Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the effective date of Provided that the Registration Statement and EXPIRING seven (7) years thereafterConditions have been satisfied, the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mailshall, at least thirty (30) 30 days prior to the filing of each any registration statement under the Securities Act (other than a registration statement on Form S-8 or Form S-4 or any comparable or successor forms) relating to the public offering of its Common Stock by the Company or any of its security holders, give written notice of such proposed filing and of the proposed date thereof to Almedica, and if, on or before the 20th day following the date on which such notice is given, the Company shall receive a written request from Almedica requesting that the Company include among the securities covered by such registration statement some or all of the Registrable Securities, the Company shall include such Registrable Securities in such registration statement, if filed, so as to permit such Registrable Securities to be sold or disposed of in the Representative manner and to all other Holders on the terms of the Warrant Securities of its intention to do sooffering thereof set forth in such request. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise underwriter advises the Company in writing that in their opinion the number of securities requested to be included inclusion in such registration exceeds of some or all of the number which can Registrable Securities sought to be sold in such offering, registered by Almedica creates a substantial risk that the Company proceeds or price per share that will include in be derived from such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to will be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of reduced or that the number of shares requested by such Holders, and (iii) third, other securities requested to be included registered at the insistence of Almedica, plus the number of shares of Common Stock sought to be registered by the Company and any other stockholders of the Company is too large a number to be reasonably sold, then, in such event, the number of shares sought to be registered for the stockholders of the Company shall be reduced, pro rata in proportion to the number of shares sought to be registered to the number of shares recommended be sold by the managing underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the CompanyWith respect to any excluded or withdrawn Registrable Securities and any Registrable Securities not covered by Almedica's Class A Common Stock, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included request for inclusion in such registration exceeds the number which can be sold in such offeringstatement, the Company will include in such registration (i) first, the securities requested Almedica shall remain entitled to be included therein by the holders requesting such registration receive additional notices pursuant to a demand registration right and the Warrant this Section 1(c) until all Registrable Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be have been included in such registration. Notwithstanding the provisions a registration statement either pursuant to Section 1(b) or 1(c) of this SECTION 7.2Agreement. Once effective, the Company shall have use commercially reasonable efforts to keep such registration statement continuously effective under the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw Securities Act during the same after the filing but prior to the effective date thereofRegistration Period.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7i) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant a registration on Form S-8 or S-4 relating to Form X-0Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person) other than in connection with a rights offering, Xxxx X-0 whether or a comparable registration statementnot for sale for its own account, the Company shall each such time give prompt notice (via facsimile or electronic transmission) it will give written notice by registered mail, at least thirty (30) days 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Stockholder, which notice shall set forth such Stockholder’s rights under this Section 2.02 and shall offer such Stockholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(h)(ii). Upon the request of any such Stockholder made within 10 Business Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its 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 all such Requesting Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered in accordance with the plan of distribution intended by the Company for such registration statement; provided that (i) if such registration involves a Public Offering, all such Registering Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the Representative underwriters selected as provided in Section 2.04(f)(i) on the same terms and conditions as apply to all other Holders of the Warrant Securities Company and (ii) if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant register any Company Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 2.02(h) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all Registering Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration or Shelf Registration to the extent required by Section 2.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (whether for itself or in connection with a sale of securities by any Stockholder, but other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to Form X-0, Xxxx X-0 Common Shares issuable upon exercise of employee stock options or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementanother Person), the Company shall afford each such time give prompt written notice at least ten (10) Business Days prior to the Representative and such Holders anticipated filing date of the Warrant registration statement relating to such registration to each Stockholder holding Registrable Securities with rights to require registration of Company Securities hereunder, which notice shall set forth such Stockholder’s rights under this Section 1.02 and shall offer such Stockholder the opportunity to have any such Warrant Securities registered under include in such registration statement Company Securities of the same class or series of Registrable Securities as proposed to be offered in such registration (sometimes referred to herein as "a “Piggyback Registration"”), subject to the restrictions set forth herein. If a Piggyback Registration is an underwritten primary registration on behalf Upon the written request of any such Stockholder made within five (5) Business Days after the Company, and the managing underwriters advise receipt of notice from the Company in writing that in their opinion (which request shall specify the number of securities Registrable Securities intended to be registered by such Stockholder), the Company shall 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 all such Stockholders with rights to require registration of Company Securities hereunder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves a Public Offering, all such Stockholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold underwriters selected as provided in such offering, Section 1.05(f)(i) on the same terms and conditions as apply to the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, or any other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationselling Stockholders, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 1.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Company securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 1.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 1.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Common Stock under the Securities Act (other than pursuant to Form X-0a Demand Registration), Xxxx X-0 or a comparable registration statement) it will each such time, subject to the provisions of Section 5.02(b) hereof, give prompt written notice by registered mail, at least thirty (30) 15 days prior to the anticipated filing date of each the registration statement relating to such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any Shareholders which notice shall set forth such notice of its or their desire to include any such securities in such proposed registration statement, the Company Shareholders' rights under this Section 5.02 and shall afford the Representative and such Holders of the Warrant Securities offer all Shareholders the opportunity to have any such Warrant Securities registered under include in such registration statement such number of shares of Common Stock as each such Shareholder may request (sometimes referred to herein as a "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf Upon the written request of any such Shareholder made within 10 days after the Company, and the managing underwriters advise receipt of notice from the Company in writing that in their opinion (which request shall specify the number of securities shares of Common Stock intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and the managing underwriters advise conditions as apply to the Company in writing that in their opinion or the number of securities requested to be included in such registration exceeds the number which can be sold in such offeringSelling Shareholder, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given giving written notice of its intention to register any stock pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 5.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.

