky laws of all Registrable Securities that which the Company has been so requested to register by the InvestorsInvestor thereof, to the extent requisite required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.that:

Piggyback Registration Rights. (a) If the Company proposes to register any shares of Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) its securities under the Securities Act applies)other than (i) under employee compensation or benefit programs, whether (ii) pursuant to an exchange offer or not an offering of securities solely to the existing stockholders or employees of the Company, or (iii) securities to be issued in connection with an acquisition or a transaction described in Rule 145(a) promulgated under the Securities Act, and the registration form to be used may be used for sale for its own accountthe registration of Registrable Securities, it the Company will each such time, give prompt written notice at least 20 (which, in any event, shall be given no less than 15 days prior to the anticipated filing date of the a registration statement relating with respect to such registration offering) to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number Holders of Registrable Securities as the Investors may request. Upon of its intention to effect such a registration and, upon the written request of an Investor made a Holder of Registrable Securities sent within 10 15 days after the receipt effective date of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by any such Investors)notice, the Company will use its best efforts to effect the cause all Registrable Securities as to which any Holder shall have so requested registration to be registered under the Securities Act of Act, all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite necessary to permit the disposition sale in such offering of the Registrable Securities so registered on behalf of such Holder in the same manner as the Company (or stockholder other than such Holder, as the case may be) proposes to offer its securities (a "Piggyback Registration"). The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by a Holder to be so registeredincluded in the registration for such offering on the same terms and conditions as any similar securities of the Company included therein; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 of its securities and prior to before the effective date of the registration statement filed in connection with such the registration, the Company shall determine determines for any reason not to register such Registrable Securitiesits securities, the Company shall may, at its election, give written notice of its determination to the Investors Holders of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such that registration, without prejudice, however, to the future rights of the Holders of Registrable Securities under this Section, (B) if the Company determines in its discretion to delay the registration of its securities, the Company shall be permitted to delay the registration of any Registrable Securities for the same period as the delay in registering any other securities, and (C) the Company is not required to effect any registration for a requesting Holder of Registrable Securities pursuant to this Section 3 unless it receives reasonable assurances that the requesting Holder of Registrable Securities will pay any expenses required to be paid by it as provided in Section 5.

Piggyback Registration Rights. (ai) If Without limiting the Company obligations of Holdings pursuant to Section 2(a) above, until such date as the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission, if Holdings proposes to register any of its Holdings Common Stock or any other shares of Common Stock capital stock of Holdings under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Holdings Common Stock or any other shares of common stock of Holdings issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company Holdings or (C) in connection with a direct or indirect acquisition by the Company Holdings of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the Investors, which notice shall set forth such Investors’ ' rights under this Section 2.1 2(c) and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an Investor made within 10 days after the receipt of notice from the Company Holdings (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), the Company Holdings will use its best all reasonable commercial efforts to effect the registration under the Securities Act of all Registrable Securities that the Company Holdings has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company Holdings and (B) if, at any time after giving written notice of its intention to register any Registrable Securities Holdings Common Stock pursuant to this Section 2.1 2(b) and prior to the effective date of the registration statement filed in connection with such registration, the Company Holdings shall determine for any reason not to register such Registrable SecuritiesHoldings Common Stock, the Company Holdings shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company's obligations under this Section 2(b) shall terminate on the date that the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission. If a registration pursuant to this Section 2(b) involves a Public Offering and the managing underwriter thereof advises Holdings that, in its view, the number of shares of Holdings Common Stock, if any, or other shares of Holdings Common Stock that Holdings and the Investors intend to include in such registration exceeds the largest number of shares of Holdings Common Stock (including any other shares of Holdings Common Stock or warrants of Holdings) that can be sold without having a material adverse effect on such Public Offering (the "Maximum Offering Size"), Holdings will include in such registration only that number of shares of Holdings Common Stock which does not exceed the Maximum Offering Size, in the following order of priorities: (1) first, all securities Holdings proposes to sell for its own account, (2) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement by reason of demand registration rights, and (3) third, the securities requested to be registered by other holders of securities entitled to participate in the registration, drawn from them pro-rata based on the number of shares each has requested to be included in such registration and the Investors pursuant to this Exhibit D. If as a result of the proration provisions of this Section 2(b), the Investors are not entitled to include all such Registrable Securities in such registration, such Investors may elect to withdraw their request to include any Registrable Securities in such registration. Specifically, and not by way of limitation, all of the Registrable Securities shall be included in any Registration Statement filed by the Company on behalf of investors participating in the Private Placement. Notwithstanding the foregoing, Holdings shall have no obligations under this Section 2(b) hereof at any time that such Registrable Securities are the subject of an effective registration statement.

Piggyback Registration Rights. (a) If Whenever the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a registration (Ai) pursuant to a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or similar forms, (Biii) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit dividend or distribution reinvestment or similar plan plan), whether for its own account or for the account of one or more stockholders of the Company or (C) in connection with a direct or indirect acquisition by and the Company form of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating (a “Piggyback Registration Statement”) to such be used may be used for any registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investorsa “Piggyback Registration”), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give prompt written notice (in any event no later than ten (10) business days prior to the Investors filing of such registration statement) to the holders of registrable securities of its intention to effect such a registration and, thereupon, shall be relieved of its obligation to register any include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the Investor within five (5) business days after the Company’s notice has been given to the Investor. If any Piggyback Registration Statement pursuant to which holders of Registrable Securities have registered the offer and sale of Registrable Securities is a Registration Statement on Form S-3 or the then appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investor shall have the right, but not the obligation, to be notified of and to participate in connection with any offering under such registrationPiggyback Shelf Registration Statement (the “Piggyback Shelf Takedown”).

Piggyback Registration Rights. (a) If If, at any time during the seven (7) year period beginning on the date the Company proposes first becomes subject to register the periodic reporting obligations under the Exchange Act (i.e., following the Public Offering) or, if later, beginning on the date of expiration of any shares of Common Stock (other than a lock-up period applicable to the Founders or STI, there is not an effective registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) statement under the Securities Act applies)(a “Registration Statement”) covering all of the Shares held by the Founders and STI, whether or not for sale and the Company shall determine to prepare and file with the Commission a Registration Statement relating to an offering for its own account, it will each such time, give prompt written notice at least 20 days prior to account or the anticipated filing date account of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), the Company will use its best efforts to effect the registration others under the Securities Act of all Registrable any of its equity securities (other than on Form S-4 or Form S-8, each as promulgated under the Securities that 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 stock option or other employee benefit plans) then the Company has been so requested shall send to register the Founders and STI a written notice of such determination at least twenty (20) days prior to the filing of any such Registration Statement and shall include in such Registration Statement all of the Shares held by the Investors, Founders or STI for resale and offer on a continuous basis pursuant to the extent requisite to permit the disposition of the Registrable Securities to be so registeredRule 415; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine determines for any reason not to register proceed with such Registrable Securitiesregistration, the Company shall give written notice to the Investors and, thereupon, shall will be relieved of its obligation to register any Registrable Securities Shares of the Founders or STI in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of such Shares for the same period as the delay in registering such other securities, (iii) each of the Founders and STI is subject to confidentiality obligations with respect to any information gained in the registration process or any other material non-public information he or it obtains, (iv) each of the Founders or STI, or the assignee or successor in interest thereof is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) the number of such Shares included in such registration shall be subject to cutback as provided below.

Piggyback Registration Rights. (ai) If At any time after the 120th day anniversary of the S-11 Effective Date, if the Company proposes to register any of its Common Stock or any other shares of Common Stock common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee forms or consultant share options or in connection with a registration on any employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to registration form which Rule 145 (or any successor provision) under the Securities Act appliesdoes not permit secondary sales), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 calendar days prior to the anticipated filing date of the registration statement relating to such registration to the InvestorsInvestor, which notice shall set forth such Investors’ Investor’s rights under this Section 2.1 2(b) and shall offer the Investors Investor the opportunity to include in such registration statement such number of Registrable Securities as the Investors Investor may request. Upon the written request of an the Investor made within 10 15 calendar days after of the receipt of post office date stamp on the notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such InvestorsInvestor), the Company will use its good faith best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the InvestorsInvestor, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 2(b) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Piggyback Registration Rights. (ai) If Whenever the Company proposes to register any of its Common Shares or any other common shares of Common Stock the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock Shares or any other common shares of the Company issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the InvestorsHolders, which notice shall set forth such InvestorsHolders’ rights under this Section 2.1 2(c) and shall offer the Investors Holders the opportunity to include in such registration statement such number of Registrable Securities as the Investors Holders may request. Upon the written request of an Investor a Holder 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 InvestorsHolders), 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 the InvestorsHolders, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors Holders must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 2(c) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company’s obligations under this Section 2(c) shall terminate on the date that the registration statement to be filed in accordance with Section 2(a) is declared effective by the Commission.

Piggyback Registration Rights. (ai) If Without limiting the obligations of the Company pursuant to Section 2(a) above, until such date as the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission, if the Company proposes to register any of its Common Stock or any other shares of Common Stock common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock or any other shares of common stock of the Company issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the Investors, which notice shall set forth such Investors’ ' rights under this Section 2.1 2(c) and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), the Company will use its best all reasonable commercial efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities Common Stock pursuant to this Section 2.1 2(b) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable SecuritiesCommon Stock, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company's obligations under this Section 2(b) shall terminate on the date that the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission. (ii) If a registration pursuant to this Section 2(b) involves a Public Offering and the managing underwriter thereof advises the Company that, in its view, the number of shares of Common Stock, if any, or other shares of Common Stock that the Company and the Investors intend to include in such registration exceeds the largest number of shares of Common Stock (including any other shares of Common Stock or warrants of the Company) that can be sold without having a material adverse effect on such Public Offering (the "Maximum Offering Size"), the Company will include in such registration only that number of shares of Common Stock which does not exceed the Maximum Offering Size, in the following order of priorities: (1) first, all securities the Company proposes to sell for its own account, (2) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the Registration Statement by reason of demand registration rights, and (3) third, the securities requested to be registered by other holders of securities entitled to participate in the registration, drawn from them pro-rata based on the number of shares each has requested to be included in such registration and the Investors pursuant to this Exhibit C. If as a result of the proration provisions of this Section 2(b), the Investors are not entitled to include all such Registrable Securities in such registration, such Investors may elect to withdraw their request to include any Registrable Securities in such registration. Notwithstanding the foregoing, the Company shall have no obligations under this Section 2(b) hereof at any time that such Registrable Securities are the subject of an effective registration statement.

Piggyback Registration Rights. (a) If Whenever the Company proposes to register any shares Subject Securities under the Act, and the registration form to be used may be used for the registration of Common Stock the Registrable Securities (other than a registration (A) statement on Form S-4 or Form S-8 or S-4 or any similar successor or similar forms) (a "Piggyback Registration"), (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, shall give prompt written notice to Revlon, at least 20 days prior to the anticipated filing date date, of the registration statement relating its intention to effect such registration to the Investorsa registration, which notice shall set forth specify the proposed offering price, the kind and number of securities proposed to be registered, the distribution arrangements and such Investors’ rights under this Section 2.1 and shall offer other information that at the Investors the opportunity time would be appropriate to include in such registration statement notice, and shall, subject to Section 2(c), include in such number of Piggyback Registration all Registrable Securities as with respect to which the Investors may request. Upon the Company has received a written request of an Investor made for inclusion therein within 10 20 days after the receipt delivery of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registerednotice; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such Registrable Securitiessecurities, the Company shall may, at its election, give written notice of such determination to the Investors Revlon and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 2(a) in connection with such registrationregistration (but not from its obligation to pay the registration expenses incurred in connection therewith) and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities under this Section 2(a) during the period that the registration of such other securities is delayed. The Company further agrees to supplement or amend a Registration Statement if required by applicable laws, rules or regulations or by the instructions applicable to the registration form used by the Company for such Registration Statement. Revlon shall be permitted to withdraw all or any part of its Registrable Securities from a registration at any time prior to the effective date of the Registration Statement by notifying the Company of such withdrawal not later than five business days prior to such effective date; provided that the Company has given Revlon sufficient prior notice of the anticipated effective date to enable Revlon to exercise such withdrawal rights. If Revlon withdraws any such securities from a registration pursuant to the preceding sentence, Revlon shall pay to the Company any incremental expenses of such registration specifically attributable to the withdrawal of such Registrable Securities. Registrable Securities with respect to which such request for registration has been received shall be registered by the Company and offered to the public in a Piggyback Registration pursuant to this Section 2 on the terms and conditions at least as favorable as those applicable to the registration of Subject Securities to be sold by the Company and by any other person selling under such Piggyback Registration.

Piggyback Registration Rights. (a) If Subject to the provisions of this Agreement, if the Company proposes to register file a registration statement under the Securities Act with respect to an offering of any shares equity securities by the Company for its own account or for the account of Common Stock any of its equity holders (other than a registration (A) statement on Form S-4 or Form S-8 or S-4 any substitute form(s) that may be adopted by the SEC or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or registration statement filed in connection with any employee benefit an exchange offer or similar plan offering of securities solely to the Company's existing security holders), then the Company or shall give written notice of such proposed filing to TCB as soon as practicable (C) but in connection with a direct or indirect acquisition by no event less than 30 days before the Company anticipated effective date of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act appliessuch registration statement), whether or not for sale for its own account, it will each and 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 the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors TCB the opportunity to include in such registration statement register such number of Registrable Securities as TCB may request (a "Piggyback Registration"). Subject to Section 3.2 hereof, the Investors may request. Upon Company shall include in each such Piggyback Registration all Registrable Securities requested to be included in the written request of an Investor made within 10 registration for such offering; provided, that TCB must notify the Company in writing no later that 15 days after the TCB's receipt of such notice from the Company that TCB is exercising its right under this Section 3.1 to include Registrable Securities in the Piggyback Registration (which request notice shall specify the number of Registrable Securities intended so to be disposed of by such Investorsincluded), the Company will use its best efforts or else such right shall be deemed to effect the registration under the Securities Act have been waived by TCB. TCB shall be permitted to withdraw all or part of all TCB's Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves from a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, Piggyback Registration at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationthereof.

Piggyback Registration Rights. (a) If at any time the Company proposes to register any shares of Common Stock for sale its common stock (other than a registration (A) on Form S-8 S-4 or S-4 Form S-8, registrations relating solely to dividend investment plans, or any successor or similar forms), the Company shall give written notice (Bthe “Piggyback Notice”) relating at least twenty (20) days prior to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan such proposed registration to the Holder of the Company or (C) in connection with a direct or indirect acquisition Company’s intention to do so, of the registration form that has been selected by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date and of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ Holder’s rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requestArticle 3.3. Upon the written request of an Investor the Holder made within 10 ten (10) days after the receipt of notice from the Company Piggyback Notice (which request shall specify the number of Registrable Securities intended Shares the Holder wishes to be disposed of by include in such Investorsregistration), the Company will use its reasonable best efforts to effect include, and to cause the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investorsunderwriter or underwriters, if applicable, to include, in the extent requisite to permit the disposition of the Registrable Securities to be so registered; providedproposed offering, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the securities of the Company included in such offering, all shares of common stock that the Holder has validly requested be included pursuant to such notice (each such registration pursuant to this Article 3.3, a “Piggyback Registration”) and the Company shall keep such registration statement in effect and maintain compliance with each federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (Bbut in no event for a period greater than ninety (90) if, days); provided that if at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 a Piggyback Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securitiessecurities, the Company shall may, at its election, give written notice of such determination to the Investors Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of the common stock in connection with such abandoned registration, and in case of a determination by the Company to delay registration of its equity securities, the Company shall be permitted to delay the registration of the common stock for the same period as the delay in registering such other equity securities.

Piggyback Registration Rights. (a) If At any time following the Effective Date, if the Company proposes to register (whether proposed to be offered for sale by the Company or by any other Person) any shares of Common Stock capital stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar formscollectively, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision“Other Securities”) under the Securities Act applies)on a form and in a manner that would permit registration of the Registrable Securities for sale to the public under the Securities Act, each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with this Section 2.02. The Company will give prompt written notice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not for sale for its own accountsuch registration will be in connection with an underwritten offering, it will each such timeand if so, give prompt written notice at least 20 days prior to the anticipated filing date identity of the registration statement relating managing underwriter and whether such offering will be pursuant to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requesta “best efforts” or “firm commitment” underwriting). Upon the written request of an Investor made any Holder delivered to the Company within 10 15 days after the receipt of such notice from the Company shall have been received by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such InvestorsHolder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition Holders of the such Registrable Securities to be so registeredSecurities; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.that:

Piggyback Registration Rights. (a) If the Whenever Company proposes to register any shares of Common Stock (for Company's own or others' account under the Securities Act of 1933, as amended, for a public offering for cash, other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the plans, Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will shall give Optionee each such time, give prompt written notice at least 20 days prior of Company's intent to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requestdo so. Upon the written request of an Investor made such Option holder given within 10 thirty (30) days after the receipt of notice from such notice, Company will use Company's best efforts to cause to be included in such registration all of the remaining Shares subject to the Option, and that may become subject to the Option as additional Options as provided immediately above, (all such Shares being called "Registrable Securities") that such holder requests to be registered. If Company (which request shall specify is advised in writing in good faith by any managing underwriter of the securities being offered pursuant to any registration statement that the number of Registrable Securities intended shares to be disposed sold pursuant to such registration statement is greater than the number of such shares that can be offered without adversely affecting the offering, then Company shall reduce pro rata the number of shares offered for the accounts of holders of Options under the Plan (based upon the number of shares proposed to be sold pursuant to such registration statement by each such holder) to a number deemed satisfactory by such Investors)managing underwriter. In the event of such a limitation, the Company shares of persons not having registration rights will use its best efforts to effect not be included in the registration under the Securities Act of unless all Registrable Securities that requested to be included in the Company has registration have been included. Optionee shall cooperate in supplying information if so requested to register by the Investors, to the extent requisite to permit the disposition as part of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Piggyback Registration Rights. (ai) If Whenever the Company proposes to register any of its Common Shares or any other common shares of Common Stock the Company under the Securities Act (other than a registration (A) pursuant to a demand registration under Section 2(a) herein, (B) on Form S-8 or S-4 or any successor or similar forms, (BC) relating to Common Stock Shares or any other common shares of the Company issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company or (CD) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the InvestorsHolders, which notice shall set forth such Investors’ Holders' rights under this Section 2.1 2(c) and shall offer the Investors Holders the opportunity to include in such registration statement such number of Registrable Securities as the Investors Holders may request. Upon the written request of an Investor a Holder 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 InvestorsHolders), 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 the InvestorsHolders, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors Holders must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 2(c) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company's obligations under this Section 2(c) shall terminate on the date that the registration statement to be filed in accordance with Section 2(a) is declared effective by the Commission.