Piggyback Registration. IfSubject to Section 4.8, if at any time commencing the Registrant determines that it shall file a registration statement under the Securities Act (other than a registration statement on a Form S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to the Registrant’s existing stockholders) on any form that would also permit the registration of the Registrable Securities and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, the Registrant shall each such time promptly give each Holder written notice of such determination setting forth the date on which the Registrant proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its right to have Registrable Shares included in such registration. Upon the written request of any Holder received by the Registrant no later than ten (10) days after the date of the Registrant’s notice, the Registrant shall use its reasonable best efforts to cause to be registered under the Securities Act all of the Registrable Shares that each such Holder has so requested to be registered (a “Piggyback Registration”); provided, that if at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafterregistration statement filed in connection with such Piggyback Registration, the Company proposes Registrant shall determine for any reason not to register or to delay registration of the equity securities covered by such Piggyback Registration, the Registrant shall give written notice of such determination to each Holder that had requested to register its Registrable Shares in such registration statement and thereupon, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares in connection with such registration and (y) in the case of its a determination to delay registration, in the absence of a request by the Holders to request that such registration be effected as a demand registration under Sections 4.1 or 4.2, shall be permitted to delay registering any Registrable Shares, for the same period as the delay in registering the other equity securities under covered by such Piggyback Registration. If, in the Act written opinion of the managing underwriter (other than pursuant or, in the case of a non-underwritten offering, in the written opinion of the Registrant), the total amount of such securities to Form X-0be so registered, Xxxx X-0 or including such Registrable Shares, will exceed the maximum amount of the Registrant’s securities which can be marketed (a) at a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior price reasonably related to the filing then current market value of each such registration statementsecurities, to or (b) without otherwise materially and adversely affecting the Representative and to all other Holders price, timing or distribution of the Warrant Securities of its intention securities offered or the market for the securities offered, then the Registrant shall be entitled to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion reduce the number of securities Registrable Shares that each such Holder has so requested to be included in such registration exceeds the registered to that number which can be sold in the written opinion of the managing underwriter would permit all such offering, the Company will include in such registration (i) first, the Registrant securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included so marketed. Such reduction shall be allocated among all such Holders in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and proportion (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeas nearly as practicable) to elect not to file any such proposed the amount of Registrable Shares owned by each Holder at the time of filing the registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Equity Securities under the Act Securities Act, whether or not for sale for its own account (including pursuant to a Demand Registration), in connection with a public offering (other than a public offering pursuant to Form X-0, Xxxx X-0 a registration statement filed in connection with a transaction of the type described in Rule 145 of the Securities Act or a comparable registration statementfor the purpose of issuing securities pursuant to an employee benefit plan) it will each such time, subject to the provisions of Section 5.2(b) hereof, give prompt written notice by registered mail, at least thirty (30) five days prior to the anticipated filing date of each the registration statement relating to such registration statement, to the Representative and to all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration to all Shareholders and their Permitted Transferees other Holders of than the Warrant Securities of its intention to do so. If Shareholder making the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any demand), which notice shall set forth such notice of its or their desire to include any such securities in such proposed registration statement, the Company Shareholders' rights under this Section 5.2 and shall afford the Representative and such Holders of the Warrant Securities offer all Shareholders the opportunity to have any such Warrant Securities registered under include in such registration statement such number of shares of Common Stock as each such Shareholder may request (sometimes referred to herein as a "Piggyback Registration"). If Upon the written request of any such Shareholder made within 2 days (one of which shall be a Piggyback Registration is an underwritten primary registration on behalf Business Day) after the receipt of the Company, and the managing underwriters advise notice from the Company in writing that in their opinion (which request shall specify the number of securities Registrable Securities intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided, that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.4(f) on the same terms and the managing underwriters advise conditions as apply to the Company in writing that in their opinion or the number of securities requested to be included in such registration exceeds the number which can be sold in such offeringother selling Shareholder, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given giving written notice pursuant of its intention to this SECTION 7.2 (irrespective of whether a written request for inclusion of register on its own behalf any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but stock and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.2 on behalf of the Company shall relieve the Company of its obligations to effect a Demand Registration, to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Common Shares under the Securities Act (other than pursuant (i) a Shelf Registration for Shareholders, which will be subject to the provisions of Section 2.03, provided that any Underwritten Takedown will be subject to this Section 2.02, or (ii) a registration on Form X-0, Xxxx X-0 or S-3D, or any successor forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a comparable registration statement) it will direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give written prompt notice by registered mail, at least thirty (30) days ten Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within seven days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all reasonable best efforts to effect the registration statementunder the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the Representative and extent required to all other Holders permit the disposition of the Warrant Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters, on the same terms and conditions as apply to the Company or the holders of Common Stock (other than the Shareholders) that have demanded such Piggyback Registration, as applicable, and (B) if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice Shares pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but Section 2.02 and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after (a) Until the effective earlier of (i) the date as of which the Purchaser may sell all of the “Registrable Securities” (as defined below) owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser, (the “Registration Statement and EXPIRING seven (7) years thereafterPeriod”), whenever the Company proposes to register any shares of its securities Common Stock under the Securities Act (other than pursuant a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, Xxxx X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a comparable registration statement) it will “Piggyback Registration”), the Company shall give prompt written notice by registered mail, at least thirty (30) in any event no later than 10 days prior to the filing of each such registration statement, Registration Statement) to the Representative Purchaser and the other holders of securities subject to all other Holders of the Warrant Securities piggyback registration rights (each, a “Selling Stockholder”) of its intention to do so. If the Representative or other Holders of the Warrant effect such a registration and, subject to Section 6(b) and Section 6(c), shall include in such registration all Registrable Securities notify with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within twenty (20) business 5 days after receipt the Company's notice has been given to each such holder. The Company may postpone or withdraw the filing or the effectiveness of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf at any time in its sole discretion and/or reduce the amount of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested shares to be included in such registration exceeds as a result of rules, regulations, positions or releases issued or actions taken by the number which can be sold in such offeringSEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.term “

Piggyback Registration. If(a) Subject to any contractual obligations to the contrary, if the Company proposes at any time to register any of the equity securities issued by it under the Securities Act (other than an Exchange Registration or a registration on Form S-8 or Form S-4, or any successor forms, relating to Class A Common Stock issuable in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another person or as a recapitalization or reclassification of securities of the Company), whether or not for sale for its own account, the Company shall each such time give prompt notice at least 15 business days prior to the anticipated filing date of the registration statement relating to such registration to Medley Group, which notice shall offer Medley Group the opportunity to elect to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered held by Covered Persons as Medley Group may request (a “Piggyback Registration”), subject to the provisions of Section 2.3(b). If Medley Group elects to effect a Piggyback Registration, the Company shall give notice of the registration statement relating to such registration to those Covered Persons who Medley Group determines to afford participation in the Piggyback Registration. Upon the request of Medley Group, the Company shall use its 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 Medley Group, to the extent necessary to permit the disposition of the Registrable Securities to be so registered, provided that (i) if such registration involves an underwritten Public Offering, all such Covered Persons to be included in the 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 or any other selling person, as applicable, and (ii) if, at any time commencing after giving notice of its intention to register any securities pursuant to this Section 2.3(a) and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each statement filed in connection with such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity determine for any reason not to have any such Warrant Securities registered under such register or to delay registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2securities, the Company shall have the right at give notice of such determination to each holder of such Registrable Securities and, thereupon shall be relieved of its obligation to register any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any Registrable Securities in connection with such securities shall have been made) to elect not to file any such proposed registration statementregistration, or shall be permitted to withdraw delay registration of such securities, as the same after case may be. No registration effected under this Section 2.3 shall relieve the filing but prior Company of its obligations to effect an Exchange Registration or Demand Registration to the effective date thereof.extent required by Section 2.1 or Section 2.2, respectively. The Company shall pay all Registration Expenses in connection with each Piggyback Registration

Piggyback Registration. If(a) Subject to the Shareholder’s material compliance with its obligations under Section 6.05(a) of the Merger Agreement, if, after the Closing Date, the Company proposes or is required to file a Registration Statement under the 1933 Act or any other securities Laws with respect to an offering of any Common Shares, whether or not for sale for its own account (other than a Registration Statement (i) on Form X-0, Xxxx X-0 or any similar form under non-U.S. Laws or (ii) filed solely in connection with any employee benefit or dividend reinvestment plan), then the Company will give prompt written notice of such proposed filing at least 10 Business Days before the anticipated filing date (the “Piggyback Notice”) to the Shareholder Parties. Such Piggyback Notice must specify the number of Common Shares proposed to be registered, the proposed date of filing of such Registration Statement with the SEC, the proposed means of distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by the Company of the proposed minimum offering price of such Common Shares. The Piggyback Notice will offer the Shareholder Parties the opportunity to include in such Registration Statement the number of Registrable Securities as it may request (a “Piggyback Registration”), subject to Section 4.2(b). The Company will include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received a written request for inclusion therein from any Shareholder Party (without need for Shareholder Action), subject to Section 4.2(b). The Shareholder Parties will be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time commencing after at least three Business Days prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, relating to such Piggyback Registration. The Company will be required to maintain the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders effectiveness of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If Registration Statement for a Piggyback Registration is an underwritten primary registration on behalf for a period of 60 days after the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be effective date thereof or such shorter period during which all Registrable Securities included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall Statement have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have actually been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofsold.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Common Shares under the Securities Act (other than pursuant (i) a Shelf Registration, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown will be subject to this Section 2.02, or (ii) a registration on Form X-0S-8, Xxxx X-0 F-4 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a comparable registration statement) it will direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give written prompt notice by registered mail, at least thirty (30) days five Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”). Any such Shareholder may, within two Business Days after the receipt of notice from the Company, request that the Company also effect the registration statementunder the Securities Act of all or any portion of such Shareholder’s Registrable Securities. Thereafter, subject to the provisions of Section 2.02(b), the Company shall use 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 all such Shareholders, to the Representative and extent necessary to all other Holders permit the disposition of the Warrant Registrable Securities so to be registered, provided that (A) if such registration involves a Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Company, and (B) if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice Shares pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 2.