Piggyback Registration Rights. (ai) If Whenever the Company proposes to register any of its Common Shares or any other common shares of Common Stock the Company under the Securities Act (other than a registration (A) pursuant to a demand registration under Section 2(a) herein, (B) on Form S-8 or S-4 or other appropriate, applicable form, including any successor or similar formsform(s), (BC) relating to Common Stock Shares or any other common shares of the Company issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company or (CD) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the InvestorsHolders, which notice shall set forth such Investors’ Holders' rights under this Section 2.1 2(c) and shall offer the Investors Holders the opportunity to include in such registration statement such number of Registrable Securities as the Investors Holders may request. Upon the written request of an Investor a Holder 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 InvestorsHolders), 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 the InvestorsHolders, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors Holders must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 2(c) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company's obligations under this Section 2(c) shall terminate on the date that the registration statement to be filed in accordance with Section 2(a) is declared effective by the Commission.

Piggyback Registration Rights. (a) If If, at any time during the two-year period commencing with the issuance of the final Note under the Bridge Offering, the Company proposes or is required to register file a registration statement registering any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor Form S-8, or similar forms, (B) relating to Common Stock issuable upon exercise such other forms as the U.S. Securities and Exchange Commission may hereafter promulgate for registration of employee securities in transactions for which Form S-4 or consultant share options or in connection with any employee benefit or similar plan Form S-8 may be used as of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act appliesdate hereof), whether or not for sale for its own account, it will each such time, the Company shall give prompt written notice at least 20 days prior written notice to the anticipated filing date Holder of its intention to do so. Upon written request by the Holder within 10 days after receipt of such notice, the Company shall use its commercially reasonable efforts to include in the securities to be registered by such registration statement all Warrant Shares (which registration rights with respect to such Warrant Shares shall be in addition to any registration rights with respect to any shares issued or issuable upon conversion of that certain 12% Junior Convertible Promissory Note in the principal amount of $300,000 made by the Company in favor of the Holder as of the date hereof in connection with the Holder’s participation in the Bridge Offering) that the Holder indicates in such notice that the Holder desires to sell, subject to the following terms and conditions: (a) if such registration statement relating is for a prospective underwritten offering, the Holder shall agree to (i) enter into an underwriting agreement, if required, in customary form with the underwriter or underwriters selected by the Company, and (ii) sell the Holder’s securities, if the Company so requests, on the same basis and upon the same terms as the other securities covered by such registration statement, other than securities proposed to be registered by the Investorsholders of the Preferred Stock (as defined below), and provided that if the number of shares requested by the Holder to be registered in such offering exceeds the amount of shares which notice the underwriters reasonably believe is compatible with the success of such underwritten offering, the Company shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity only be required to include in such registration statement such offering that number of Registrable Securities shares requested to be registered by the Holder as the Investors may request. Upon underwriters believe will not jeopardize the written request success of an Investor made within 10 days after the receipt of notice from the Company (which request shall specify such offering, provided, however that any such decrease in the number of Registrable Securities intended shares sought to be disposed registered by the Holder 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 by such Investors)the Preferred Stock; (b) if the number of shares the Company is able to register is limited due to Rule 415 or other SEC shelf registration rules, the Company will use its best efforts shall only be required to effect register the registration under Warrant Shares the Securities Act Holder elects to include on a pari passu basis with the other shares being registered, other than any shares proposed to be registered by the holders of all Registrable Securities that the Preferred Stock; and (c) the Company has been so requested to register may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by the Investors, such registration statement without any obligation to the extent requisite to permit Holder or any other holder. The Company shall have exclusive control over the disposition preparation and filing of the Registrable Securities any registration statement proposed to be so registered; provided, however, that (A) if such registration involves a Public Offering, filed under this Section 6 as well as any amendments and supplements thereto and the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities withdrawal or revocation thereof. The Company’s obligations pursuant to this Section 2.1 and prior 6 are subject to the effective date Holder’s cooperation with respect to any such proposed registration, including but not limited to the provision of such information as may reasonably be requested by the registration statement filed Company, 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 Holder’s compliance with all applicable laws. The Company shall pay all reasonable expenses incurred in connection with such registrationthe registration contemplated hereby, including without limitation registration and filing fees, printing expenses, and fees and expenses of counsel for the Company shall determine for any reason not to register such Registrable SecuritiesCompany. Notwithstanding the foregoing, the Company shall give written notice underwriting discounts and commissions and transfer taxes relating to the Investors andHolder’s registered securities included in any registration hereunder, thereuponand all fees and expenses for counsel to the Holder, shall be relieved borne and paid by the Holder. The registration rights and other rights granted in this Section 6 are not assignable, in whole or in part, without the prior written consent of its obligation the Company. Notwithstanding anything to register the contrary set forth herein, the Holder hereby expressly agrees and acknowledges that any Registrable Securities registration rights of the Holder 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 holders in connection with such registrationthe purchase and sale of the Preferred Stock.

Piggyback Registration Rights. (a) If At any time the Company proposes to file a Registration Statement to register any shares of Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies(other than pursuant to Section 2.1 or 2.2), or to conduct an Underwritten Offering from an existing Shelf Registration Statement, whether or not for sale for its own accountaccount (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 account of any person (other than a Holder pursuant to Section 2.1 or 2.2), it will each such time, the Company shall give prompt written notice thereof to each Holder at least 20 days prior to 10 Business Days before such filing or the anticipated filing date commencement of the registration statement relating to such registration to the InvestorsUnderwritten Offering, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors as applicable, offering each Holder the opportunity to include register on such Registration Statement or including in such registration statement Underwritten Offering, as applicable, such number of Registrable Securities as the Investors such Holder may request. Upon the written request of an Investor made within 10 days in writing not later than five Business Days after the receipt of receiving such notice in writing from the Company (which request shall specify a “Piggyback Registration”). Upon receipt by the number Company of Registrable Securities intended to be disposed of by any such Investors)request, the Company will shall use its best commercially reasonable efforts to, or in the case of an Underwritten Offering, use its commercially reasonable efforts to effect cause the registration under the Securities Act of all Underwriters to, include such Registrable Securities that in such Registration Statement (or 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 has been so requested within the deadlines specified above, such Holder shall have no further right to register participate in such Piggyback Registration. Notwithstanding the foregoing, if at any time after giving written notice of a 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 effect such registration or to delay such registration, the Company may, at its election, by delivery of written notice to each Holder exercising its rights to Piggyback Registration, (i) in the Investorscase of a determination not to effect registration, relieve itself of its obligation to the extent requisite to permit the disposition 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 so registeredborne 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, he, she, or it 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 be effective only upon receipt by the Company, notwithstanding the provisions of Article II); provided, however, that (A) if the Company, in consultation with its financial and legal advisors, determines that such revocation would materially delay the registration involves 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 OfferingOffering 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 Investors 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 Underwriters selected as provided in Section 2.7(f) on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed other securityholders selling 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 the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationUnderwritten Offering.

Piggyback Registration Rights. (a) If at any time KCI shall determine to proceed with the Company proposes to register any shares preparation and filing of Common Stock a registration statement (other than a registration (A) statement on Form S-8 or S-4 or any successor or similar formsS-4, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provisionXxxx X-0, xx other limited purpose form) under the Securities Act applies)in connection with KCI's or another securityholder's proposed offer and sale of Common Stock or equity securities convertible into Common Stock, whether or not for sale for its own account, it KCI will each such time, give prompt written notice of its determination to the Shareholders at least 20 twenty (20) days prior to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requeststatement. Upon the written request of an Investor made from a Shareholder given within 10 ten (10) days after the receipt of any such notice from the Company (which request shall specify KCI, KCI will include the number of Registrable Securities intended shares requested by the Shareholder in such registration statement ("Piggyback Registration"). Notwithstanding anything in this Agreement to the contrary, if a Shareholder (a "Piggyback Shareholder") makes a request for Piggyback Registration in a registration statement filed pursuant to another Shareholder's request for a Demand Registration under Section 5.01, and the Piggyback Shareholder is able to register and sell at least seventy-five percent (75%) of the III-5 6 shares requested to be disposed included in the registration, such request shall be deemed to satisfy the Piggyback Shareholder's right to request a Demand Registration under Section 5.01. (b) If a Piggyback Registration is an underwritten primary registration on behalf of by such Investors)KCI and the managing underwriters advise KCI in writing that, in their opinion, the Company will use its best efforts number of total securities to effect be registered in such offering exceeds the number that can be sold in an orderly manner within a price range acceptable to KCI, then the number of securities that the managing underwriter believes may be sold in such offering shall be allocated first to the shares being offered by KCI for inclusion in the registration under statement, then to the Securities Act shares of all Registrable Securities Shareholders submitted for registration, pro rata among the Shareholders in accordance with the number of shares they then hold. (c) If a Piggyback Registration is an underwritten secondary registration on behalf of the shareholders of KCI's securities and the managing underwriters advise KCI in writing that, in their opinion, the number of total securities to be registered in such offering exceeds the number that can be sold in an orderly manner within a price range acceptable to the Company has been so shareholders initially requesting such registration, KCI will include in such registration the securities being requested to register be included therein by the Investors, to holders initially requesting such registration and the extent requisite to permit the disposition shares of the Registrable Securities to be so registered; providedShareholders that requested Piggyback Registration, however, that (A) if pro rata among the holders of such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters securities on the same terms and conditions as apply to basis of the Company and number of shares owned by each such shareholder. (Bd) if, at any time after giving written notice of its intention to register any Registrable Securities KCI shall pay the expenses described in Section 5.06 for registration statements filed pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.5.02. 5.03

Piggyback Registration Rights. (a) If ARMG shall advise the Company proposes to register any Shareholders of warrants and/or shares of Common ARMG restricted Preferred Stock which were issued pursuant this Agreement (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies"Shares"), whether or not for sale for its own accountby written notice, it will each such time, give prompt written notice at least 20 fifteen days prior to filing, at any time on or after the anticipated filing date Closing Date, of the any registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), the Company will use its best efforts to effect the registration or post-effective amendment thereto under the Securities Act of all Registrable Securities 1933 covering common stock or equivalents thereof of ARMG (except on Form S-4 or Form S-8 or any successor form) and will, upon the request of such holders, provided that such holders shall furnish ARMG with appropriate information (relating to intentions of such holders) in connection therewith as ARMG shall request in writing, and without any charge to such holders, include in any such post-effective amendment or registration statement such information as may be required to permit a public offering of the Shares; provided that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition aggregate offering value of the Registrable Securities Shares to be so registered; providedregistered is reasonably anticipated to equal at least $100,000. ARMG shall supply reasonable quantities of prospectuses, howeverqualify the Shares for sale in such jurisdictions as such holders may reasonably designate and furnish indemnification in the manner set forth in Article 12.02 hereof. Such holder shall furnish information and indemnification as set forth in Article 12.02 hereof. If the underwriter, that (A) if such registration involves a Public Offering, or the Investors must individuals designated by ARMG to sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed advise ARMG in connection with writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such registration, the Company shall determine for any reason not to register ARMG will include in such Registrable Securitiesregistration (i) first, the Company shall give written notice securities ARMG proposes to sell, (ii) second, the Investors andShares requested to be included in such registration, thereuponpro rata among the holders of such Shares on the basis of the Shares to be offered by such holders, shall and (iii) third, other securities requested to be relieved of its obligation to register any Registrable Securities included in connection with such registration.

Piggyback Registration Rights. (a) If The Company covenants and agrees with the Company Underwriters and any other Holders or subsequent Holders of the Registrable Securities that if, at any time within the period commencing one year and ending five years after the Effective Date, it proposes to register file a registration statement with respect to any shares class of Common Stock equity or equity-related security (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating in connection with an offering to Common Stock issuable upon exercise of employee or consultant share options the Company's employees or in connection with any employee benefit an acquisition, merger or similar plan transaction) under the Act in a primary registration on behalf of the Company or (C) and/or in connection with a direct or indirect acquisition by 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, the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice (which, in the case of a registration statement or notification pursuant to the exercise of demand registration rights other than those provided in Section 10(a) of this Agreement, shall be within ten (10) business days after the Company's receipt of notice of such exercise and, in any event, at least 20 30 days prior to such filing) to the anticipated filing date Holders of Registrable Securities (regardless of whether some of the Holders 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 relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall will offer the Investors the opportunity to include in such registration statement any of the Registrable Securities subject to paragraphs (i) and (ii) of this paragraph (b), such number of Registrable Securities as with respect to which the Investors may request. Upon the Company has received written request of an Investor made requests for inclusion therein within 10 ten (10) days after the receipt giving of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities 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 (other than as provided in Section 2.1 and prior 10(d) hereof). This paragraph is not applicable to the effective date of the a registration statement filed in connection with such registration, by the Company shall determine for with the Commission on Forms S-4 or S-8 or any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationsuccessor forms.

Piggyback Registration Rights. (a) If The Company covenants and agrees with the Company Underwriter and any other Holders or subsequent Holders of the Registrable Securities that if, at any time within the period commencing one year and ending four years after the Effective Date, it proposes to register file a Registration Statement with respect to any shares class of Common Stock security (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan an offering to the Company’s employees) under the Act in a primary registration on behalf of the Company or (C) and/or in connection with a direct or indirect acquisition by 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, the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice (which in the case of a Registration Statement or notification pursuant to the exercise of demand registration rights other than those provided in Section 10(a) of this Agreement, shall be within ten (10) business days after the Company’s receipt of notice of such exercise, in any event, shall be at least 20 30 days prior to such filing) to, the anticipated filing date Holders of 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 relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall will offer the Investors the opportunity to include in such registration statement statement, subject to sub-paragraphs (i) and (ii) of this paragraph (b), such number of Registrable Securities as with respect to which the Investors may request. Upon the Company has received written request of an Investor made requests for inclusion therein within 10 ten (10) days after the receipt giving of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities Company. All registrations requested pursuant to this Section 2.1 and prior 10(b) are referred to herein as ‘‘Piggyback Registrations,’’ All Piggyback Registrations pursuant to this Section 10(b) will be made solely at the effective date of the registration statement Company’s expense. This paragraph is not applicable to a Registration Statement filed in connection with such registration, by the Company shall determine for with the Commission on Forms S-4 or S-8 or any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationsuccessor forms.

Piggyback Registration Rights. (a) If the 1. Whenever Company proposes to register any shares Securities for the account of Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) its stockholders under the Securities Act applies)Act, whether or which Securities include shares of the Company’s Common Stock held by stockholders not for sale for its own accounthaving any contractual registration rights, it will each such timeand not including any registration relating to employee benefit plans, Company shall give prompt Subscriber written notice at least 20 days prior of Company’s intent to do so no later than two (2) Business Days after the anticipated filing date of the registration statement relating to Registration Statement effecting such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requestregistration. Upon the written request of an Investor made within 10 days Within two (2) Business Days after the receipt of such notice, Subscriber shall give Company written notice from the Company (which request shall specify stating the number of shares of Registrable Securities intended it wishes to be disposed of by such Investors), the registered. Company will use its best commercially reasonable efforts to effect cause to be included in such registration all of the registration under the Securities Act of all Registrable Securities that the Company has been so requested Subscriber requests to register by the Investors, be registered subject to any limitations pursuant to Section 3(b)(2) below; all to the extent requisite to permit the disposition sale by the Subscriber of such Registrable Securities in accordance with the method of sale applicable to the other Securities included in such Registration Statement on behalf of the Registrable Securities to be so registeredother selling stockholders; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement a Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such Registrable Securitiessecurities, the Company shall may, at its election, give written notice of such determination to the Investors Subscriber and, thereupon: (a) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (b) in the case of a delay in registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registration Rights. (ai) If At any time after the 120th day anniversary of the IPO but prior to the Termination Date, if the Company proposes to register any of its Common Stock or any other shares of Common Stock common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 calendar days prior to the anticipated filing date of the registration statement relating to such registration to the InvestorsInvestor, which notice shall set forth such Investors’ Investor’s rights under this Section 2.1 2(b) and shall offer the Investors Investor the opportunity to include in such registration statement such number of Registrable Securities as the Investors Investor may request. Upon the written request of an the Investor made within 10 15 calendar days after of the receipt of post office date stamp on the notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such InvestorsInvestor), the Company will use its good faith best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the InvestorsInvestor, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 2(b) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Piggyback Registration Rights. (a) If If, at any time prior to September 30, 2001, the Company proposes to register any shares of Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) its securities under the Securities Act applies), whether or not for sale to the public for its own accountaccount or for the account of other security holders (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Registrable Securities for sale to the public), each such time it will each such time, give prompt written notice thereof to Holders of its intention so to do (such notice to be given at least 20 15 days prior to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requestthereof). Upon the written request of an Investor made within 10 days after the receipt of notice from the Company any such Holder (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors)Holder and the intended method of disposition thereof, received by the Company within ten days after giving of any such notice by the Company, to register any of such Holder's Registrable Securities, the Company will use its best efforts reasonable efforts, subject to effect Section 3(b) below, to cause the registration under the Securities Act of all Registrable Securities that the Company has as to which registration shall have been so requested to register be included in the securities to be covered by the InvestorsRegistration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (in accordance with its written request) of the such Registrable Securities to be so registeredregistered ("Piggyback Registration Rights"); provided, however, provided that (Ai) if such registration involves a Public Offeringan underwritten offering, all Holders requesting to be included in the Investors Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company Company; and (Bii) if, at any time after giving written notice of its intention to register any Registrable Securities securities pursuant to this Section 2.1 3(a) and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securitiessecurities, the Company shall give written notice to the Investors all Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration pursuant to this Section 3(a) involves an underwritten public offering, any Holder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. The foregoing provisions notwithstanding, (i) the Company may withdraw any registration statement referred to in this Section 3(a) without thereby incurring any liability to the Holders, and (ii) the inclusion of shares of Registrable Securities under such Piggyback Registration Rights is subject to the cut-back provisions of Section 3(b) below.