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any Company Securities (whether for its own account or for the account of its securities other holders) under the Securities Act (other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to Form X-0Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), Xxxx X-0 whether or a comparable registration statement) it will not for sale for its own account or for the account of another Person, the Company shall each such time give prompt written notice by registered mail, at least thirty (30) days 20 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which written notice shall set forth such Shareholder’s rights under this Section 2.01 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.01(b). Upon the request of any such Shareholder made within ten Business Days after the receipt of written notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all reasonable best efforts to effect the registration statementunder the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the Representative and extent required to all other Holders permit the disposition of the Warrant Registrable Securities so to be registered; provided, however, that if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant register any Company Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but Section 2.01 and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, (a) If at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, First Public Offering the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant a registration on Form S-8 or S-4, or any successor forms, relating to Form X-0, Xxxx X-0 Company Common Shares issuable upon exercise of employee stock options or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of another Person), whether or not for sale for its or their desire to include any such securities in such proposed registration statementown account, the Company shall afford each such time give prompt notice at least 30 Business Days prior to the Representative and such Holders anticipated filing date of the Warrant Securities registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to have any such Warrant Securities registered under include in such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 5.02(b). Upon the request of any such Shareholder made within 15 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall 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 all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold underwriters selected as provided in such offering, Section 5.04(f)(i) on the same terms and conditions as apply to the Company will include in such registration (i) firstor the Requesting Shareholders, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 5.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant to a registration on Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mailF-4, at least thirty (30) days prior or any successor forms, relating to the filing Common Shares issuable upon exercise of each such registration statement, to the Representative and to all other Holders employee stock options or in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of another Person), whether or not for sale for its or their desire to include any such securities in such proposed registration statementown account, the Company shall afford each such time give prompt notice at least 30 Business Days prior to the Representative and such Holders anticipated filing date of the Warrant Securities registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.01 and shall offer such Shareholder the opportunity to have any such Warrant Securities registered under include in such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 5.01(b). Upon the request of any such Shareholder made within 15 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold in such offering, underwriters on the same terms and conditions as apply to the Company will include in such registration (i) firstor the Principal Shareholder, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 5.01(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Act Securities Act, including a Demand Registration pursuant to Section 5.01 of the Institutional and Management Shareholders Agreement, as part of an underwritten Public Offering or a Shelf Registration (other than pursuant (i) a registration relating to a Block Sale or (ii) a registration on Form X-0S-8 or S-4, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mailany successor forms, at least thirty (30) days prior relating to the filing Common Shares or any other class of each such registration statement, to the Representative and to all other Holders Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of another Person), whether or not for sale for its or their desire to include any such securities in such proposed registration statementown account, the Company shall afford each such time give prompt notice at least 10 Business Days prior to the Representative anticipated filing date of the registration statement relating to such registration to each eFG Shareholder, which notice shall set forth such eFG Shareholder’s rights under this Section 3.01 (except for the IPO, with respect to which such notice shall have previously been given and such Holders of the Warrant Securities provisions shall be deemed to have been satisfied) and shall offer such eFG Shareholder the opportunity to have any such Warrant Securities registered under include in such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Securities of the same class or series as those proposed to be registered as each such eFG Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 3.01(b). Upon the request of any such eFG Shareholder (all such eFG Shareholders, the “Registering Shareholders”) made within 10 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such eFG Shareholder) (except for the IPO, with respect to which such request shall have been previously given and such period shall be deemed satisfied), the Company shall 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 all such eFG Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such eFG Shareholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold underwriters selected as provided in such offering, Section 3.03(f) on the same terms and conditions as apply to the Company will include in such registration (i) firstor the Requesting Shareholders, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but Section 3.01 and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such eFG Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (other than a registration on Form S-8 or Form S-4 or any similar or successor form under the Securities Act, relating to any class of Company Securities issuable upon exercise of employee options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person) other than in connection with a rights offering, whether or not for sale for its own account (including pursuant to Form X-0Section 2.1 or Section 2.2), Xxxx X-0 the Company shall each such time give prompt notice (via facsimile or a comparable registration statementelectronic transmission) it will give written notice by registered mail, at least thirty ten (3010) days Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Stockholder, which notice shall set forth such Stockholder’s rights under this Section 2.3 and shall offer such Stockholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.3(b). Upon the request of any such Stockholder made within ten (10) Business Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its 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 all such Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered in accordance with the plan of distribution intended by the Company for such registration statement; provided, that (i) if such registration involves a Public Offering, all such Registering Holders requesting to be included in the registration must sell their Registrable Securities to the Representative underwriters selected as provided in Section 2.5(f) on the same terms and conditions as apply to all other Holders of the Warrant Securities Company (or, if the Company is not offering any Company Securities, the Persons on whose behalf the registration was initially undertaken) and (ii) if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant register any Company Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 2.3(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all Registering Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.3 shall relieve the Company of its obligations to effect a Demand Registration or Shelf Registration to the extent required by Section 2.1 or Section 2.2. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after If the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company Corporation proposes to register any of its securities file a registration statement under the Securities Act with respect to an offering of Common Stock for its own account or for the account of another Person (other than a registration statement on Form S-4 or S-8 or pursuant to Form X-0Rule 415 (or any substitute form or rule, Xxxx X-0 or a comparable registration statement) it will respectively, that may be adopted by the Commission)), the Corporation shall give written notice by registered mail, at least thirty (30) days prior of such proposed filing to the filing of each such registration statement, to Holders at the Representative and to all other Holders address set forth in the share register of the Warrant Corporation as soon as reasonably practicable (but in no event less than 10 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register on the same terms and conditions such number of shares of Registrable Securities of its intention to do soas such Holder may request (a "Piggyback Registration"). If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) Each Holder will have five business days after receipt of any such notice of its or their desire to include notify the Corporation as to whether it wishes to participate in a Piggyback Registration; provided that should a Holder fail to provide timely notice to the Corporation, such Holder will forfeit any such securities rights to participate in the Piggyback Registration with respect to such proposed registration statement, offering. In the Company shall afford event that the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration filed on behalf of a Person other than the CompanyCorporation, and the managing underwriters advise Corporation will use its best efforts to have the Company in writing shares of Registrable Securities that in their opinion the number of securities requested Holders wish to be sell included in such the registration exceeds statement. If the number which can be sold Corporation shall determine in such its sole discretion not to register or to delay the proposed offering, the Company will include in Corporation may, at its election, provide written notice of such registration determination to the Holders and (i) firstin the case of a determination not to effect the proposed offering, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to shall thereupon be included in such registration, pro rata among the Holders of such Warrant Securities on the basis relieved of the number of shares requested by obligation to register such Holders, and (iii) third, other securities requested to be included Registrable Securities in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationconnection therewith, and (ii) secondin the case of a determination to delay a proposed offering, other securities requested shall thereupon be permitted to be included delay registering such Registrable Securities for the same period as the delay in such registrationrespect of the proposed offering. Notwithstanding As between the provisions of this SECTION 7.2Corporation and the Selling Holders, the Company Corporation shall have be entitled to select the right at Underwriters in connection with any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofPiggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to Section 2.01 hereof and other than (i) a registration on Form X-0S-4 related to a merger, Xxxx X-0 business acquisition or business combination involving the Company, (ii) a comparable registration statementon Form S-8 relating to a Company equity compensation plan for directors or employees of the Company and its subsidiaries, (iii) it will a registration on Form S-2 relating to shares issued prior to the date of this Agreement, or relating to shares issuable upon exercise of incentive stock options, in each case, issued to the Company’s agents under the Company’s incentive compensation plans for agents of the Company and its subsidiaries or (iv) a registration on Form S-3 filed as contemplated by that certain registration rights letter agreement executed by the Company pursuant to the MH Merger Agreement and covering exclusively shares of Common Stock issued pursuant to the MH Merger Agreement), the Company shall at each such time give prompt written notice by registered mail, at least thirty (30) 21 days prior to the anticipated filing date of each the registration statement relating to such registration statementto each Holder, which notice shall offer such Holder the opportunity to include in such registration statement all or any portion of the Registrable Securities held by such Holder (a “Piggyback Registration”), subject to the Representative and to all other Holders of limitations set forth herein. Upon the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt request of any such Holder made within 14 days after the receipt of notice from the Company (which request shall specify the number of its or their desire Registrable Securities intended to include any be registered by such securities in such proposed registration statementHolder), the Company shall afford use its reasonable best efforts to effect the Representative and registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Holders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that if such registration involves an underwritten public offering, all such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to other selling stockholders, to the extent applicable to the Holders (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter; provided that no Holder will be required to sell more than the number which can be sold in of Registrable Securities that such offering, Holder has requested the Company will to include in such transaction) and consistent with the provisions of this Agreement (including Sections 2.06, 2.07, 2.08 and 2.09 hereof); provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) firstsuch Person’s ownership of its Registrable Securities to be transferred free and clear of all liens, the securities the Company proposes to sellclaims and encumbrances, (ii) second, the Warrant Securities requested such Person’s power and authority to be included in effect such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holderstransfer, and (iii) thirdsuch matters as may be reasonably requested pertaining to such Person’s compliance with securities laws; provided further, other securities requested however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be included in several, not joint and several, among such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common StockPersons selling Registrable Securities, and the managing underwriters advise liability of each such Person shall be in proportion thereto, and provided further, that such liability shall be limited to the Company in writing that in their opinion net amount received by such Holder from the number sale of securities requested its Registrable Securities pursuant to be included in such registration exceeds the number which can be sold in such offering. If, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice pursuant to this SECTION 7.2 (irrespective Section 2.02(a) of whether a written request for inclusion of its intention to register any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but shares and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such shares, the Company shall give notice to all such Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a registration to the extent required by Section 2.01 hereof. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7i) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant a registration on Form S-8 or Form S-4 relating to Form X-0Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person) other than in connection with a rights offering, Xxxx X-0 whether or a comparable registration statementnot for sale for its own account, the Company shall each such time give prompt notice (via electronic transmission) it will give written notice by registered mail, at least thirty (30) days 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Stockholder, which notice shall offer such Stockholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(h)(ii). Upon the request of any such Stockholder made within 10 Business Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its 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 all such Requesting Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered in accordance with the plan of distribution intended by the Company for such registration statement; provided that (i) if such registration involves a Public Offering, all such Registering Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the Representative underwriters selected as provided in Section 2.04(f)(i) on the same terms and conditions as apply to all other Holders of the Warrant Securities Company and (ii) if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant register any Company Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 2.02(h) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all Registering Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02(h) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.02. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, during the term of this Agreement, the Company at any time commencing after proposes to file a registration statement with respect to any class of equity securities, other than for the effective date registration of securities for sale on a continuous or delayed basis pursuant to Rule 415, whether (i) for its own account (other than in connection with the Registration Statement contemplated by Section 3 hereof or a registration statement on Form S-4 or S-8 (or any successor or substantially similar form), and EXPIRING seven other than in connection with (7x) years thereafteran employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (y) a dividend reinvestment plan), or (ii) for the account of a holder of securities of the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0demand registration rights granted by the Company in a manner and on terms which satisfy the requirements of, Xxxx X-0 or and only to the extent permitted by Section 5(d)(ii) of the Securities Purchase Agreement (a comparable registration statement) it will "Requesting Securityholder"), then the Company shall in each case give written notice by registered mail, of such proposed filing to all Holders of Registrable Securities at least thirty (30) days prior to before the anticipated filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt date of any such notice of its or their desire to include any such securities in such proposed registration statementstatement by the Company, the Company shall afford the Representative and such notice shall offer to all Holders of the Warrant Securities the opportunity to have any or all of the Registrable Securities held by such Warrant Holders included in such registration statement. Each Holder of Registrable Securities desiring to have its Registrable Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters this Section 4 shall so advise the Company in writing within fifteen (15) days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall use its best efforts to include in such registration statement all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed public offering reasonably advises the Company that in their opinion the number total amount or kind of securities requested which the Company, the Holders of Registrable Securities and any other Persons or entities intended to be included in such registration exceeds proposed public offering is sufficiently large to adversely affect the number which can be sold in success of such proposed public offering, then the Company will include amount or kind of securities to be offered for the accounts of any person intended to be included in such registration (i) firstthe proposed offering, other than the Company, the Requesting Securityholders and the Holders of Registrable Securities, shall be reduced (to zero if necessary) to the extent necessary to reduce the total amount or kind of securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registrationproposed public offering to the amount or kind recommended by such managing underwriter or underwriters, pro rata among and if such reduction is not sufficient, then the amount or kind of securities to be offered for the accounts of the Requesting Securityholders and the Holders of such Warrant Registrable Securities shall be reduced pro rata, based on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in writing that in their opinion the aggregate number of securities requested to be included offered for the accounts of all Requesting Securityholders and all Holders of Registrable Securities, before any reduction in such registration exceeds the number which can or kind of securities to be sold offered by the Company. Anything to the contrary in such offeringthis Agreement notwithstanding, the Company will include may withdraw or postpone a registration statement referred to in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior becomes effective without obligation to the effective date thereofHolder or Holders of the Registrable Securities.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (whether for itself or in connection with a sale of securities by a Stockholder, but other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to Form X-0, Xxxx X-0 common shares issuable upon exercise of employee stock options or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementanother Person), the Company shall afford each such time give prompt written notice at least ten (10) Business Days prior to the Representative and such Holders anticipated filing date of the Warrant Securities registration statement relating to such registration to each Stockholder (each a “Piggyback Stockholder”), which notice shall set forth such Piggyback Stockholder’s rights under this Section 1.02 and shall offer such Piggyback Stockholder the opportunity to have any such Warrant Securities registered under include in such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Securities of the same class or series as those proposed to be registered as each such Piggyback Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 1.02(b). Upon the request of any such Piggyback Stockholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Piggyback Stockholder), the Company shall 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 all such Piggyback Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves a Public Offering, all such Piggyback Stockholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold underwriters selected as provided in such offering, Section 1.04(f)(i) on the same terms and conditions as apply to the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, or any other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationselling stockholders, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 1.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Piggyback Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 1.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 1.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after (a) Until the effective earlier of (i) the date as of which the Purchaser may sell all of the “Registrable Securities” (as defined below) owned by Purchaser without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Purchaser shall have sold all of the Registrable Securities owned by Purchaser, (the “Registration Statement and EXPIRING seven (7) years thereafterPeriod”), whenever the Company proposes to register any shares of its securities Common Stock under the Securities Act (other than pursuant a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, Xxxx X-0 or any successor form thereto or another form not available for registering the Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used may be used for any registration of Securities (a comparable registration statement) it will “Piggyback Registration”), the Company shall give prompt written notice by registered mail, at least thirty (30) in any event no later than 10 days prior to the filing of each such registration statement, Registration Statement) to the Representative Purchaser and the other holders of securities subject to all other Holders of the Warrant Securities piggyback registration rights (each, a “Selling Stockholder”) of its intention to do so. If the Representative or other Holders of the Warrant effect such a registration and, subject to Section 6(b) and Section 6(c), shall include in such registration all Registrable Securities notify with respect to which the Company has received written requests for inclusion from the holders of Registrable Securities within twenty (20) business 5 days after receipt the Company's notice has been given to each such holder . The Company may postpone or withdraw the filing or the effectiveness of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf at any time in its sole discretion and/or reduce the amount of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested shares to be included in such registration exceeds as a result of rules, regulations, positions or releases issued or actions taken by the number which can be sold in such offeringSEC pursuant to its authority with respect to Rule 415, promulgated by the SEC under the Securities Act. For purposes of this Section 6, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.term “