Piggyback Registration Rights. (a) If the Company Deep Well proposes to register any shares of Common Stock its common stock under the 1933 Act in connection with the public offering by it or any of its security holders of such securities solely for cash (other than a registration (A) on Form S-8 X-0, Xxxx X-0 or S-4 Form F-4, or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act appliesforms thereto), whether or not for sale for its own account, it will Deep Well shall promptly give each such time, give prompt Investor written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requestproposed registration. Upon the written request of an Investor made any Investor, given within 10 20 days after the receipt delivery of such notice from the Company (which request shall specify the number of Registrable Securities intended by Deep Well to be disposed of by such Investors)Investor, the Company will Deep Well will, subject to its obligations under any applicable registration rights agreements, use its commercial best efforts to effect cause a registration statement covering the registration resale of any of the Shares and shares of common stock acquired by each Investor on the Original Purchase Date, and any shares of common stock acquired after the date hereof by any Investor pursuant to the cashless exercise provisions of the Warrants (as defined in the SPA) (collectively, the “Securities”) so requested, so long as such Securities are held by such Investor and are not eligible for resale pursuant to Rule 144(k), to become effective under the 1933 Act. In the event an Investor wishes to include Securities Act held by it in a registration statement filed pursuant to the terms of all Registrable Securities a registration rights agreement, each such Investor agrees that it will comply with the Company has terms of such agreement that apply to a person or entity whose securities have been so requested accepted for inclusion in such registration statement. For greater certainty, (i) such registration shall not be subject to any provisions of any registration rights agreement that are applicable only to “demand” registrations, and (ii) each Investor acknowledges that except as contemplated by this Section 15, Deep Well is under no obligation hereunder to register any of its securities, to complete any registration or offering of its securities it proposes to make, or to maintain the effectiveness of any registration statement filed by Deep Well pursuant to the Investors1933 Act for any prescribed period of time, and Deep Well will therefore incur no liability (including any penalties that may be incurred under a registration rights agreement) to any Investor for Deep Well’s failure to register any of its securities, complete any registration or offering of its securities, or maintain the effectiveness of any such registration statement, except to the extent requisite to permit the disposition such failure constitutes a breach of the Registrable this Agreement. In connection with any such registration statement or offering in which an Investor requests its Securities to be so registered; providedincluded, howeversuch Investor hereby understands and agrees that a pre-condition to the inclusion of any Securities held by such Investor in any registration statement or offering is that such Investor shall provide to Deep Well any information about itself or its plans, including its plan of distribution, required to be included in such registration statement and the related prospectus or prospectus supplement. Furthermore, each Investor acknowledges and agrees that (Aa) if in the case of an underwritten offering, customary “cut back” provisions requested by the managing or lead underwriter of such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as offering shall apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date inclusion of the Securities in any registration statement filed statement, prospectus or prospectus supplement relating to such offering and for greater certainty, (i) in the case of a registration statement, prospectus or prospectus supplement relating to an underwritten offering initiated by Deep Well, the securities proposed to be registered or sold by Deep Well shall have priority over any Securities proposed to be included in such registration or offering, and in connection with such registrationregistration or offering the Securities shall rank pari passu with any other securities proposed to be registered or sold pursuant to piggyback registration rights and (ii) in the case of a registration statement, prospectus or prospectus supplement relating to an underwritten offering pursuant to any demand registration rights held by any person, the Company securities proposed to be registered or sold by Deep Well and the securities proposed to be registered or sold by the person exercising such demand registration rights shall determine for have priority over any reason not Securities proposed to register be included in such Registrable Securitiesregistration or offering, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities and in connection with such registrationregistration or offering the Securities shall rank pari passu with any other securities proposed to be registered or sold pursuant to piggyback registration rights. Deep Well agrees that it will not enter into any agreement with a third party that restricts the right of the Investors to include Securities on a registration statement filed by Deep Well for use by such third party. Notices given under this Section 15 or otherwise under this Agreement shall be made in accordance with the notice provisions of the SPA.

Piggyback Registration Rights. (a) If For the five year period commencing the date hereof, the Company proposes shall advise the Holder of the Note or the Note Shares by written notice at least thirty (30) days prior to register the filing of any shares of Common Stock registration statement under the Act (other than a registration (A) statement on Form S-4, Form S-8 or S-4 or any successor or subsequent similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan covering securities of the Company or (C) and will upon the request of such holder,include in connection with any such registration statement such information as may be required to permit a direct or indirect acquisition public offering of Note Shares; provided , however, that if the registration statement relates to a public offering by the Company of another Person or any transaction with respect its securities and the managing underwriters advise the Holder that the inclusion in the offering of securities being sold by the Holder would adversely affect the ability of the Company to which Rule 145 (or any successor provision) under complete the Securities Act appliespublic offering and other selling stockholders if any, are similarly advised), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior then the number of Note Shares to be registered by the Holder shall be reduced pro rata to the anticipated filing extent necessary to reduce the amount of securities to be included in the offering to the amount recommended by the managing underwriters. The Holder hereby further agrees not to make any sales of then securities so included for a period of one hundred eighty (180) days from the effective date of the registration statement relating to such registration to the Investors, which notice statement. The Company shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in keep such registration statement such number current for a period of Registrable Securities as the Investors may request. Upon the written request of an Investor made within 10 days after the receipt of notice up to six (6) months from the Company conclusion of such one hundred eighty (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered180) day period; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention shall not be required to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of keep the registration statement filed in connection with such registration, effective beyond the date after which the registration statement must be amended to include updated audited financial statements. The Company shall determine supply prospectuses, qualify the Note Shares for any reason not to register sale in such Registrable Securities, states as the Company Holder reasonably requests and furnish indemnification in the manner as set forth in of this Article 2. Such holder shall give written notice to furnish information and indemnification in the Investors and, thereupon, shall be relieved manner set forth in of its obligation to register any Registrable Securities in connection with such registrationthis Article 2.

Piggyback Registration Rights. If at any time after the Note shall have become convertible into Common Stock in accordance with its terms (abut without any obligation to do so) If the Company proposes to register any shares of Common Stock (other than including for this purpose a registration effected by the Company for its shareholders) any of its stock or other securities under the Act in connection with a public offering of such securities solely for cash, other than: (Ai) a registration on Form S-8 or S-4 other similar successor form, relating solely to the sale of securities to participants in a Company stock plan or any to other compensatory arrangements to the extent includable on Form S-8, or other similar successor form, or (ii) a registration on Form S-4, or other similar formssuccessor form, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies)shall, whether or not for sale for its own account, it will each at such time, promptly give prompt to the Holder written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requestregistration. Upon the written request of an Investor made the Holder given within 10 twenty (20) days after receipt by the receipt Holder of such notice from by the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors)Company, the Company will shall use its best efforts to effect the registration cause to be registered under the Securities Act all of all the Registrable Securities that the Company Holder has been so requested to register by be included and registered on such Registration Statement. In the Investorsevent that in connection with an underwritten offering the managing underwriter advise the Company that market factors require a limitation of the number of shares to be underwritten, then subject to the terms of any other agreements to which the Company is a party, the Company and its underwriter shall allocate the number of shares requested to be registered as follows: (i) first, to the extent requisite Company, and (ii) second, to permit the disposition Holder and other security holders requesting registration of securities pro rata according to the number of shares requested to be registered by each such security holder. The Company shall have no obligations under this Section 3 to make any offering of its securities, or to complete an offering of its securities that it proposes to make, and shall incur no liability to the Holder for its failure to do so. In connection with any offering involving an underwriting of shares being issued by the Company, the Company shall not be required to include any of the Registrable Securities to be so registered; provided, however, that (A) if in such registration involves a Public Offering, underwriting unless the Investors must sell their Registrable Securities to Holder accepts the underwriters on the same terms and conditions of such underwriting as apply to agreed upon by the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationunderwriter(s).

Piggyback Registration Rights. The Company covenants and agrees with any holder of the Warrant or the Warrant Shares (athe Warrant and the Warrant Shares are referred to collectively as the "Registrable Securities") If that if, at any time during the Company term of the Warrant, it proposes to register file a registration statement with respect to any shares class of Common Stock equity or equity-related security (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating in connection with an offering to Common Stock issuable upon exercise of employee or consultant share options the Company's employees or in connection with any employee benefit an acquisition, merger or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provisiontransaction) under the Securities Act applies)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 registration of the Registrable Securities, whether or not for sale for its own account, it the Company will each such time, give prompt written notice (which, in the case of a registration statement pursuant to the exercise of demand registration rights shall be within ten (10) business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 20 30 days prior to such filing) to the anticipated filing date holders of Registrable Securities at the addresses appearing on the records of the Company of its intention to file a registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall will offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as with respect to which the Investors may request. Upon the Company has received written request of an Investor made requests for inclusion therein within 10 ten (10) days after the receipt giving of notice by the Company, subject to the right of the Company to exclude from the Company (which request shall specify registration statement some or all of the number of Registrable Securities intended to be disposed of by such Investors)if, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that and only if, the Company has been so requested to register advised in writing by any underwriter named in any such registration statement that the Investors, to the extent requisite to permit the disposition distribution of the Registrable Securities requested to be so registered; provided, however, that (A) if included in the registration statement would materially adversely affect the distribution of securities by the Company contemplated by such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities statement. All registrations requested pursuant to this Section 2.1 and prior 4 will be made solely at the Company's expense, other than discounts or commissions relating to the effective date 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 in connection with such registration, by the Company on Forms S-4 or S-8 or any successor forms. The Company's obligations under this Section 4 shall determine for any reason not be conditioned upon a timely receipt by the Company in writing of: (i) information as to register the terms of such public offering furnished by or 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 the Company shall give written notice to the Investors andmay reasonably require from such holders, thereuponor any underwriter for any of them, shall be relieved of its obligation to register any Registrable Securities for inclusion in connection with such registrationregistration statement.

Piggyback Registration Rights. Until the termination of the Effective Period (aas defined in Section 5(a) If below) and provided that the Registration Statement referred to in Section 2 above is not then effective, the Company proposes will provide the Investors prompt written notice, at least 20 days prior to the anticipated filing date, of the Company's intention to register any shares of its Common Stock (other than a registration (A) under the Securities Act, whether or not for sale for its own account, except for registrations on Form S-8 or S-4 or any successor or similar forms, (B) or registration statements relating to Common Stock or any other shares of common stock of the company issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with Company. If such a direct or indirect acquisition registration by the Company of another Person or any transaction involves a firm commitment underwritten offering registered with respect to which Rule 145 the Commission (or any successor provision) under the Securities Act appliesa "Public Offering"), whether or any Investors electing to participate in such offering must sell their Registrable Stock to the underwriters on the same terms and conditions as apply to the Company. If the registration involves a Public Offering and the managing underwriter thereof advises the Company that, in its view, the number of shares of Common Stock that the Company and the Investors intend to include in such registration exceeds the largest number of shares of Common Stock that can be sold without having a material adverse effect on such Public Offering (the "Maximum Offering Size"), the Company will include in such registration only that number of shares of Common Stock which does not for sale exceed the Maximum Offering Size, in the following order of priorities: (i) first, all securities the Company proposes to sell for its own account, it will each such time(ii) second, give prompt written notice at least 20 days prior up to the anticipated filing date full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the registration statement relating by reason of demand registration rights, and (iii) third, the securities requested to be registered by other holders of securities entitled to participate in the registration (including the Shares), drawn from them pro-rata based on the number of shares each has requested to be included in such registration registration. The notice to the Investors, which notice shall Investors must set forth such the Investors’ ' rights under this Section 2.1 4 and shall offer the Investors the opportunity to include in such registration statement such the number of Registrable Securities as Shares that each Investor requests. The Investors must provide the Investors may request. Upon Company notice of their intent to include any or all of their Shares in the written request of an Investor made registration statement within 10 days after the receipt of notice from the Company (which request shall and must specify the number of Registrable Securities intended Shares to be disposed of by such Investors), included in the registration statement. The Company will use its best commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities Shares that the Company has been so requested required to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities of its common stock pursuant to this Section 2.1 4 and prior to the effective date of the any registration statement filed in connection with such registration, the Company shall determine determines for any reason not to register such Registrable Securitiesfile the registration statement, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities Shares in connection with such registration.

Piggyback Registration Rights. (a) If If, at any time on or after May 14, 2019, there is not an effective Registration Statement covering the Registrable Securities, and the Company proposes shall determine to register any shares of Common Stock (other than prepare and file with the Commission a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) Registration Statement relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale an offering for its own account, it will each such time, give prompt written notice at least 20 days prior to account or the anticipated filing date account of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), the Company will use its best efforts to effect the registration others under the Securities Act of all Registrable any of its equity securities (other than on Form S-4 or Form S-8, each as promulgated under the Securities that 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 stock option or other employee benefit plans) then the Company has been so requested to register by the Investors, shall send to the extent requisite Purchaser a written notice of such determination at least twenty (20) days prior to permit the disposition filing of any such Registration Statement and shall include in such Registration Statement the Registrable Securities for resale and offer on a continuous basis pursuant to be so registeredRule 415; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine determines for any reason not to register proceed with such Registrable Securitiesregistration, the Company shall give written notice to the Investors and, thereupon, shall will be relieved of its obligation to register any Registrable Securities in connection with such registration, (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of Registrable Securities for the same period as the delay in registering such other securities, or (iii) if all of the Registrable Securities of the Purchaser cannot be so included due to Commission Comments, then the Company may reduce, in accordance with the provisions of Section 1(b) hereof, the number of securities covered by such Registration Statement to the maximum number which would enable the Company to conduct such offering in accordance with the provisions of Rule 415.

Piggyback Registration Rights. (a) If at any time or from time to time following the Issue Date, the Company proposes shall determine to register any shares Company securities, for its own account or the account of Common Stock (any of its stockholders, other than a registration (A) on Form S-4 or Form S-8 or S-4 or any successor or similar formsforms thereto, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company or will: (Ci) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect give to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt Holder written notice at least 20 days thereof as soon as practicable prior to filing the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 Registration Statement; and shall offer the Investors the opportunity to (ii) include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors)and in any underwriting involved therein, 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities specified in a written request or requests from the Holders, made by one or more Holders within ten (10) days of mailing of such written notice by the Company. The registration rights provided hereunder shall be subject to be so registered; providedparagraph (b) hereof. In addition, howevernotwithstanding the foregoing, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written such notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason or for no reason not to register such Registrable Securitiesor to delay registration of the securities of the Company which were to be included in the Registration Statement, the Company shall may, at its election, give written notice of such determination to each Holder desiring to include Registrable Securities in such Registration Statement. In the Investors andcase of a determination not to register the securities of the Company, thereupon, the Company shall be relieved of its obligation to register any of such Holders' Registrable Securities in connection with such registrationregistration (but not from its obligations to pay reasonable expenses incurred in connection therewith, subject to the limitations set forth in Section 6). In the case of a delay in registering the securities of the Company, the Company shall be permitted to delay registering any Holders' Registrable Securities which otherwise qualify for registration pursuant to this Section 4(a) for the same period as the delay in registering such other securities of the Company. The Company will pay the reasonable expenses in connection with each registration pursuant to this Section 3, to the extent provided in Section 6.

Piggyback Registration Rights. (a) If the Company Purchaser proposes to register any shares of Purchaser Common Stock under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Purchaser Common Stock issuable upon exercise of employee or consultant share stock options or in connection with any employee benefit or similar plan of the Company Purchaser or (C) in connection with a direct or indirect acquisition by the Company Purchaser of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act appliesentity), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 4(b), give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to the InvestorsHolder, which notice shall set forth such Investors’ Holder's rights under this Section 2.1 and shall offer the Investors Holder the opportunity to include in such registration statement such number of shares of Registrable Securities Stock as the Investors Holder may request. Upon the written request of an Investor Holder made within 10 days after the receipt of notice from the Company Purchaser (which request shall specify the number of shares of Registrable Securities Stock intended to be disposed of by such InvestorsHolder), the Company Purchaser will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company Stock which Purchaser has been so requested to register by the InvestorsHolder, to the extent requisite to permit the disposition of the Registrable Securities Stock so to be so registered; provided, however, provided that (Ax) if such registration involves a Public OfferingHolder requests to be included in Purchaser's registration, the Investors Holder must sell their its Registrable Securities Stock to the underwriters selected by Purchaser on the same terms and conditions as apply to the Company Purchaser and (By) if, at any time after giving written notice of its intention to register any Registrable Securities stock pursuant to this Section 2.1 4(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company Purchaser shall determine for any reason not to register such Registrable Securitiesstock, the Company Purchaser shall give written notice to the Investors Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities Stock in connection with such registration.