Piggyback Registration. IfFollowing that date that is ninety (90) days after the expiration of the Non-Redemption Period, if, at any time commencing after the effective date of the thereafter, while any Registrable Shares are outstanding and (except as otherwise permitted by Sections 9(b) and 10) a Registration Statement and EXPIRING seven (7applicable to Holders under Sections 3(a), 3(b) years thereafteror 3(c) is not effective, the Company proposes to register any of its securities file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for cash (other than a registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders Rule 145 of the Warrant Securities of Act), for its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementown account, the Company shall afford give prompt written notice of such proposed filing to the Representative and such Holders. The notice referred to in the preceding sentence shall offer Holders of the Warrant Securities the opportunity to have any register such Warrant Securities registered under such registration statement amount of Registrable Shares as each Holder may request (sometimes referred to herein as a "Piggyback Registration"). Subject to the provisions of Section 4 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith all Registrable Shares for which the Company has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise underwriter advises the Company in writing that in their opinion the total number of securities Common Shares requested to be included in such registration by the Holders and holders under similar registration rights agreements exceeds the number which of Common Shares that can be sold in such offering without impairing the pricing or other commercial practicality of such offering, the Company will include in such registration in the following priority: (i) first, the securities all Common Shares the Company proposes to sell, (ii) second, up to the Warrant Securities full number of applicable Common Shares requested to be included in such registrationregistration by any holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, pro rata 1997, as amended from time to time, by and among the Holders of Company and such Warrant Securities on the basis of the number of shares requested by such Holdersholders, and (iii) third, other securities requested up to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in writing that in their opinion the full number of securities applicable Registrable Shares requested to be included in such registration exceeds by any Holders and any other holders under similar registration rights agreements with the number which Company which, in the case of this clause (iii), in the opinion of such managing underwriter, can be sold in without adversely affecting the price range or probability of success of such offeringoffering (with, to the Company will include in such registration (i) firstextent necessary, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a Registrable Shares allocated pro rata among the Holders and such other holders on the basis among such holders requesting inclusion in such registration, and (ii) second, other securities of the total number of Common Shares requested to be included in such registrationregistration by all such holders). Notwithstanding the provisions of If in connection with any registration under this SECTION 7.2Section 3(d), the Common Shares to be registered will be distributed by or through one or more underwriters, then the Company shall have will make reasonable efforts, upon the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any Holder requesting registration of Registrable Shares under this Section 3(d), to arrange for such securities shall have been made) underwriters to elect not include the Registrable Shares of such Holder among the Shares to file any be distributed by or through such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofunderwriters.

Piggyback Registration. (a) If the Company proposes to register any Equity Securities under the Securities Act (whether for itself or otherwise in connection with a sale of securities by another Person (including a Demand Registration by a Sponsor), but other than (i) in connection with a Shelf Registration and any resale of Registrable Securities by a Sponsor pursuant to a Shelf Registration, which shall be governed by the terms of Section 4.03, (ii) a registration on a Form S-4 in connection with a direct or indirect acquisition by the Company of another Person, (iii) a registration on a Form S-8, or (iv) the IPO (unless the Sponsors are participating therein as selling equityholders), the Company shall at each such time give prompt written notice at least ten (10) days prior to the anticipated filing date of the Registration Statement relating to such registration to each Shareholder holding Registrable Securities hereunder, which notice shall set forth such Shareholder’s rights under this Section 4.02 and shall offer such Shareholder the opportunity to include in such Registration Statement all or any portion of the Registrable Securities held by such Shareholder (a “Piggyback Registration”), subject to the restrictions set forth herein, including the second to last proviso in Section 4.01(a)(ii) above. Upon the request of any such Shareholder made within ten (10) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall 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 all such Shareholders (subject to the last proviso of Section 4.01(a)(ii) above) with rights to require registration of Registrable Securities hereunder, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided, that if such registration involves a Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 4.05(f) on the same terms and conditions as apply to the Company or any other selling equityholders; provided, however, that no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (i) such Person’s power and authority to effect such transfer, and (ii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested; provided, further, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to, the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration. If, at any time commencing after giving notice of its intention to register any Registrable Securities pursuant to this Section 4.02(a) and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafterfiled in connection with such registration, the Company proposes or the initiating holders, as applicable, shall decide for any reason and in its sole and absolute discretion not to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementsecurities, the Company shall afford the Representative and give notice to all such Holders Shareholders and, thereupon, shall be relieved of the Warrant its obligation to register any Registrable Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in connection with such registration. If a Piggyback Registration is an underwritten secondary No registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise effected under this Section 4.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 4.01. The Company shall be liable for and pay all Registration Expenses in writing that in their opinion the number connection with each Piggyback Registration, regardless of securities requested to be included in whether such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofis effected.