Piggyback Registration Rights. (ai) If At any time after the 180th day anniversary of the IPO, if the Company proposes to register any of its Common Stock or any other shares of Common Stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 calendar days prior to the anticipated filing date of the registration statement relating to such registration to the InvestorsInvestor, which notice shall set forth such Investors’ Investor's rights under this Section 2.1 2(b) and shall offer the Investors Investor the opportunity to include in such registration statement such number of Registrable Securities as the Investors Investor may request. Upon the written request of an the Investor made within 10 15 calendar days after of the receipt of post office date stamp on the notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such InvestorsInvestor), the Company will use its best commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the InvestorsInvestor, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a an underwritten Public Offering, the Investors must sell their Registrable Securities to the underwriters (who shall be selected by the Company) on the same terms and conditions as apply to the Company or other selling security holders, (B) if such registration does not involve an underwritten Public Offering, the Investors must sell their Registrable Securities in accordance with the plan of distribution set forth on Exhibit A and (BC) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 2(b) and prior to the effective date of the registration statement Registration 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 the Investors Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Piggyback Registration Rights. (a) If a)At any time following the Effective Date, if the Company proposes to register (whether proposed to be offered for sale by the Company or by any other Person) any shares of Common Stock capital stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar formscollectively, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision“Other Securities”) under the Securities Act applies)on a form and in a manner that would permit registration of the Registrable Securities for sale to the public under the Securities Act, each Holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with this Section 2.02. The Company will give prompt written notice to all Holders of Registrable Securities of its intention to register the Other Securities, describing the number of shares to be registered for sale and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not for sale for its own accountsuch registration will be in connection with an underwritten offering, it will each such timeand if so, give prompt written notice at least 20 days prior to the anticipated filing date identity of the registration statement relating managing underwriter and whether such offering will be pursuant to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requesta “best efforts” or “firm commitment” underwriting). Upon the written request of an Investor made any Holder delivered to the Company within 10 15 days after the receipt of such notice from the Company shall have been received by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such InvestorsHolder and shall confirm that such Holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition Holders of the such Registrable Securities to be so registeredSecurities; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.that:

Piggyback Registration Rights. (aUntil such time as the Registrable Securities may be sold in accordance with Rule 144(b) If of the Commission under the Securities Act, if the Company at any time proposes to register file on its behalf and/or on behalf of any shares of Common Stock its security holders (the “Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration (A) statement on Form S-4 or S-8 or S-4 or any successor form or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with the Company’s employees pursuant to any employee benefit or similar plan plan, respectively) for the general registration of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction securities to be sold for cash with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own accountCommon Stock, it will each such time, give prompt written notice to the Registered Holder at least 20 ten (10) days prior to before the initial filing with the Commission of the registration statement (or, in the case of a registration statement that has already been filed with the Commission but has not yet been declared effective, within ten (10) days before the anticipated filing effective date of the registration statement relating to such registration to the Investorsstatement), which notice shall set forth such Investors’ rights under this Section 2.1 and the intended method of disposition of the securities that the Company proposes to register. The notice shall offer the Investors the opportunity to include in such registration statement such filing the aggregate number of Registrable Securities as the Investors Registered Holder may request. Upon the written request of an Investor made within 10 days after the receipt of notice from Nothing in this Section 5A shall preclude the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), the Company will use its best efforts to effect from discontinuing the registration of its securities being effected on its behalf under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, this Section 5A at any time after giving written notice of its intention to register and for any Registrable Securities pursuant to this Section 2.1 and prior to reason before the effective date of the registration statement filed relating thereto; but, in connection with such registrationthat event, the Company shall determine notify the Registered Holder of such discontinuation of the registration. The Registered Holder desiring to have Registrable Securities registered under this Section 5A shall advise the Company in writing within five (5) days after the date of receipt of such offer from the Company, setting forth the amount of Registrable Securities for any reason not which registration is being requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to register the next sentence. If the managing underwriter or underwriters of the proposed public offering shall advise the Company in writing that, in their good faith opinion, the number of Registrable Securities to be included in such registration would materially and adversely affect the marketing or price of such securities to be sold, the Company will allocate the securities to be included in such registration in accordance with the following priority: (a) first, the securities to be included in such registration by the Company or the holder or holders initiating the registration and (b) next, the Registrable SecuritiesSecurities requested to be included in such registration by the Registered Holder. Except as otherwise provided in Section 5D, the Company shall give written notice bear all expenses of such registration. If any registration pursuant to this Section 5A is underwritten, the Investors Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the ten (10) day period before, and during the one hundred eighty (180) day period beginning on the closing date of each underwritten offering by the Company made pursuant to a registration statement filed pursuant to this Section 5A (except as part of such underwritten registration) plus the extension period that is requested by the managing underwriter or underwriters to address FINRA regulations regarding the publication of research whether or not the holder participates in such registration; and, thereuponexcept as may be required under agreements that the Company enters into before the date hereof, the Company shall be relieved cause each holder of its obligation privately placed Common Stock or Convertible Securities issued by it at any time on or after the date of this Warrant to register agree not to effect any Registrable public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A of the Commission under the Securities in connection with such registrationAct.

Piggyback Registration Rights. (a) If at any time the Company proposes to register any file a registration statement under the Act with respect to a public offering of shares of Common Stock (which, for purposes of this Section 4, shall be deemed to include any stock into which Common Stock shall have been changed or any stock resulting from any combination of shares, recapitalization, reorganization, merger, consolidation, sale of assets or reclassification) for its own account (other than a registration statement (Aa) on Form S-8 or any successor form thereto, (b) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its affiliates (within the meaning of Rule 405 of the SEC under the Act) or (c) on Form S-4 or any successor form thereto, in connection with a merger, acquisition, exchange offer or similar formscorporate transaction) or for the account of any holder of shares of Common Stock, then the Company shall give written notice of such proposed filing to the Investor (Band IDT) relating at least forty (40) days before the anticipated filing date. Such notice shall offer the Investor the opportunity to Common Stock register all or any portion of the Shares, the Warrant and the Warrant Shares (collectively, with any other securities issued and issuable upon exercise with respect to any such Shares or Warrant Shares by way of employee a stock dividend, stock distribution or consultant share options stock split or in connection with any employee benefit a combination of shares, recapitalization, reorganization, merger, consolidation, sale of assets or similar plan of reclassification, the “Registrable Shares”) as they may request (a “Piggyback Registration”). The Company or (C) shall include in connection with a direct or indirect acquisition by the Company of another Person or any transaction each such Piggyback Registration all Registrable Shares with respect to which Rule 145 the Company has received a written request for inclusion therein within thirty (30) days after such notice has been given to the Investor (and IDT). The Investor shall be permitted to withdraw all or any successor provision) under portion of the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice Registrable Shares from a Piggyback Registration at least 20 days any time prior to the anticipated filing effective date of such Piggyback Registration. The Investor shall be entitled to an unlimited number of Piggyback Registrations. The Company shall permit the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity Investor to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters Shares on the same terms and conditions as apply to any similar securities, if any, of the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationincluded therein.

Piggyback Registration Rights. (a) If the Company proposes to register any shares of Common Stock (other than file a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) statement under the Securities Act applies), whether or not for sale with respect to an offering by the Company for its own accountaccount or for the account of any of the holders of any class of its capital stock other than the (i) the registration statement on Form S-1 filed by the Company on 05 December 2016, it will each such timeand all amendments thereto (the “Secondary Offering”), unless any other existing shareholders are afforded registration thereunder; (ii) a registration statement on Form S-4 or its then equivalent filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders; or, (iii) a registration in connection with stock options, employee benefit plans, or the issuance of shares under Form S-8 or its then equivalent, then the Company shall give prompt written notice at least of such proposed filing to the Holder as soon as practicable (but in no event fewer than 20 days prior to before the anticipated filing date of the registration statement relating to date), and such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors Holder the opportunity to include in such registration statement register such number of Registrable Securities Warrant Shares as the Investors Holder may request. Upon the written request of an Investor made in writing within 10 20 days after the receipt of such written notice from the Company (which request shall specify the number of Registrable Securities Warrant Shares intended to be disposed included by the Holder). Upon the written request of the Holder made within 20 days after the receipt of any such notice (which request shall specify the number of Warrant Shares intended to be included by such Investorsthe Holder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that Warrant Shares which the Company has been so requested to register by the InvestorsHolder, to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities Warrant Shares so to be so registered; provided, however, by inclusion of such Warrant Shares in the registration statement that (A) if such registration involves a Public Offering, covers the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to securities which the Company and (B) ifproposes to register; provided that, if at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such Registrable Securitiessecurities, the Company shall may, at its election, give written notice of such determination to the Investors Holder and, thereupon, (A) in the case of a determination not to register shall be relieved of its obligation to register any Registrable Securities Warrant Shares in connection with such registration, without prejudice, however, to any other rights of the Holder to request that such registration be effected as a registration, and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Warrant Shares, for the same period as the delay in registering such other securities. The Company shall use its best efforts to keep such registration of the Warrant Shares set forth in this Section effective under the Securities Act and the prospectus included therein available for use by the Holder until the earlier of (y) the last date upon which the Company is required to keep such registration statement effective for any other securities included therein or (z) the consummation of the distribution by the Holder of all of the Warrant Shares covered thereby.

Piggyback Registration Rights. (aUntil such time as the Registrable Securities may be sold in accordance with Rule 144(b) If of the Commission under the Securities Act, if the Company at any time proposes to register file on its behalf and/or on behalf of any shares of Common Stock its security holders (the “Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration (A) statement on Form S-4 or S-8 or S-4 or any successor form or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with the Company’s employees pursuant to any employee benefit or similar plan plan, respectively) for the general registration of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction securities to be sold for cash with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own accountCommon Stock, it will each such time, give prompt written notice to the Registered Holder at least 20 days prior to ten (10) Business Days before the initial filing with the Commission of the registration statement (or, in the case of a registration statement that has already been filed with the Commission but has not yet been declared effective, within ten (10) Business Days before the anticipated filing effective date of the registration statement relating to such registration to the Investorsstatement), which notice shall set forth such Investors’ rights under this Section 2.1 and the intended method of disposition of the securities that the Company proposes to register. The notice shall offer the Investors the opportunity to include in such registration statement such filing the aggregate number of Registrable Securities as the Investors Registered Holder may request. Upon the written request of an Investor made within 10 days after the receipt of notice from Nothing in this Section 5B shall preclude the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), the Company will use its best efforts to effect from discontinuing the registration of its securities being effected on its behalf under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, this Section 5B at any time after giving written notice of its intention to register and for any Registrable Securities pursuant to this Section 2.1 and prior to reason before the effective date of the registration statement filed relating thereto; but, in connection with such registrationthat event, the Company shall determine notify the Registered Holder of such discontinuation of the registration. The Registered Holder desiring to have Registrable Securities registered under this Section 5B shall advise the Company in writing within five (5) Business Days after the date of receipt of such offer from the Company, setting forth the amount of Registrable Securities for any reason not which registration is being requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to register the next sentence. If the managing underwriter or underwriters of the proposed public offering shall advise the Company in writing that, in their good faith opinion, the number of Registrable Securities to be included in such registration would materially and adversely affect the marketing or price of such securities to be sold, the Company will allocate the securities to be included in such registration in accordance with the following priority; (3) first, the securities to be included in such registration by the holder or holders initiating the registration and (4) the Registrable SecuritiesSecurities requested to be included in such registration by the Registered Holder and securities proposed to be sold by the Company for its own account or requested to be included in such registration by holders of securities other than the Registered Holder (pro rata based on the number of securities proposed to be sold by the Registered Holder and the Company). Except as otherwise provided in Section 5D, the Company shall give written notice bear all expenses of such registration. If any registration pursuant to this Section 5B is underwritten, the Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. The Company has not entered into, and on or after the Date of Issuance, will not enter into, any agreement that is inconsistent with the rights granted to the Investors andRegistered Holder in this Warrant or that otherwise conflicts with its provisions. The rights granted to the Registered Holder under this Warrant do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements. Without limiting the generality of the foregoing, thereupon, the Company shall be relieved of its obligation not grant to any Person the right to request it to register any of its securities under the Securities Act unless the rights so granted are not in conflict with or inconsistent with the provisions of this Warrant. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the ten (10) day period before, and during the one hundred eighty (180) day period beginning on, the closing date of each underwritten offering by the Company made pursuant to a registration statement filed pursuant to this Section 5B or Section 5A (except as part of such underwritten registration) plus the extension period that is requested by the managing underwriter or underwriters to address FINRA regulations regarding the publication of research, whether or not the holder participates in connection with such registration; and, except as may be required under agreements that the Company enters into before the date hereof, the Company shall cause each holder of its privately placed Common Stock or Convertible Securities issued by it at any time on or after the date of this Warrant to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A of the Commission under the Securities Act.

Piggyback Registration Rights. (a) If at any time following the completion of an IPO Event the Company proposes to register any shares of Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 effect another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies)Registration, whether or not for sale for its own accountaccount and (subject to the provisions of Section 7.1 above) whether or not pursuant to the exercise of any of the demand registration rights referred to in Section 7.1 hereof, in a manner which would permit Registration of Registrable Securities for sale to the public under the Securities Act, it will each such time, subject to the provisions of Sections 7.1 and 7.2(c) hereof, give prompt written notice to all Stockholders of record of Registrable Securities of its intention to do so and of such Stockholders’ rights under this Article VII, at least 20 twenty-five (25) days prior to the anticipated filing date of the registration statement relating to such registration Registration. Such notice shall offer all such Stockholders, subject to the Investors, which notice shall limitations set forth such Investors’ rights under this Section 2.1 and shall offer in Article VI of the Investors Warrant Agreement, the opportunity to include in such registration statement such number of Registrable Securities as the Investors each such Stockholder may request. Upon the written request of an Investor any such Stockholder made within 10 20 days after the receipt of the Company’s notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such InvestorsStockholder and the intended method of disposition thereof), the Company will use its best commercially reasonable efforts to effect the registration Registration under the Securities Act and the qualification under any applicable state securities or “Blue Sky” laws of all Registrable Securities that which the Company has been so requested to register by the InvestorsStockholders thereof, to the extent requisite required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.provided that:

Piggyback Registration Rights. (a) If at any time the Company proposes to register any shares of its Common Stock or any other equity securities (or other securities convertible into equity securities) of the Company under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a Demand Registration or a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of Form S-8 promulgated under the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 Securities Act (or any successor provisionforms thereto) under or any other form not available for registering the Securities Act appliesRegistrable Stock for sale to the public), whether or not for sale for its own accountas soon as practicable prior to the filing of such registration statement with the Commission, it will give written notice of its intention to effect such registration (each such timenotice a “Piggyback Notice”) to (i) if such proposed registration is being made in connection with the Company’s initial Public Offering, give prompt written notice at least 20 days prior WCAS and, unless WCAS elects to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ waive its rights under this Section 2.1 and shall offer the Investors the opportunity 2(d) as provided below with respect to include in such registration statement within ten days of receiving its Piggyback Notice, to each other Stockholder who at the time holds Registrable Stock or (ii) if such number of proposed registration is to occur after the IPO Date, to each Stockholder who at the time holds Registrable Securities as the Investors may requestStock. Upon the written request of an Investor made any Stockholder receiving such notice, given within 10 20 days after the receipt giving of notice from the Company Piggyback Notice to all Stockholders holding Registrable Stock, to register any of its Registrable Stock (which request shall specify state the number of shares of Registrable Securities intended Stock to be disposed so registered and, subject to the other requirements of by such Investorsthis Section 2, the intended method of disposition thereof), the Company will use its best commercially reasonable efforts to effect cause the Registrable Stock, as to which registration shall have been so requested, to be included in the securities to be covered by the registration under the Securities Act of all Registrable Securities that the Company has been so requested statement proposed to register be filed by the InvestorsCompany, all to the extent requisite required to permit the sale or other disposition by such Stockholder of the such Registrable Securities to be Stock so registered; provided, however, that (A) if nothing herein shall prevent the Company from abandoning or delaying such registration involves a at any time. Notwithstanding anything to the contrary contained herein, in connection with any registration statement to be filed prior to the IPO Date, if WCAS elects to waive its rights under this Section 2(d) with respect to such registration and the related initial Public Offering, such waiver shall be effective as a waiver of the Investors must sell their rights of all Stockholders under this Section 2(d) with respect to such registration and offering. In the event that any registration referred to in this Section 2(d) shall be, in whole or in part, an underwritten public offering, such Registrable Securities to Stock shall be included in the underwriters underwriting on the same terms and conditions as apply the shares otherwise being sold through underwriters under such registration. The number of shares of Registrable Stock to be included in such an underwritten offering may be reduced (following consultation with the Company and WCAS) if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the shares or other securities to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) first, all shares proposed to be included by the Company for the account of the Company shall be included, (B) ifsecond, at any time after giving written notice all Registrable Stock proposed to be included by the Stockholders shall be included (subject to pro rata reduction among the Stockholders seeking to include Registrable Stock in such offering based on the number of its intention shares of Registrable Stock held by such Stockholders), and (C) finally, Common Stock proposed to register any Registrable Securities pursuant to this Section 2.1 and prior to be included by the effective date Company for the account of the registration statement filed in connection with such registration, other stockholders of the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationincluded.

Piggyback Registration Rights. (ai) If at any time after the Issuance Date, the Company proposes to register any shares of its Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies)by registration on any form other than Form S-4 or S-8, whether or not for sale for its own account, it will shall each such time, time give prompt written notice at least 20 days prior to the anticipated filing date Holder of its intention to do so and of the Holder’s registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requestArticle IV. Upon the written request of an Investor the Holder, made as promptly as practicable and in any event within 10 days ten (10) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities as such term is defined in Section 5.1 hereof, intended to be disposed of by such Investorsthe Holder and the intended method of disposition), the Company will shall use its reasonable best efforts to effect effect, in the Registration Statement, the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, Holder to the extent requisite required to permit the disposition of the such Registrable Securities to be so registeredin accordance with the intended methods thereof described as aforesaid; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which the Holder shall have indicated to be acceptable to it, the Company shall so advise the Holder of such price, and (B) the Holder shall then have the right to withdraw its request to have its Registrable Securities included in such Registration Statement; provided , further , that if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such Registrable Securitiessecurities, the Company shall may, at its election, (a) give written notice of such determination not to the Investors andregister, thereupon, shall and thereby be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from any obligation of the Company to pay the registration expenses in connection therewith), and (b) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities.

Piggyback Registration Rights. (a) If at any time the Company proposes to register any shares file a Registration Statement under the Securities Act with respect to an Underwritten Offering of Common Stock (equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company on a form that would permit registration of Registrable Securities, other than a registration Registration Statement (Ai) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or similar plan offering of securities solely to the Stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company Company, (iv) for a dividend reinvestment plan or (Cv) in connection with a direct or indirect acquisition by on Form S-4, then the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, shall give prompt written notice at least 20 of such proposed filing to all of the Stockholders as soon as practicable but not less than ten (10) days prior to before the anticipated filing date of the registration statement relating to such registration to the InvestorsRegistration Statement, which notice shall set forth (A) describe the amount and type of securities to be included in such Investors’ rights under this Section 2.1 offering, the intended method(s) of distribution, and shall the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Investors Stockholders the opportunity to include in such registration statement register the sale of such number of Registrable Securities as such Stockholders may request in writing within twenty (20) days after receipt of such written notice (in the Investors may request. Upon the written request case of an Investor “overnight” or “bought” offering, such requests must be made by the Stockholders within 10 days two (2) Business Days after the receipt delivery of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; Company) (such Registration a “Piggyback Registration”); provided, however, that if the Company has been advised by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Stockholders will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (A) if such registration involves a Public Offering, the Investors must sell their no Registrable Securities to can be included in the underwriters on Underwritten Offering in the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date opinion of the registration statement filed in connection with such registrationmanaging Underwriter(s), the Company shall determine for any reason not be required to register offer such Registrable Securities, the Company shall give written notice opportunity to the Investors and, thereupon, shall be relieved of its obligation to register Stockholders or (B) if any Registrable Securities can be included in connection with such registrationthe Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Stockholders shall be determined based on the provisions of Section 5.03(b).

Piggyback Registration Rights. (a) If Whenever the Company proposes to register the offer and sale of any shares of its Common Stock (under the Securities Act other than pursuant to a registration (A) statement on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options form or in connection with any employee benefit or similar plan a registration the primary purpose of which is to register debt securities and the registration form to be used may be used for the registration of Registrable Securities, the Company or will give prompt written notice to all Holders of its intention to effect such a registration and will include (Csubject to the priority provisions described hereinbelow) in connection with a direct or indirect acquisition by the Company such registration all Registrable Securities of another Person or any transaction such Holders with respect to which Rule 145 the Company has received written requests for inclusion therein (or any successor provisiona “Piggyback Registration”) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least within 20 days prior to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), 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 the Investors, to the extent requisite to permit the disposition delivery of the Registrable Securities to be so registeredCompany’s notice; provided, however, that (Ax) if such registration involves a Public Offeringan underwritten public offering, the Investors all Holders must sell their Registrable Securities included therein to the underwriters on the same terms and conditions as apply applicable to the Company and the other holders of the Company’s securities included therein and (By) if, at any time after giving written notice of its intention to register any Registrable Securities Common Stock pursuant to this Section 2.1 7.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable SecuritiesCommon Stock, the Company shall give written notice thereof to the Investors all such Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Piggyback Registration Rights. (a) If the Company proposes to register any of its warrants, Common Stock or any other shares of Common Stock common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock or any other shares of common stock of the Company issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company Company, or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the Investorseach Investor, which notice shall set forth such Investors’ Investor's rights under this Section 2.1 2.3 and shall offer the Investors such Investor the opportunity to include in such registration statement such number of Registrable Securities as the Investors such Investor may request. Upon the written request of an 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 InvestorsInvestor), 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 the Investorseach Investor, to the extent requisite to permit the disposition of the Registrable Securities so to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors each Investor must sell their its Registrable Securities to any underwriters selected by the underwriters Company with the consent of such Investor on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration./s/ AW /s/ RJ -------- -------- Initials Initials

Piggyback Registration Rights. (ai) If the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each at such time, give prompt written notice at least 20 calendar days prior to the anticipated filing date of the registration statement relating to such registration to the InvestorsInvestor, which notice shall set forth such Investors’ Investor’s rights under this Section 2.1 2(b) and shall offer the Investors Investor the opportunity to include in such registration statement such number of Registrable Securities as the Investors Investor may request. Upon the written request of an the Investor made within 10 15 calendar days after of the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended such Investor seeks to be disposed of by such Investorsregister), the Company will use its best commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the InvestorsInvestor, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a an underwritten Public Offering, the Investors Investor must sell their its Registrable Securities to the underwriters on the same terms and conditions as apply to the Company or other selling security holders, (B) if such registration does not involve an underwritten Public Offering, the Investor must sell its Registrable Securities in accordance with the plan of distribution set forth on Exhibit A and (BC) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 2(b) and prior to the effective date of the registration statement Registration 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 the Investors Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Piggyback Registration Rights. (a) If the Company at any time prior to the Shares being eligible for resale pursuant to Rule 144, proposes to register any of its securities under the Securities Act on a registration statement on Form X-0, X-0 or any other form upon which may be registered securities similar to the Shares for sale to the general public except Form S-4 or Form S-8, the Company will at each such time give prompt notice to Purchaser of its intention to do so setting forth the date on which the Company proposes to register any shares of Common Stock (other file such registration statement, which date shall be no earlier than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to from the anticipated filing date of such notice, and advising the registration statement relating Purchaser of his rights to such registration to have the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requestShares included therein. Upon the written request of an Investor made within 10 days after the receipt of notice from Purchaser given to the Company (which request shall specify not less than 5 days prior to the number proposed filing date of Registrable Securities intended to be disposed of by such Investors)registration statement set forth in such notice, the Company will use its reasonable best efforts to effect cause the registration Shares to be registered under the Securities Act of all Registrable Securities that Act. If the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, registered for sale include securities to be sold for the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to account of the Company and to be distributed by or through a firm of underwriters of recognized standing, then the Shares shall also be included in such underwriting, provided that if the underwriter shall advise the Company in writing (Bwith a copy to Purchaser) ifthat, at any time after giving written notice in its opinion, the number of its intention securities requested to register any Registrable Securities be included in such registration exceeds the number that can be sold in such offering without having a adverse effect on such offering, then the Company shall reduce the amount of Shares to be registered on a pro-rata basis with the other securities included on the registration statement. All expenses for such registration under this Section 4.3 shall be xxxxx by the Company. For purposes of clarity, Purchaser’s Piggyback Registration Rights pursuant to this Section 2.1 and prior 4.3 will terminate upon the Shares being eligible for resale pursuant to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationRule 144.

Piggyback Registration Rights. The Company shall, at least thirty (a30) If days prior to the Company proposes to register filing of any shares of Common Stock registration statement under the Securities Act (other than a registration (A) statement on Form S-4 or S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise the public offering of employee or consultant share options or in connection with any employee benefit or similar plan class of its equity securities by the Company or any Other Holders, give written notice of such proposed filing and of the proposed date thereof to each Holder, and if, on or before the tenth (C10th) in connection with a direct or indirect acquisition by day following the date on which such notice is given, the Company shall receive a written request from any Holder requesting that the Company include among the securities covered by such registration statement some or all of another Person or any transaction the Registrable Securities owned by such Holders, the Company shall include such Registrable Securities in such registration statement, if filed. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which Rule 145 (or any successor provision) under a request for registration has been received will be registered by the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior Company and offered to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters public on the same terms and conditions as apply subject to the same conditions applicable to the piggyback registration to be sold by the Company and (B) if, at or by the other Persons selling under such piggyback registration. The Company shall be under no obligation to complete any time after giving written notice offering of its intention securities it proposes to register make under this subparagraph (b) and shall incur no liability to any Registrable Securities pursuant Holder for its failure to this Section 2.1 and prior to the effective date of the registration statement filed in do so. In connection with such registrationany registration covered by this subparagraph (b) involving any underwriting of securities, the Company shall determine for not be required to include any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Holder's Registrable Securities in connection with such registrationregistration unless such Holder accepts the terms of the underwriting as agreed upon between the Company (or other persons who have the right to agree upon the underwriting terms relating to such offering) and the underwriters.

Piggyback Registration Rights. (a) If at any time KCI shall determine to proceed with the Company proposes to register any shares preparation and filing of Common Stock a registration statement (other than a registration (A) statement on Form S-8 or S-4 or any successor or similar formsS-4, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provisionXxxx X-0, xx other limited purpose form) under the Securities Act applies)in connection with KCI's or another securityholder's proposed offer and sale of Common Stock or equity securities convertible into Common Stock, whether or not for sale for its own account, it KCI will each such time, give prompt written notice of its determination to the Shareholders at least 20 twenty (20) days prior to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requeststatement. Upon the written request of an Investor made from a Shareholder given within 10 ten (10) days after the receipt of any such notice from the Company (which request shall specify KCI, KCI will include the number of Registrable Securities intended shares requested by the Shareholder in such registration statement ("Piggyback Registration"). Notwithstanding anything in this Agreement to the contrary, if a Shareholder (a "Piggyback Shareholder") makes a request for Piggyback Registration in a registration statement filed pursuant to another Shareholder's request for a Demand Registration under Section 5.01, and the Piggyback Shareholder is able to register and sell at least seventy-five percent (75%) of the shares requested to be disposed included in the registration, such request shall be deemed to satisfy the Piggyback Shareholder's right to request a Demand Registration under Section 5.01. (b) If a Piggyback Registration is an underwritten primary registration on behalf of by such Investors)KCI and the managing underwriters advise KCI in writing that, in their opinion, the Company will use its best efforts number of total securities to effect be registered in such offering exceeds the number that can be sold in an orderly manner within a price range acceptable to KCI, then the number of securities that the managing underwriter believes may be sold in such offering shall be allocated first to the shares being offered by KCI for inclusion in the registration under I-57 58 statement, then to the Securities Act shares of all Registrable Securities Shareholders submitted for registration, pro rata among the Shareholders in accordance with the number of shares they then hold. (c) If a Piggyback Registration is an underwritten secondary registration on behalf of the shareholders of KCI's securities and the managing underwriters advise KCI in writing that, in their opinion, the number of total securities to be registered in such offering exceeds the number that can be sold in an orderly manner within a price range acceptable to the Company has been so shareholders initially requesting such registration, KCI will include in such registration the securities being requested to register be included therein by the Investors, to holders initially requesting such registration and the extent requisite to permit the disposition shares of the Registrable Securities to be so registered; providedShareholders that requested Piggyback Registration, however, that (A) if pro rata among the holders of such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters securities on the same terms and conditions as apply to basis of the Company and number of shares owned by each such shareholder. (Bd) if, at any time after giving written notice of its intention to register any Registrable Securities KCI shall pay the expenses described in Section 5.06 for registration statements filed pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.5.02. 5.03

Piggyback Registration Rights. If at any time between the second and fourth anniversary of the date on which the issuance of the Shares was approved by the AXSI shareholders (a) If July 21, 1998), XXXX xxxposes to file with the Company proposes to register any shares of Common Stock (other than SEC a registration statement (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision"Piggyback Registration Statement") under the Securities Act applies)with respect to any offering of any Shares, whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date of the other than (i) a registration statement relating with respect to such registration any employee stock options or similar securities, securities issued or to the Investorsbe issued pursuant to any employee benefit plan, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include or any interests in such any employee benefit plan, (ii) a registration statement such number of Registrable Securities as in connection with the Investors may request. Upon the written request consummation of an Investor made within 10 days after the receipt of notice from the Company acquisition or business combination transaction, or (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (Aiii) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registrationan exchange offer or an offering of securities to AXSI's existing security holders, the Company AXSI shall determine for any reason not to register such Registrable Securities, the Company shall in each case give written notice (a "Piggyback Registration Notice") of such proposed filing of such Piggyback Registration Statement to XLV as soon as practicable, but in no event less than 20 days before the anticipated filing date, and shall, subject to the Investors andprovisions of this Section VII.B, thereuponuse its commercially reasonable efforts to include in such Piggyback Registration Statement the Registrable Securities with respect to which AXSI has received from XLV a written request for inclusion therein within 15 days after the Piggyback Registration Notice is given to XLV. Notwithstanding the foregoing, shall AXSI will not be relieved of its obligation required to register include any Registrable Securities in connection any registration statement if such registration statement is declared effective on or following the fourth anniversary of the approval of the issuance of the Shares by the AXSI shareholders (July 21, 1998). In the case of an underwritten registration, if the managing underwriters advise AXSI in writing that in their opinion the inclusion in such registration statement of all the Registrable Securities proposed to be included (together with any Shares proposed to be included in such registration statement by other holders of Shares who also have exercised piggyback registration rights with respect to such registration) would interfere with the successful marketing of the securities proposed to be registered, then XLV shall be entitled to include such number of shares as, in the opinion of the managing underwriter, would not so interfere and such shares shall be allocated among XLV and any other holders of Shares who have also had exercised piggyback registration rights with respect to such registration pro rata in proportion to their respective holdings of Shares (or as they may otherwise agree). The delivery of a Piggyback Registration Notice by AXSI shall in no way obligate AXSI to file a Piggyback Registration Statement under this Section VII.B and notwithstanding any such filing, AXSI may, in its sole discretion, determine not to offer the securities to which the registration statement relates or to otherwise withdraw such registration statement. XLV may not participate in any registration hereunder unless XLV (x) in the case of an underwritten registration, agrees to sell such Registrable Securities on the basis provided in any underwriting arrangements approved by AXSI, (y) provides all such information as is reasonably required to effect such registration and completes and executes all undertakings, questionnaires, powers of attorney, indemnities, underwriting agreements (in the case of an underwritten registration) and other documents reasonably required under the terms of such underwriting arrangements (in the case of an underwritten registration) or applicable laws and (z) in the case of an underwritten registration, complies with all other reasonable requests of the managing underwriter (including but not limited to requests for the delivery of customary legal opinions by counsel to XLV) and complies with all other reasonable requests related to such registration.

Piggyback Registration Rights. (a) If at any time the Company proposes shall determine to register any shares of Common Stock (other than prepare and file with the Commission a registration statement (A) on Form S-8 or S-4 or any successor or similar forms, (Ba “ Registration Statement ”) relating to Common Stock issuable upon exercise an offering for its own account or the account of employee others under the Securities Act of any of its equity securities, other than on Form S-4 or consultant share options 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 employee benefit acquisition of any entity or similar plan of the Company business or (C) equity securities issuable in connection with a direct stock option or indirect acquisition 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 of another Person or any transaction in such written notice as may be necessary for the Company to comply with its obligations with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to the anticipated filing date timing of the registration statement relating to filing of such registration to the InvestorsRegistration Statement, which notice any such holder shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include so request in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an Investor made within 10 days after the receipt of notice from the Company writing (which request shall specify the number of Registrable Securities Conversion Shares and the Warrant Shares intended to be disposed of by such Investorsthe Purchasers, if any), the Company will use its best efforts to effect cause the registration under the Securities Act of all Registrable Securities that Conversion Shares and the Warrant Shares which the Company has been so requested to register by the Investorsholder, to the extent requisite required to permit the disposition of the Registrable Securities Conversion Shares and the Warrant Shares so to be so registered; provided, however, provided that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such Registrable Securitiessecurities, the Company shall may, at its election, give written notice of such determination to the Investors such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities Conversion Shares and 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 Conversion Shares and 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 Conversion Shares and Warrant Shares such holder requests to be registered; provided, however , that the Company shall not be required to register any Conversion Shares and 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 inclusion of the Conversion Shares and Warrant Shares in such Registration Statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Conversion Shares and 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 Conversion Shares and Warrant Shares of the holders, then (x) the number of Conversion Shares and Warrant Shares of the holders included in such Registration Statement shall be reduced pro-rata among such holders (based upon the number of Conversion Shares and Warrant Shares requested to be included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Conversion Shares and Warrant Shares, or (y) none of the Conversion Shares and Warrant Shares of the Holders shall be included in such Registration Statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Conversion Shares and Warrant Shares; provided, however , that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Conversion Shares and Warrant Shares intended to be offered by the holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registration Rights. (a) If Subject to Sections 5.03(b) and 5.04, until the one (1)-year anniversary of this Agreement, if the Company at any time proposes to register any shares of Company Common Stock or effect a take-down from a shelf Registration Statement for its own account (other than a “Company Registration”) or for the account of any Purchaser possessing demand rights (including in connection with a Registration Demand) (a “Stockholder Registration”) under the Securities Act by registration (A) on Form S-8 S-1 or S-4 Form S-3 or any successor or similar forms, form(s) (Bexcept registrations on any such form or similar form(s) relating to Common Stock issuable upon exercise for registration of employee or consultant share options or securities in connection with any an employee benefit plan, a dividend reinvestment plan or similar plan a merger or consolidation, or incidental to an issuance of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which securities under Rule 145 (or any successor provision) 144A under the Securities Act appliesAct), whether or not for sale for its own account, it will each at such time, time give prompt written notice at least 20 days prior as promptly as reasonably practicable to the holders of Registrable Shares of its intention to do so, including the anticipated filing date of the registration statement relating Registration Statement or prospectus supplement, as the case may be, and, if known, the number of shares of Company Common Stock that are proposed to be included in such registration to Registration Statement or prospectus supplement, as the Investorscase may be, which notice shall set forth such Investors’ and of the rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request5.03. Upon the written request of an Investor made within 10 days after the receipt a holder of notice from the Company Registrable Shares (which request shall specify the maximum number of Registrable Securities Shares intended to be disposed of by such Investorsholder and such other information as is reasonably required to effect the registration of such shares of Company Common Stock), made as promptly as practicable and in any event within fifteen (15) Business Days after the receipt of any such notice (five (5) Business Days if the Company states in such written notice or gives telephonic notice to such Purchaser, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will Company, subject to Section 5.04, shall use its best commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that Shares which the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition holders of the Registrable Securities to be so registeredShares; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationregistration or, if applicable, filing of a prospectus supplement with respect to such offering, the Company shall determine for any reason not to register or to delay registration of such Registrable Securitiessecurities, the Company shall give written notice of such determination to the Investors and, thereuponholders of Registrable Shares requesting registration under this Section 5.03 (which such holders will maintain in strict confidence) and (A) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities Shares in connection with such registrationregistration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Shares, for the same period as the delay in registering such other securities.

Piggyback Registration Rights. (a) If at any time following the Closing Date the Company proposes to register any shares of Common Stock the Securities under the Act (other than an underwritten public offering or a registration (A) on Form S-8 or S-4 S-4, or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share stock 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act appliesentity), whether or not for sale for its own account, it will the Company shall each such time, time give prompt written notice at least 20 ten (10) days prior to the anticipated filing date of the registration statement relating to such registration to the InvestorsInvestor, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors Investor the opportunity to include in such registration statement such the number of Registrable Securities as the Investors such Investor may request. Upon the written request of an Investor made within 10 five (5) days after the receipt of notice from the Company (which request shall specify the number and nature of Registrable the Securities intended to be disposed registered by Investor, which may include the shares of by such InvestorsCommon Stock issuable upon exercise of the Warrants (the "Warrant Shares")), the Company will shall use its best all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities so to be so registered; provided, however, provided that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 2.11 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The obligations under this Section 2.11 shall expire when all of the Securities are saleable by Investors pursuant to Rule 144 without limitation as to volume.

Piggyback Registration Rights. (aUntil such time as the Registrable Securities may be sold in accordance with Rule 144(b) If of the Commission under the Securities Act, if the Company at any time proposes to register file on its behalf and/or on behalf of any shares of Common Stock its security holders (the “Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration (A) statement on Form S-4 or S-8 or S-4 or any successor form or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with the Company’s employees pursuant to any employee benefit or similar plan plan, respectively) for the general registration of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction securities to be sold for cash with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own accountCommon Stock, it will each such time, give prompt written notice to the Registered Holder at least 20 ten (10) days prior to before the initial filing with the Commission of the registration statement (or, in the case of a registration statement that has already been filed with the Commission but has not yet been declared effective, within ten (10) days before the anticipated filing effective date of the registration statement relating to such registration to the Investorsstatement), which notice shall set forth such Investors’ rights under this Section 2.1 and the intended method of disposition of the securities that the Company proposes to register. The notice shall offer the Investors the opportunity to include in such registration statement such filing the aggregate number of Registrable Securities as the Investors Registered Holder may request. Upon the written request of an Investor made within 10 days after the receipt of notice from Nothing in this Section 5A shall preclude the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), the Company will use its best efforts to effect from discontinuing the registration of its securities being effected on its behalf under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, this Section 5A at any time after giving written notice of its intention to register and for any Registrable Securities pursuant to this Section 2.1 and prior to reason before the effective date of the registration statement filed relating thereto; but, in connection with such registrationthat event, the Company shall determine notify the Registered Holder of such discontinuation of the registration. The Registered Holder desiring to have Registrable Securities registered under this Section 5A shall advise the Company in writing within five (5) days after the date of receipt of such offer from the Company, setting forth the amount of Registrable Securities for any reason not which registration is being requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to register the next sentence. If the managing underwriter or underwriters of the proposed public offering shall advise the Company in writing that, in their good faith opinion, the number of Registrable Securities to be included in such registration would materially and adversely affect the marketing or price of such securities to be sold, the Company will allocate the securities to be included in such registration in accordance with the following priority: (1) first, the securities to be included in such registration by the Company or the holder or holders initiating the registration and (2) next, the Registrable SecuritiesSecurities requested to be included in such registration by the Registered Holder. Except as otherwise provided in Section 5D, the Company shall give written notice bear all expenses of such registration. If any registration pursuant to this Section 5A is underwritten, the Investors Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the ten (10) day period before, and during the one hundred eighty (180) day period beginning on the closing date of each underwritten offering by the Company made pursuant to a registration statement filed pursuant to this Section 5A (except as part of such underwritten registration) plus the extension period that is requested by the managing underwriter or underwriters to address FINRA regulations regarding the publication of research whether or not the holder participates in such registration; and, thereuponexcept as may be required under agreements that the Company enters into before the date hereof, the Company shall be relieved cause each holder of its obligation privately placed Common Stock or Convertible Securities issued by it at any time on or after the date of this Warrant to register agree not to effect any Registrable public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A of the Commission under the Securities in connection with such registrationAct.

Piggyback Registration Rights. (a) If The Company covenants and agrees with the Company Placement Agent and any other Holders or subsequent Holders of the Registrable Securities that if, at any time within the period commencing on the Settlement Date and ending five years after the Closing Date, it proposes to register file a registration statement or Offering Statement with respect to any shares class of Common Stock equity or equity-related security (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating in connection with an offering to Common Stock issuable upon exercise of employee or consultant share options the Company's employees or in connection with any employee benefit an acquisition, merger or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provisiontransaction) under the Securities Act applies)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, whether or not for sale for its own account, it the Company will each such time, give prompt written notice (which, in the case of a registration statement or notification pursuant to the exercise of demand registration rights other than those provided in Section 10(a) of this Agreement, shall be within ten (10) business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 20 30 days prior to such filing) to the anticipated filing date Holders of 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 relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 or Offering Statement and shall will offer the Investors the opportunity to include in such registration statement or Offering Statement all but not less than 20% of the Registrable Securities and limited, in the case of a Regulation A offering, to the amount of the available exemption, subject to paragraphs (i) and (ii) of this paragraph (b), such number of Registrable Securities as with respect to which the Investors may request. Upon the Company has received written request of an Investor made requests for inclusion therein within 10 ten (10) days after the receipt giving of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities Company. All registrations requested pursuant to this Section 2.1 and prior paragraph (b) are referred to herein as "Piggyback Registrations". All Piggyback Registrations pursuant to this paragraph (b) will be made solely at the effective date of the Company's expense. This paragraph is not applicable to a registration statement filed in connection with such registration, by the Company shall determine for with the Commission on Forms S-4 or S-8 or any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationsuccessor forms.

Piggyback Registration Rights. (aSubject to Section 2(d) If hereof, if at any time the Company proposes files a Mandatory Shelf Registration Statement pursuant to register any shares of Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction New Investor Registration Rights Agreement with respect to which Rule 145 (or the sale of any successor provision) “Registrable Shares” under the Securities Act applies)New Investor Registration Rights Agreement, whether or not for sale for its own account, it will each such time, then the Company shall give prompt written notice at least 20 days prior (the “Initial Notice”) to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and Holders. The Initial Notice shall offer the Investors Holders the opportunity to include in such registration statement register such number of Registrable Securities as such holders may request and set forth (i) the Investors may request. Upon the written request anticipated filing date of an Investor made within 10 days after the receipt of notice from the Company such Mandatory Shelf Registration Statement, (which request shall specify ii) the number of Registrable Securities intended shares of Class A Common Stock that are proposed to be disposed included in such Mandatory Shelf Registration Statement, and (iii) the proposed manner of by such Investorsdistribution. Subject to Section 2(d), the Company will use its best efforts to effect the registration under the Securities Act of all shall include in such Mandatory Shelf Registration Statement such Registrable Securities that the Company Shares for which it has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving received written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not requests to register such Registrable Securitiesshares within twenty (20) business days after the delivery of the Initial Notice. The Company may decline to file such Mandatory Shelf Registration Statement after giving the Initial Notice, the Company shall give written notice or withdraw such Mandatory Shelf Registration Statement after filing and after such Initial Notice as provided and subject to the Investors andNew Investor Registration Rights Agreement. For the avoidance of doubt, thereupon, this Section 2(a) shall be relieved of its obligation not apply to register any Registrable Securities in connection with such registrationan IPO Registration Statement filed by the Company.

Piggyback Registration Rights. (a) If the Company proposes to register any of its warrants, Common Stock or any other shares of Common Stock common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock or any other shares of common stock of the Company issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company Company, or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the Investorseach Investor, which notice shall set forth such Investors’ Investor's rights under this Section 2.1 2.3 and shall offer the Investors such Investor the opportunity to include in such registration statement such number of Registrable Securities as the Investors such Investor may request. Upon the written request of an 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 InvestorsInvestor), 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 the Investorseach Investor, to the extent requisite to permit the disposition of the Registrable Securities so to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors each Investor must sell their its Registrable Securities to any underwriters selected by the underwriters Company with the consent of such Investor on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration./s/ AW /s/ RJ ---------- ---------- Initials Initials

Piggyback Registration Rights. (a) If The Company covenants and agrees with the Company Holders of the Registrable Securities that if, at any time within the 30 month period commencing from the date hereof, and ending December 31, 1998, it proposes to register any shares of Common Stock file with the Securities and Exchange Commission (other than the "SEC") a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company or (C) in connection with Registration Statement ( a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision"Registration Statement") under the Securities Act appliesof 1933, as amended (the "Act"), whether with respect to the sale of any class of security (other than pursuant to a Registration Statement on Forms S-4 or not S-8 or any successor form or other than a post-effective amendment to a Registration Statement that relates to the Company's publicly traded warrants), in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of the Company's securities and the registration form to be used may be used for sale for its own accountregistration of the Registrable Securities, it the Company will each such time, give prompt written notice (which, in the case of a Registration Statement pursuant to the exercise of registration rights, shall be within ten (10) business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 20 twenty (20) days prior to such filing) to the anticipated filing date Holders of Registrable Securities at the addresses appearing on the records of the registration statement relating Company of its intention to such registration to the Investorsfile a Registration Statement, which notice shall set forth such Investors’ rights under this Section 2.1 and shall will offer the Investors the opportunity to include in such registration statement such Registration Statement, all or any portion of the Registrable Securities. The offer to include the Registrable Securities is limited by subparagraphs (a) and (b) of this Section 1. In any event, the maximum number of Registrable Securities as which shall be registered shall not exceed that number for which the Investors may request. Upon the Company has received written request of an Investor made requests for inclusion therein within 10 fifteen (15) days after the receipt giving of notice from by the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), the Company. The Company will use its best efforts efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to effect cause to become effective such Registration Statement as promptly as practicable. In that regard, the registration under Company makes no representations or warranties as to its ability to have the Securities Act Registration Statement declared effective. All registrations requested pursuant to this Section 1 are referred to herein as "Piggyback Registrations." All Piggyback Registrations pursuant to this Section 1 will be made solely at the Company's expense, exclusive of all any sales commissions incurred from the sale of the Common Stock and any attorneys' fees incurred by the Holders resulting from the hiring of their own attorneys, if any Registrable Securities are sold. In the event the Company is advised by the staff of the SEC, Nasdaq, or any self-regulatory or state securities agency that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition inclusion of the Registrable Securities to be so registered; providedwill prevent, however, that (A) if such registration involves preclude or materially delay the effectiveness of a Public OfferingRegistration Statement filed, the Investors must sell their Company, in good faith, may amend such Registration Statement to exclude the Registrable Securities without otherwise affecting the Holders rights to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationother Registration Statement herein.

Piggyback Registration Rights. (a) If The Company covenants and agrees with the Company Placement Agent and any other Holders or subsequent Holders of the Registrable Securities that if, at any time within the period commencing two years and ending five years after the Effective Date, it proposes to register file a Registration Statement with respect to any shares class of Common Stock (other than security under the Act in a primary registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan behalf of the Company or (C) and/or in connection with a direct or indirect acquisition by 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, the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior (which, in the case of a Registration Statement or notification pursuant to the anticipated filing date exercise of demand registration rights other than those provided in Section 10(a) of this Agreement, shall be within ten (10) business days after the Company's receipt of notice of such exercise) to, the Holders of Registrable Securities (regardless of whether some of the registration statement relating 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 such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 file a Registration Statement and shall will offer the Investors the opportunity to include in such registration statement to the maximum extent possible such number of Registrable Securities as with respect to which the Investors may request. Upon the Company has received written request of an Investor made requests for inclusion therein within 10 ten (10) days after the receipt giving of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities Company. All registrations requested pursuant to this Section 2.1 and prior 10(b) are referred to the effective date of the registration statement herein as "Piggyback Registrations." This paragraph is not applicable to a Registration Statement filed in connection with such registration, by the Company shall determine for with the Commission on Forms S-4 or S-8 or any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationsuccessor forms.

Piggyback Registration Rights. (a) If Whenever the Company proposes to register file a Registration Statement under the Securities Act relating to any shares of Common Stock its securities (including all or a portion of the Securities), whether or not for its own account (other than a registration (A) Registration Statement on Form S-8 or S-4 or any successor or similar forms), (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company or shall give written notice thereof to the Holders as soon as practicable (Cbut in any event at least thirty (30) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act appliesdays before such filing), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 days prior to offering the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors Holders the opportunity to include in register on such registration statement Registration Statement such number of Registrable Securities as the Investors Holders may request. Upon request in writing, subject to the written request provisions of an Investor made within 10 Section 3(c) hereof, not later than twenty (20) days after the date of such notice (a “Piggyback Registration”). Upon receipt of notice from by the Company (which request shall specify the number of Registrable Securities intended to be disposed of by any such Investors)request, the Company will shall use its best efforts to effect include such Registrable Securities in such Registration Statement and to cause such Registration Statement to become effective with respect to such Registrable Securities in accordance with the registration under procedures set forth in Section 3(c) hereof. Notwithstanding the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investorsforegoing, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 securities and prior to before the effective date effectiveness of the registration statement Registration Statement filed in connection with such registration, the Company shall determine determines for any reason either not to register effect such Registrable Securitiesregistration or to delay such registration, the Company shall give may, at its election, by delivery of written notice to each Holder (i) in the Investors andcase of a determination not to effect registration, thereupon, shall be relieved relieve itself of its obligation to register any the Registrable Securities in connection with such registration or (ii) in the case of a determination to delay registration, delay the registration of such Registrable Securities for the same period as the delay in the registration of all other securities included in such registration. Each Holder requesting inclusion in such registration pursuant to this Section 3(a) 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.

Piggyback Registration Rights. (a) If The Company covenants and agrees with the Stockholders that in the event the Company at any time prior to September 11, 2000, proposes to register file a registration statement under the 1933 Act, including, without limitation, a registration statement with respect to any shares class of Common Stock security (other than in connection with an exchange offer or a registration (A) statement on Form Forms S-4 or S-8 or S-4 or any successor forms thereto or similar formsother unsuitable registration statements), (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of then the Company shall in each case promptly give written notice of such proposed filing to the Stockholders and such notice shall offer to the Stockholders the opportunity to include their Registrable Securities in such registration statement. The Company shall permit, or (C) in connection with shall cause the managing underwriter of a direct or indirect acquisition by proposed offering to permit, the Company Stockholders of another Person or any transaction Registrable Securities with respect to which Rule 145 (or any successor provision) under the Securities Act applies)Company has received, whether or not within 30 days after the Company gives such notice, a written request for sale for its own account, 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 the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include inclusion in such registration statement to include such number of Registrable Securities as securities in the Investors may request. Upon the written request of an 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 Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters proposed offering on the same terms and conditions as apply applicable to the securities of the Company included in such registration. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company and (B) ifsuch Stockholders in writing that, at any time after giving written notice in its opinion, the distribution of its intention to register any all or a portion of the Registrable Securities pursuant requested to be included in the registration concurrently with the securities being registered by the Company could materially adversely affect the distribution of securities by the Company for its own account, then the amount of Registrable Securities of the Stockholders to be included in such offering shall be reduced to the required level. All Registration Expenses (as defined in Section 6.5) of such registration under this Section 2.1 6.3 shall be borne by the Company, whether or not such registration becomes effective provided, however, that the Stockholders shall bear and prior be responsible for all Registration Expenses attributable to the effective date inclusion of their Registrable Shares in the registration 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 the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationoffering.

Piggyback Registration Rights. (a) If At any time commencing six months following an IPO, if the Company proposes to register any shares of Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies)on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, each holder of Registrable Securities will have the right to include its Registrable Securities in such registration in accordance with this Section 4.02 and the Company will give prompt written notice to all holders of Registrable Securities of its intention to do so, describing the number of shares to be registered for sale and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, whether or not for sale for such registration will be in connection with an underwritten offering of its own accountCommon Stock and, it will each such timeif so, give prompt written notice at least 20 days prior to the anticipated filing date identity of the registration statement relating managing underwriter and whether such offering will be pursuant to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requesta “best efforts” or “firm commitment” underwriting). Upon the written request of an Investor made any holder of Registrable Securities delivered to the Company within 10 30 days after the receipt of such notice from the Company shall have been received by such holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Investorsholder and shall confirm that such holder will dispose of such Registrable Securities pursuant to the Company’s intended method of disposition), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investorsholders of Registrable Securities, to the extent requisite to permit the disposition (in accordance with the Company’s intended method of disposition) of the Registrable Securities so to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.that:

Piggyback Registration Rights. (a) If The Company covenants and agrees with the Company Representative and any other Holders or subsequent Holders of the Registrable Securities that if, at any time within the period commencing one year and ending five years after the Effective Date, it proposes to register file a registration statement with respect to any shares class of Common Stock equity or equity-related security (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating in connection with an offering to Common Stock issuable upon exercise of employee or consultant share options the Company's employees or in connection with any employee benefit an acquisition, merger or similar plan transaction) under the Act in a primary registration on behalf of the Company or (C) and/or in connection with a direct or indirect acquisition by 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, the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice (which, in the case of a registration statement or notification pursuant to the exercise of demand registration rights other than those provided in Section 10(a) of this Agreement, shall be within ten (10) business days after the Company's receipt of notice of such exercise and, in any event, at least 20 30 days prior to such filing) to the anticipated filing date Holders of Registrable Securities (regardless of whether some of the Holders 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 relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall will offer the Investors the opportunity to include in such registration statement any of the Registrable Securities subject to paragraphs (i) and (ii) of this paragraph (b), such number of Registrable Securities as with respect to which the Investors may request. Upon the Company has received written request of an Investor made requests for inclusion therein within 10 ten (10) days after the receipt giving of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities 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 (other than as provided in Section 2.1 and prior 10(d) hereof). This paragraph is not applicable to the effective date of the registration statement filed in connection with such a registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Piggyback Registration Rights. (aUntil such time as the Registrable Securities may be sold in accordance with Rule 144(b) If under the Securities Act, if the Company at any time proposes to register file on its behalf and/or on behalf of any shares of Common Stock its security holders (the “Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration (A) statement on Form S-4 or S-8 or S-4 or any successor form or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with the Company’s employees pursuant to any employee benefit or similar plan plan, respectively) for the general registration of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction securities to be sold for cash with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own accountCommon Stock, it will each such time, give prompt written notice to the Registered Holder at least 20 ten (10) days prior to before the initial filing with the Commission of the registration statement (or, in the case of a registration statement that has already been filed with the Commission but has not yet been declared effective, within ten (10) days before the anticipated filing effective date of the registration statement relating to such registration to the Investorsstatement), which notice shall set forth such Investors’ rights under this Section 2.1 and the intended method of disposition of the securities that the Company proposes to register. The notice shall offer the Investors the opportunity to include in such registration statement such filing the aggregate number of Registrable Securities as the Investors Registered Holder may request. Upon the written request of an Investor made within 10 days after the receipt of notice from Nothing in this Section 5A shall preclude the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), the Company will use its best efforts to effect from discontinuing the registration of its securities being effected on its behalf under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, this Section 5A at any time after giving written notice of its intention to register and for any Registrable Securities pursuant to this Section 2.1 and prior to reason before the effective date of the registration statement filed relating thereto; but, in connection with such registrationthat event, the Company shall determine notify the Registered Holder of such discontinuation of the registration. The Registered Holder desiring to have Registrable Securities registered under this Section 5 A shall advise the Company in writing within five (5) days after the date of receipt of such offer from the Company, setting forth the amount of Registrable Securities for any reason not which registration is being requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to register the next sentence. If the managing underwriter or underwriters of the proposed public offering shall advise the Company in writing that, in their good faith opinion, the number of Registrable Securities to be included in such registration would materially and adversely affect the marketing or price of such securities to be sold, the Company will allocate the securities to be included in such registration in accordance with the following priority: (a) first, the securities to be included in such registration by the Company or the holder or holders initiating the registration and (b) next, the Registrable SecuritiesSecurities requested to be included in such registration by the Registered Holder. Except as otherwise provided in Section 5D, the Company shall give written notice bear all expenses of such registration. If any registration pursuant to this Section 5A is underwritten, the Investors Company will select investment banker(s) and managers) and make other decisions regarding the underwriting arrangements for the offering. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the ten (10) day period before, and during the one hundred eighty (180) day period beginning on the closing date of each underwritten offering by the Company made pursuant to a registration statement filed pursuant to this Section 5A (except as part of such underwritten registration) plus the extension period that is requested by the managing underwriter or underwriters to address FINRA regulations regarding the publication of research whether or not the holder participates in such registration; and, thereuponexcept as may be required under agreements that the Company enters into before the date hereof, the Company shall be relieved cause each holder of its obligation privately placed Common Stock or Convertible Securities issued by it at any time on or after the date of this Warrant to register agree not to effect any Registrable public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A of the Commission under the Securities in connection with such registrationAct.

Piggyback Registration Rights. (a) If The Company covenants and agrees with the Company Representative and any other Holders or subsequent Holders of the Registrable Securities that if, at any time within the period commencing one year and ending four years after the Effective Date, it proposes to register file a Registration Statement with respect to any shares class of Common Stock security (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan an offering to the Company’s employees) under the Act in a primary registration on behalf of the Company or (C) and/or in connection with a direct or indirect acquisition by 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, the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice (which in the case of a Registration Statement or notification pursuant to the exercise of demand registration rights other than those provided in Section 10(a) of this Agreement, shall be within ten (10) business days after the Company’s receipt of notice of such exercise, in any event, shall be at least 20 30 days prior to such filing) to, the anticipated filing date Holders of 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 relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall will offer the Investors the opportunity to include in such registration statement statement, subject to sub-paragraphs (i) and (ii) of this paragraph (b), such number of Registrable Securities as with respect to which the Investors may request. Upon the Company has received written request of an Investor made requests for inclusion therein within 10 ten (10) days after the receipt giving of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities Company. All registrations requested pursuant to this Section 2.1 and prior 10(b) are referred to herein as “Piggyback Registrations,” All Piggyback Registrations pursuant to this Section 10(b) will be made solely at the effective date of the registration statement Company’s expense. This paragraph is not applicable to a Registration Statement filed in connection with such registration, by the Company shall determine for with the Commission on Forms S-4 or S-8 or any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationsuccessor forms.

Piggyback Registration Rights. (ai) If the Company at any time proposes to register any shares under the Securities Act of Common Stock 1933, as amended (the "Securities Act") (other than a registration (A) on Form S-4 or S-8 or S-4 or any successor or similar forms, (Bforms thereto and other than a registration pursuant to paragraph 1(b) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act appliesbelow), whether or not for sale for its own accountaccount (including, without limitation, pursuant to the exercise by any other person or entity of any registration rights granted by the Company), on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time, give prompt written notice to MSI 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, (x) whether or not such registration will be in connection with an underwritten offering of equity 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 and (y) the anticipated price range at least 20 days prior which such equity securities are reasonably expected to be sold to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requestpublic). Upon the written request of an Investor made MSI delivered to the Company within 10 15 calendar days after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such InvestorsMSI and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all the Registrable Securities that the Company has been so requested to register by the Investorsregister, subject to the extent requisite to permit the disposition further provisions of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.agreement;

Piggyback Registration Rights. (ai) If At any time after the 210-day anniversary of the date hereof, if the Company proposes to register any of its Common Stock or any other shares of Common Stock common stock of the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 10 calendar days prior to the anticipated filing date of the registration statement relating to such registration to the InvestorsInvestor, which notice shall set forth such Investors’ Investor’s rights under this Section 2.1 2(b) and shall offer the Investors Investor the opportunity to include in such registration statement such number of Registrable Securities as the Investors Investor may request. Upon the written request of an the Investor made within 10 three calendar days after of the receipt of post office date stamp on the notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such InvestorsInvestor), the Company will use its best reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the InvestorsInvestor, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 2(b) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Piggyback Registration Rights. If, at any time during the four (a4) If year period commencing upon the first anniversary of the final closing of the Offering, the Company proposes to register any shares of Common Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) its securities under the Securities Act appliesof 1933, as amended (the "1933 Act") (other than pursuant to Form S-4 or S-8 or other comparable form), whether or not for sale for its own account, it will each such time, the Company shall give prompt written notice to all Holders of its intention to file such registration statement at least 20 twenty (20) days prior to the anticipated filing date thereof and of such Holders' rights with regard to the inclusion therein of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requestRegisterable Securities. Upon the written request of an Investor made a majority of the Holders delivered to the Company within 10 ten (10) days after the receipt giving of such notice from the Company (which request shall specify the number of Registrable Registerable Securities intended to be disposed of by such InvestorsHolders, the number of shares of Common Stock and other securities of the Company beneficially owned by the Holders and the intended method of disposition thereof), the Company will use its best efforts to effect shall include in such registration statement the registration under the Registerable Securities Act of all Registrable Securities that the Company has been so held by each such Holder requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registeredincluded therein; provided, however, that (A) if such registration involves a Public Offeringthat, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving such written notice of its the Company's intention to register any Registrable of the Holder's Registerable Securities pursuant to this Section 2.1 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 the registration of such Registrable SecuritiesRegisterable Securities or to withdraw any filed registration statement, the Company shall may give written notice of such determination to the Investors and, thereupon, each Holder and thereupon shall be relieved of its obligation to register any Registrable Registerable Securities issued or issuable in connection with such registration (but not from its obligation to pay registration expenses in connection therewith or to register the Registerable Securities in a subsequent registration); and in the case of a determination to delay a registration, shall thereupon be permitted to delay registering any Registerable Securities for the same period as the delay in respect of securities being registered for the Company's own account.

Piggyback Registration Rights. (a) If Whenever the Company proposes to register the offer and sale of any shares of the Common Stock under the Securities Act (other than pursuant to a registration (A) statement on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options form or in connection with any employee benefit or similar plan a registration the primary purpose of which is to register debt securities) and the registration form to be used may be used for the registration of Registrable Securities, the Company or will give prompt written notice to each Holder of Registrable Securities of its intention to effect such a registration and will include (Csubject to the priority provisions described hereinbelow) in connection with a direct or indirect acquisition by the Company of another Person or any transaction such registration all Registrable Securities with respect to which Rule 145 the Company has received written requests for inclusion therein (or any successor provisiona “Piggyback Registration”) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least within 20 days prior to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), 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 the Investors, to the extent requisite to permit the disposition delivery of the Registrable Securities to be so registeredCompany’s notice; provided, however, that (Ax) if such registration involves a Public Offeringan underwritten public offering, the Investors all holders of Registrable Securities must sell their Registrable Securities included therein to the underwriters on the same terms and conditions as apply applicable to the Company and the other holders of the Company’s securities included therein and (By) if, at any time after giving written notice of its intention to register any Registrable Securities Common Stock pursuant to this Section 2.1 4.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable SecuritiesCommon Stock at such time, the Company shall give written notice thereof to the Investors each such Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company covenants that it shall, not later than ten (10) days following the closing of the Merger, prepare and file with the SEC a Registration Statement on Form S-3 (or, if permissible under the SEC’s rules and regulations, a post-effective amendment to a then effective registration statement on such form), in which the Shares will be eligible for inclusion, subject to the terms and conditions herein contained.

Piggyback Registration Rights. (a) If Except as provided in Section 2(b) below, if, at any time when there is not an effective registration statement covering the Registrable Shares, the Company proposes shall determine to register prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any shares of Common Stock its equity securities ("Other Securities"), other than a registration (A) on Form S-8 or S-4 or any successor Form S-8 (each as promulgated under the Securities Act) or similar forms, (B) its then equivalents relating to Common Stock issuable upon exercise of employee or consultant share options or equity securities to be issued solely in connection with any employee benefit acquisition of any entity or similar plan of the Company business or (C) equity securities issuable in connection with a direct stock option or indirect acquisition by other employee benefit plans, then the Company of another Person or any transaction with respect shall send to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number Holder of Registrable Securities as the Investors may request. Upon the written request notice of an Investor made such determination and, if within 10 thirty (30) days after the receipt of notice from the Company such notice, any such Holder shall so request in writing (which request shall specify the number of Registrable Securities intended to be disposed of by such Investorsthe Holders), the Company will use its best efforts to effect cause the registration under the Securities Act of all Registrable Securities that which the Company has been so requested to register by the InvestorsHolders, to the extent requisite to permit the disposition of the Registrable Securities so to be so registered; , provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Other Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable or to delay registration of the Other Securities, the Company shall may, at its election, give written notice of such determination to the Investors such Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationregistration (but not from its obligation to pay expenses in accordance with Section 5 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 2(a) for the same period as the delay in registering the Other Securities. The Company shall include in such registration statement all or any part of the Registrable Securities which a Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 2(a) that are eligible for sale pursuant to Rule 144(k) 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 inclusion of the Registrable Securities in such registration statement, or if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities 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 Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration statement shall be reduced pro-rata among such Holders, any Hyde Holders and any Oracle Holders seeking respectively to register Registrable Securities, Hyde Registrable Securities or Oracle Registrable Securities, or (y) none of the Registrable Securities, Hyde Registrable Securities or Oracle Registrable Securities shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities, Hyde Registrable Securities or Oracle Registrable Securities; provided, however, that, in either case, except as set forth below, if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holders than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggyback Registration Rights. (a) If at any time following the Closing Date the Company proposes to register any shares of Common Stock the Securities under the Act (other than an underwritten public offering or a registration (A) on Form S-8 or S-4 S-4, or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share stock 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act appliesentity), whether or not for sale for its own account, it will the Company shall each such time, time give prompt written notice at least 20 ten (10) days prior to the anticipated filing date of the registration statement relating to such registration to the InvestorsInvestor, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors Investor the opportunity to include in such registration statement such the number of Registrable Securities as the Investors such Investor may request. Upon the written request of an Investor made within 10 five (5) days after the receipt of notice from the Company (which request shall specify the number and nature of Registrable the Securities intended to be disposed registered by Investor, which may include the shares of by such InvestorsCommon Stock issuable upon exercise of the Warrants (the "Warrant Shares"), the Company will shall use its best all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities so to be so registered; provided, however, provided that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 2.10 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The obligations under this Section 2.10 shall expire when all of the Securities are saleable by Investors pursuant to Rule 144 without limitation as to volume.

Piggyback Registration Rights. (ai) If Whenever the Company proposes to register any of its Common Shares or any other common shares of Common Stock the Company under the Securities Act (other than a registration (A) pursuant to a demand registration under Section 2(a) herein, (B) on Form S-8 or S-4 or any successor or similar forms, (BC) relating to Common Stock Shares or any other common shares of the Company issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of the Company or (CD) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the InvestorsHolders, which notice shall set forth such InvestorsHolders’ rights under this Section 2.1 2(c) and shall offer the Investors Holders the opportunity to include in such registration statement such number of Registrable Securities as the Investors Holders may request. Upon the written request of an Investor a Holder 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 InvestorsHolders), 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 the InvestorsHolders, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors Holders must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 2(c) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company’s obligations under this Section 2(c) shall terminate on the date that the registration statement to be filed in accordance with Section 2(a) is declared effective by the Commission.

Piggyback Registration Rights. (a) If the Company Purchaser proposes to register any shares of Purchaser Common Stock under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Purchaser Common Stock issuable upon exercise of employee or consultant share stock options or in connection with any employee benefit or similar plan of the Company Purchaser or (C) in connection with a direct or indirect acquisition by the Company Purchaser of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act appliesentity), whether or not for sale for its own account, it will each such time, subject to the provisions of Section 3(b), give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to the InvestorsHolder, which notice shall set forth such Investors’ Holder's rights under this Section 2.1 and shall offer the Investors Holder the opportunity to include in such registration statement such number of shares of Registrable Securities Stock as the Investors Holder may request. Upon the written request of an Investor Holder made within 10 days after the receipt of notice from the Company Purchaser (which request shall specify the number of shares of Registrable Securities Stock intended to be disposed of by such InvestorsHolder), the Company Purchaser will use its best efforts to effect the registration under the Securities Act of all Registrable Securities that the Company Stock which Purchaser has been so requested to register by the InvestorsHolder, to the extent requisite to permit the disposition of the Registrable Securities Stock so to be so registered; provided, however, provided that (Ax) if such registration involves a Public OfferingHolder requests to be included in Purchaser's registration, the Investors Holder must sell their its Registrable Securities Stock to the underwriters selected by Purchaser on the same terms and conditions as apply to the Company Purchaser and (By) if, at any time after giving written notice of its intention to register any Registrable Securities stock pursuant to this Section 2.1 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company Purchaser shall determine for any reason not to register such Registrable Securitiesstock, the Company Purchaser shall give written notice to the Investors Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities Stock in connection with such registration.

Piggyback Registration Rights. (a) If at any time on or after the date hereof, the Company proposes to register any shares file a Registration Statement under the Securities Act with respect to an offering of Common Stock equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company) other than a registration Registration Statement (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or filed in connection with any employee stock option or other benefit plan, (B) for an exchange offer or similar plan offering of securities solely to the Company’s existing shareholders, (C) for an offering of debt that is convertible into equity securities of the Company or (CD) in connection with for a direct or indirect acquisition by dividend reinvestment plan, then the Company of another Person or any transaction with respect to which Rule 145 shall (or any successor provisionE) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 of such proposed filing to the Holders of Registrable Securities as soon as practicable but in no event less than ten (10) business days prior to before the anticipated filing date of the registration statement relating to such registration to the Investorsdate, which notice shall set forth describe the amount and type of securities to be included in such Investors’ rights under this Section 2.1 offering, the intended method(s) of distribution, and shall the name of the proposed managing underwriter or underwriters, if any, of the offering, and (F) offer to the Investors Holders of Registrable Securities in such notice the opportunity to include in such registration statement register the sale of such number of shares of Registrable Securities as the Investors such Holders may request. Upon the written request of an Investor made in writing within 10 days after the ten (10) Business Days following receipt of notice from the such notice. The Company (which request shall specify the number of Registrable Securities intended to be disposed of by cause such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if included in such registration involves and shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of a Public Offering, proposed underwritten offering to permit the Investors must sell their Registrable Securities requested to the underwriters be included in a piggy-back registration to be included on the same terms and conditions as apply to any similar securities of the Company and (B) if, at any time after giving written notice to permit the sale or other disposition of its intention to register any such Registrable Securities pursuant to this Section 2.1 and prior to in accordance with the effective date intended method(s) of the registration statement filed in connection with such registration, the distribution thereof. Company shall determine for any reason not be required to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationsecurities except as provided herein.

Piggyback Registration Rights. (a) If The Company warrants that if the Company Company, at any time, proposes to register any shares of Common Stock its securities under the Act, including under an SB-2 Registration Statement or otherwise (other than a and such registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan statement allows for the registration of the Company or (C) in connection with a direct or indirect acquisition shares constituting the Purchase Price as determined by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provisionCompany's counsel) under the Securities Act applies), whether or not for sale for its own account, it will each such time, time give prompt written notice at least 20 days prior to the anticipated filing date Seller of the registration statement relating its intention so to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may requestdo. Upon the written request of an Investor made Seller given within 10 30 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by any such Investors)notice, the Company will use its best efforts to effect cause all the registration Shares of Common Stock which constitutes the Purchase Price to be registered under the Securities Act of all Registrable Securities that 1933, as amended (with the securities which the Company has been so requested at the time propose to register by the Investorsregister), all to the extent requisite to permit the sale or other disposition by Seller of the Registrable Securities to be Shares so registered; provided, however, that (A) if the Company may, as a condition precedent to its effective such registration involves a Public Offeringregistration, the Investors must sell their Registrable Securities require Seller, or its assigns, to the underwriters on the same terms and conditions as apply to agree with the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date managing underwriter or underwriters of the registration statement filed offering to be made by the Company in connection with such registration, registration that Seller or assigns will not sell any securities of the same class or convertible into the same class as those registered by the Company shall determine (including any class into which the securities registered by the Company are convertible) for any reason such reasonable period (not to register exceed 180 days) after such Registrable Securities, 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. All expenses incurred by the Company shall give written notice in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Company and or counsel for Seller and the expense of any special audits incident to or required by any such registration and the Investors and, thereupon, expenses of complying with the securities or blue sky laws of any jurisdiction shall be relieved of its obligation paid by the Company. Notwithstanding the foregoing, Seller or assigns shall pay all underwriting discounts or commissions with respect to register shares sold by Seller or assignsThere can be no assurances that the Company will file any Registrable Securities in connection with such registrationregistration statement or, if filed, that any such registration statement will be declared effective.

Piggyback Registration Rights. (a) If the Company proposes shall determine to register prepare and file with the United States Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any shares of Common Stock (its equity securities, other than a registration (A) on Form S-8 or S-4 or Form S-8 (each as promulgated under the Securities Act) or any successor post-effective amendment to existing registration statements or similar forms, (B) their then equivalents relating to Common Stock issuable upon exercise of employee or consultant share options or equity securities to be issued solely in connection with any employee benefit acquisition of any entity or similar plan of the Company business or (C) equity securities issuable in connection with a direct stock option or indirect acquisition by other employee benefit plans, then the Company of another Person or any transaction with respect shall send to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt Holder a written notice of such determination at least 20 five (5) days prior to the anticipated filing date of the any such registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number all shares of Registrable Securities as Common Stock purchased pursuant to this Agreement, including the Investors may request. Upon shares of Common Stock underlying the written request of an 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 Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registeredWarrant; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (Bi) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine determines for any reason not to register proceed with such Registrable Securitiesregistration, the Company shall give written notice to the Investors and, thereupon, shall will be relieved of its obligation to register any Registrable Securities Common Stock and the Common Stock underlying the Warrant in connection with such registration., and (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to delay the registration of the Common Stock and the Common Stock underlying the Warrant for the same period as the delay in registering such other securities. ALL SUBSCRIBERS MUST COMPLETE A COPY OF THIS PAGE __________________________ (Print Name of Subscriber)

Piggyback Registration Rights. (a) If at any time the Company proposes to register any shares of its Common Stock or any other equity securities (or other securities convertible into equity securities) of the Company under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than a Demand Registration, or a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any employee benefit or similar plan of Form S-8 promulgated under the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 Securities Act (or any successor provisionforms thereto) under or any other form not available for registering the Securities Act appliesRegistrable Stock for sale to the public), whether or not for sale for its own accountas soon as practicable prior to the filing of such registration statement with the Commission, it will give written notice of its intention to effect such registration (each such timenotice a “Piggyback Notice”) to (i) if such proposed registration is being made in connection with the Company’s initial Public Offering, give prompt written notice at least 20 days prior WCAS and Xxxxxx Xxxxxxx and, unless WCAS and Xxxxxx Xxxxxxx elect to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ waive their rights under this Section 2.1 and shall offer the Investors the opportunity 2(d) as provided below with respect to include in such registration statement within twenty business days of receiving its Piggyback Notice, to each other Investor or (ii) if such number of Registrable Securities as proposed registration is to occur after the Investors may requestIPO Date, to each Investor. Upon the written request of an Investor made any Investor, given within 10 20 days after the receipt giving of notice from the Company Piggyback Notice to all Investors, to register any of its Registrable Stock (which request shall specify state the number of shares of Registrable Securities intended Stock to be disposed so registered and the intended method of by such Investorsdisposition thereof), the Company will use its best commercially reasonable efforts to effect cause the Registrable Stock, as to which registration shall have been so requested, to be included in the securities to be covered by the registration under the Securities Act of all Registrable Securities that the Company has been so requested statement proposed to register be filed by the InvestorsCompany, all to the extent requisite required to permit the sale or other disposition by such Investor of the such Registrable Securities to be Stock so registered; provided, that nothing herein shall prevent the Company from abandoning or delaying such registration at any time; provided, however, that (Athe expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2(i) hereof. Notwithstanding anything to the contrary contained herein, in connection with any registration statement to be filed prior to the IPO Date, if WCAS and Xxxxxx Xxxxxxx elect to waive their rights under this Section 2(d) with respect to such registration involves a and the related initial Public Offering, such waiver shall be effective as a waiver of the rights of all Investors must sell their under this Section 2(d) with respect to such registration and offering. In the event that any registration referred to in this Section 2(d) shall be, in whole or in part, an underwritten public offering, such Registrable Securities to Stock shall be included in the underwriters underwriting on the same terms and conditions as apply the shares otherwise being sold through underwriters under such registration. The number of shares of Registrable Stock to be included in such an underwritten offering may be reduced if and to the extent that, in the good faith opinion of the managing underwriter of such offering, inclusion of all shares would adversely affect the marketing (including the offering price) of the shares to be sold, and, in the case of any such reduction, shares shall be included in such offering to the extent so permissible on the following basis: (A) first, all shares proposed to be included by the Company and for the account of the Company shall be included, (B) ifsecond, at any time after giving written notice all Registrable Stock proposed to be included by the Investors shall be included (subject to pro rata reduction among the Investors seeking to include Registrable Stock in such offering based on the number of its intention such shares of Registrable Stock held by the Investors), and (C) finally, Common Stock proposed to register any Registrable Securities pursuant to this Section 2.1 and prior to be included by the effective date Company for the account of the registration statement filed in connection with such registration, other stockholders of the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationincluded.

Piggyback Registration Rights. (a) If If, at any time after the Closing Date, the Company proposes shall determine to register any shares 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 (Stock, other than a registration (A) on Form S-8 or S-4 or any successor Form S-8 (each as promulgated under the Securities Act) or similar forms, (B) their then equivalents relating to Common Stock issuable upon exercise of employee or consultant share options or equity securities to be issued solely in connection with any employee benefit acquisition of any entity or similar plan of the Company business or (C) equity securities issuable in connection with a direct the stock option or indirect acquisition by other employee benefit plans, the Company shall deliver to each Purchaser a written notice of another Person or any transaction with respect to which Rule 145 such determination and if, within 15 Business Days after the date of delivery of such notice, the Purchaser (or any permitted successor provisionor assign) under shall so request in writing, the Securities Act applies), whether or not for sale for its own account, 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 the Investors, which notice Company shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement all or any part of the Underlying Shares that such number of Registrable Securities as the Investors may request. Upon the written request of an Investor made within 10 days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended Purchaser requests to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves the Company shall not be required to register any Underlying Shares pursuant to this Section 4.12 that are eligible for resale without restriction pursuant to Rule 144 under the Securities Act. In the case of inclusion in a Public Offeringfirm-commitment underwritten offering, the Investors Purchasers must sell their Registrable Securities to the underwriters Underlying Shares on the same terms and conditions as apply set by the underwriters for shares of Common Stock to be sold for the account of the Company. Further, in the event that the offering by the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registrationis a firm-commitment underwritten offering, the Company shall determine for may exclude some or all of the Underlying Shares if so requested in writing by the lead underwriter of such offering, provided, any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, exclusion shall be relieved of its obligation to register any Registrable Securities in connection made on a pro-rata basis with such registrationPersons set forth on Schedule 3.1(v) attached hereto.

Piggyback Registration Rights. (a) If Purchaser, by its parent ARMC, shall advise the Company proposes to register any shares holders of Common the Preferred Stock (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies"SHARES"), whether or not for sale for its own accountby written notice, it will each such time, give prompt written notice at least 20 fifteen days prior to filing, at any time for a period of two years from the anticipated filing date Closing Date, of the any registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), the Company will use its best efforts to effect the registration or post-effective amendment thereto under the Securities Act of all Registrable Securities 1933 covering common stock or equivalents thereof of ARMC (except on Form S-4 or Form S-8 or any successor form) and will, upon the request of such holders, provided that such holders shall furnish ARMC with appropriate information in connection therewith as ARMC shall request in writing, and without any charge to such holders, include in any such post-effective amendment or registration statement such information as may be required to permit a public offering of the Shares; provided that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition aggregate offering value of the Registrable Securities Shares to be so registered; providedregistered is reasonably anticipated to equal at least $100,000. ARMC shall supply reasonable quantities of prospectuses, howeverqualify the Shares for sale in such jurisdictions as such holders may reasonably designate and furnish indemnification in the manner set forth in section 9.2 hereof. Such holder shall furnish information and indemnification as set forth in section 9.2 hereof. If the underwriter, that (A) if such registration involves a Public Offering, or the Investors must individuals designated by ARMC to sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed advise ARMC in connection with writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such registration, the Company shall determine for any reason not to register ARMC will include in such Registrable Securitiesregistration (i) first, the Company shall give written notice securities ARMC proposes to sell, (ii) second, the Investors andShares requested to be included in such registration, thereuponpro rata among the holders of such Shares on the basis of the Shares to be offered by such holders, shall and (iii) third, other securities requested to be relieved of its obligation to register any Registrable Securities included in connection with such registration.

Piggyback Registration Rights. (ai) If Until such date as the Registration Statement to be filed in accordance with Section 2(a) is declared effective by the Commission, if the Company proposes to register any of its Common Shares or any other common shares of Common Stock the Company under the Securities Act (other than a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock Shares or any other common shares of the Company issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own account, 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 the Investors, which notice shall set forth such Investors’ ' rights under this Section 2.1 2(c) and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 2(c) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company's obligations under this Section 2(c) shall terminate on the date that the registration statement to be filed in accordance with Section 2(a) is declared effective by the Commission.

Piggyback Registration Rights. (ai) If at any time during the period commencing on the date hereof and ending on the third anniversary of the date hereof, the Company proposes to register any shares file a registration statement under the Securities Act, with respect to an offering of Common Stock equity securities, or securities or other obligations exercisable or convertible into, or exchangeable for, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Rule 415 under the Securities Act), other than a registration statement (Ai) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or similar plan offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company Company, or (Civ) in connection with for a direct or indirect acquisition by dividend reinvestment plan, then the Company of another Person or any transaction with respect to which Rule 145 shall (or any successor provisionx) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least 20 of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days prior to before the anticipated filing date of the registration statement relating to such registration to the Investorsdate, which notice shall set forth describe the amount and type of securities to be included in such Investors’ rights under this Section 2.1 offering, the intended method of distribution, and shall the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Investors Holder in such notice the opportunity to include in such registration statement register the sale of such number of Registrable Securities shares of Warrant Shares as the Investors Holder may request. Upon the written request of an Investor made in writing within 10 five (5) days after the following receipt of such notice from (a “Piggyback Registration”). The Company shall cause such shares to be included in the registration statement to the same extent as if they were covered by an effective registration statement at such time. If the Holder decides not to include all of its requested shares of Warrant Shares in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company (which request shall specify with respect to offerings of its securities, all upon the number of Registrable Securities intended to be disposed of by such Investors), 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 the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationset forth herein.

Piggyback Registration Rights. (a) If the Company at any time proposes to register under the Securities Act any shares of its Common Stock (now or hereafter authorized, other than a registration (A) on Form S-4 or S-8 or S-4 or any successor or similar forms, (B) relating form and other than pursuant to Common Stock issuable upon exercise of employee or consultant 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 Person or any transaction with respect to which Rule 145 (or any successor provision) registration under the Securities Act applies)Section 2.1 hereof, whether or not for sale for its own accountaccount or for the account of any other selling stockholder, on a form and in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time, give prompt written notice at least 20 days prior to all the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number holders of Registrable Securities as promptly, and in any event no later than 30 days (10 days if the Investors may requestregistration is a Short Form Registration) 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 securities are reasonably expected to be sold to the public, and (iii) the amount of the underwriting discount reasonably expected to be incurred in connection therewith). Upon the written request of an Investor made any such holder delivered to the Company within 20 days (10 days if the registration is a Short Form Registration) after the receipt of any such notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investorsholder and the intended method of disposition thereon), the Company will use its best efforts (subject to effect the provisions of Section 2.2(c) hereof) include in such registration under all of the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registeredregister; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving such written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 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 proceed with such Registrable Securitiesregistration, the Company shall may at its election give written notice of such determination to each holder of Registrable Securities who made a request as hereinabove provided and thereupon the Investors and, thereupon, Company shall be relieved of its registration obligations (but not from its obligation to register any Registrable Securities pay Registration Expenses in connection with such registrationtherewith). No registration effected under this Section. 2.2 shall relieve the Company of its obligation to effect Demand Registrations under Section 2.1 hereof.

Piggyback Registration Rights. (aUntil such time as the Registrable Securities may be sold in accordance with Rule 144(b) If of the Commission under the Securities Act, if the Company at any time proposes to register file on its behalf and/or on behalf of any shares of Common Stock its security holders (the “Demanding Security Holders”) a registration statement under the Securities Act on any form (other than a registration (A) statement on Form S-4 or S-8 or S-4 or any successor form or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with the Company’s employees pursuant to any employee benefit or similar plan plan, respectively) for the general registration of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction securities to be sold for cash with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale for its own accountCommon Stock, it will each such time, give prompt written notice to the Registered Holder at least 20 days prior to ten (10) Business Days before the initial filing with the Commission of the registration statement (or, in the case of a registration statement that has already been filed with the Commission but has not yet been declared effective, within ten (10) Business Days before the anticipated filing effective date of the registration statement relating to such registration to the Investorsstatement), which notice shall set forth such Investors’ rights under this Section 2.1 and the intended method of disposition of the securities that the Company proposes to register. The notice shall offer the Investors the opportunity to include in such registration statement such filing the aggregate number of Registrable Securities as the Investors Registered Holder may request. Upon the written request of an Investor made within 10 days after the receipt of notice from Nothing in this Section 5B shall preclude the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors), the Company will use its best efforts to effect from discontinuing the registration of its securities being effected on its behalf under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, this Section 5B at any time after giving written notice of its intention to register and for any Registrable Securities pursuant to this Section 2.1 and prior to reason before the effective date of the registration statement filed relating thereto; but, in connection with such registrationthat event, the Company shall determine notify the Registered Holder of such discontinuation of the registration. The Registered Holder desiring to have Registrable Securities registered under this Section 5B shall advise the Company in writing within five (5) Business Days after the date of receipt of such offer from the Company, setting forth the amount of Registrable Securities for any reason not which registration is being requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to register the next sentence. If the managing underwriter or underwriters of the proposed public offering shall advise the Company in writing that, in their good faith opinion, the number of Registrable Securities to be included in such registration would materially and adversely affect the marketing or price of such securities to be sold, the Company will allocate the securities to be included in such registration in accordance with the following priority; (a) first, the securities to be included in such registration by the holder or holders initiating the registration and (b) the Registrable SecuritiesSecurities requested to be included in such registration by the Registered Holder and securities proposed to be sold by the Company for its own account or requested to be included in such registration by holders of securities other than the Registered Holder (pro rata based on the number of securities proposed to be sold by the Registered Holder and the Company). Except as otherwise provided in Section 5D, the Company shall give written notice bear all expenses of such registration. If any registration pursuant to this Section 5B is underwritten, the Company will select investment banker(s) and manager(s) and make other decisions regarding the underwriting arrangements for the offering. The Company has not entered into, and on or after the Date of Issuance, will not enter into, any agreement that is inconsistent with the rights granted to the Investors andRegistered Holder in this Warrant or that otherwise conflicts with its provisions. The rights granted to the Registered Holder under this Warrant do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements. Without limiting the generality of the foregoing, thereupon, the Company shall be relieved of its obligation not grant to any Person the right to request it to register any of its securities under the Securities Act unless the rights so granted are not in conflict with or inconsistent with the provisions of this Warrant. Unless otherwise consented to in writing by the managing underwriter or underwriters, neither the Company nor any holder of Registrable Securities will effect any public sale or distribution of its Common Stock or its Convertible Securities during the ten (10) day period before, and during the one hundred eighty (180) day period beginning on, the closing date of each underwritten offering by the Company made pursuant to a registration statement filed pursuant to this Section 5B or Section 5A (except as part of such underwritten registration) plus the extension period that is requested by the managing underwriter or underwriters to address FINRA regulations regarding the publication of research, whether or not the holder participates in connection with such registration; and, except as may be required under agreements that the Company enters into before the date hereof, the Company shall cause each holder of its privately placed Common Stock or Convertible Securities issued by it at any time on or after the date of this Warrant to agree not to effect any public sale or distribution of any such securities during such period, including a sale pursuant to Rule 144 or Rule 144A of the Commission under the Securities Act.

Piggyback Registration Rights. (a) If Each time the Company proposes determines to register prepare and file a registration statement under the Securities Act with respect to any shares of Common Stock its securities (other than on Form X-0, X-0 or a registration (A) on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options or in connection with any statement covering solely an employee benefit or similar plan of the Company or (Cplan) in connection with a direct or indirect acquisition by the Company proposed offer and sale for money of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies), whether or not for sale of its securities either for its own accountaccount or on behalf of any other security holder, it will each such time, the Company agrees to give prompt written notice at least 20 days prior of its determination to the anticipated filing date all Holders of the registration statement relating to such registration to the InvestorsRegistrable Securities, which notice shall set forth offer to such Investors’ rights under this Section 2.1 and shall offer the Investors Holders the opportunity to include in such registration statement such register the number of shares of Registrable Securities as the Investors each Holder may request. Upon the written request of an Investor made a Holder of any shares of Registrable Securities given within 10 thirty (30) days after the receipt of such written notice from the Company (which request shall specify the number of Registrable Securities intended to be disposed of by such Investors)Company, the Company will agrees to use its best efforts to effect cause all such Registrable Securities, the Holders of which have so requested registration thereof, to be included in such registration statement and registered under the Securities Act of Act, all Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite necessary to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. Notwithstanding the foregoing, the Holders of Registrable Securities shall have no such registration rights under this section 2(a) if the managing underwriter of an underwritten public offering advises the Company and the Holders of Registrable Securities in writing that in its good faith judgment that only securities issued by the Company shall be sold in the offering; provided, however, that (A) if securities shall be included in such registration involves a Public Offeringoffering other than those securities to be issued and sold by the Company, then all of the Investors must sell their Registrable Securities requested by the Holders to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 and prior to the effective date of be registered shall be included in the registration statement filed in connection with respect to such registration, offering before the Company shall determine for securities of any reason not to register such Registrable Securities, the Company shall give written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registrationother individual or entity.

Piggyback Registration Rights. (a) If Whenever the Company Issuer proposes to register the offer and sale of any shares of the Common Stock under the Securities Act (other than pursuant to a registration (A) statement on Form S-8 or S-4 or any successor or similar forms, (B) relating to Common Stock issuable upon exercise of employee or consultant share options form or in connection with any employee benefit or similar plan a registration the primary purpose of which is to register debt securities) and the Company or registration form to be used may be used for the registration of Registrable Securities, the Issuer will give prompt written notice to each Holder of Registrable Securities of its intention to effect such a registration and will include (Csubject to the priority provisions described hereinbelow) in connection with a direct or indirect acquisition by the Company of another Person or any transaction such registration all Registrable Securities with respect to which Rule 145 the Issuer has received written requests for inclusion therein (or any successor provisiona “Piggyback Registration”) under the Securities Act applies), whether or not for sale for its own account, it will each such time, give prompt written notice at least within 20 days prior to the anticipated filing date of the registration statement relating to such registration to the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), 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 the Investors, to the extent requisite to permit the disposition delivery of the Registrable Securities to be so registeredIssuer’s notice; provided, however, that (Ax) if such registration involves a Public Offeringan underwritten public offering, the Investors all holders of Registrable Securities must sell their Registrable Securities included therein to the underwriters on the same terms and conditions as apply applicable to the Company Issuer and the other holders of the Issuer’s securities included therein and (By) if, at any time after giving written notice of its intention to register any Registrable Securities Common Stock pursuant to this Section 2.1 4.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company Issuer shall determine for any reason not to register such Registrable SecuritiesCommon Stock, the Company Issuer shall give written notice thereof to the Investors each such Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration.

Piggyback Registration Rights. (a) 7.1 If the Company proposes determines to register any shares proceed with the preparation and filing with the SEC of Common Stock (other than a registration statement (A) on Form S-8 or S-4 or any successor or similar forms, (Bthe "Registration Statement") relating to Common Stock an offering for its own account or the account of others under the 1933 Act of any of its common shares, other than on Form S-4 or Form S-8 (each as promulgated under the 0000 Xxx) or its then equivalents relating to equity securities issuable upon exercise of employee or consultant share options or in connection with any stock option or other employee benefit or similar plan of the Company or (C) in connection with a direct or indirect acquisition by the Company of another Person or any transaction with respect to which Rule 145 (or any successor provision) under the Securities Act applies)plans, whether or not for sale for its own account, 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 the Investors, which notice shall set forth such Investors’ rights under this Section 2.1 and shall offer the Investors the opportunity to include in such registration statement such number of Registrable Securities as the Investors may request. Upon the written request of an 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 Investors), then the Company will use its best efforts send to effect the Investor written notice of such determination and, if within thirty (30) days after receipt of such notice, the Investor will so request in writing, then the Company will cause the registration under the Securities 1933 Act of all the Shares (the "Registrable Securities that the Company has been so requested to register by the Investors, to the extent requisite to permit the disposition of the Registrable Securities to be so registeredSecurities"); provided, howeverhowever that, that (A) if such registration involves a Public Offering, the Investors must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.1 of its common shares in an underwritten offering and prior to the effective date of the registration statement filed in connection with such registrationunderwritten offering, the Company shall determine for any reason not to register such Registrable Securities, managing underwriter advises the Company shall in writing that in its opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such underwritten offering without adversely affecting such underwriter’s ability to effect an orderly distribution of such securities, then the Company may give written notice of such determination to the Investors Investor and, thereupon, shall thereupon will be relieved of its obligation to register any the Registrable Securities in connection with such registrationunderwritten offering to the extent necessary to reduce the total number of securities included in such offering to the amount recommended by the managing underwriter. The Company will include the Investor’s Registrable Securities in any future registration prior to any other shares of stock of the Company held by any other stockholder of the Company. The Company will include in such registration statement all or any part of the Registrable Securities; provided, however, that the Company will not be required to register any shares that are eligible for sale pursuant to Rule 144(k) of the 1933 Act.