Piggyback Registration. IfIf the Company proposes to file a registration statement under the Securities Act or consummate a Takedown Offering with respect to an offering of Equity Interests after the Lock-Up End Date and before the Registration Rights Termination Date for (a) the Company’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) the account of any holder of Equity Interests (other than Holder), other than any Market Offering Registration Statement, then the Company shall give written notice of such proposed filing or Takedown Offering to Holder as soon as practicable (but in no event less than 10 days before the anticipated filing date). Upon a written request, given by Holder to the Company within 4 days after delivery of any such notice by the Company, to include Registrable Securities in such registration or Takedown Offering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration or Takedown Offering, as applicable), the Company shall, subject to Section 2.03, include all such requested Registrable Securities in such registration or Takedown Offering, as applicable, on the same terms and conditions as applicable to the Company’s or such holder’s shares of Common Stock (or, in the event of an offering of Equity Interests other than Common Stock, on terms as commercially comparable as practicable) (a “Piggyback Registration”); provided, however, that if at any time commencing after giving written notice of such proposed filing or Takedown Offering, as applicable, and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafterfiled in connection with such registration, or the Company proposes to register any consummation of its securities under the Act (other than pursuant to Form X-0such Takedown Offering, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementas applicable, the Company shall afford determine for any reason not to proceed with the Representative and such Holders proposed registration or disposition, as applicable, of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the CompanyEquity Interests, and the managing underwriters advise then the Company may, at its election, give written notice of such determination to Holder and, thereupon, will be relieved of its obligation to register any Registrable Securities in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in connection with such registration, pro rata among or dispose of any Registrable Securities in connection with such Takedown Offering, as applicable. Holder shall, subject to Section 2.04(b), enter into an underwriting agreement with the Holders of such Warrant Securities on the basis of the number of shares requested Underwriter or Underwriters selected by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested with respect to be included in such registration exceeds the number which can be any Common Stock sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice Holder pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofSection 2.02.

Piggyback Registration. If(a) If at any time the Company proposes or is required to register any securities under the Securities Act (other than in connection with a business acquisition or combination or in connection with an employee benefit plan), whether in connection with a primary or secondary offering, then the Company shall give written notice to each holder of Registrable Securities at least twenty (20) calendar days prior to the initial filing of such Registration Statement with the SEC of the Company’s intent to file such Registration Statement and of such holder’s rights under this Section 13.2. Upon the written request of any holder of Registrable Securities made within fifteen (15) calendar days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company shall use all reasonable efforts to effect the registration (a “Piggyback Registration”) under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof; provided, however, that, if, at any time commencing after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each filed in connection with such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementPiggyback Registration, the Company shall afford the Representative and determine for any reason not to register or to delay registration of such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Companysecurities, and the managing underwriters advise then the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in writing that in their opinion the number case of securities requested a determination not to be included in such registration exceeds the number which can be sold in such offeringregister, the Company will include shall be relieved of its obligation to register any Registrable Securities under this Section 13.2 in connection with such registration (i) first, but not from its obligation to pay the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included expenses incurred in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationconnection therewith), and (ii) second, other securities requested in the case of a determination to be included in such delay registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have be permitted to delay registering any Registrable Securities under this Section 13.2 during the right at period that the registration of such other securities is delayed. If any time after it Piggyback Registration is a firmly underwritten Public Offering, then the underwriter(s) in such Piggyback Registration shall have given be of recognized national standing and be selected by the Company with the prior written notice pursuant to this SECTION 7.2 (irrespective consent of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after HC2 Member and the filing but prior to the effective date thereofFugro Member.

Piggyback Registration. If, (i) If the Company at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register any of its Common Stock or any other of its securities (collectively with the Common Stock, “Other Securities”) under the Act (other than pursuant Securities Act, whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale for cash to Form X-0the public under the Securities Act, Xxxx X-0 or a comparable registration statement) it will at such time give prompt written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities Sovereign of its intention to do so. If so at least 10 business days prior to the Representative or other Holders anticipated filing date of the Warrant Registration Statement relating to such registration. Such notice shall offer Sovereign the opportunity to include in such Registration Statement such number of Registrable Securities notify as Sovereign may request. Upon the Company written request of Sovereign made within twenty (20) 5 business days after the receipt of any such the Company’s notice (which request shall specify the number of its or their desire Registrable Securities intended to include any such securities in such proposed registration statementbe disposed of and the intended method of disposition thereof), the Company shall afford effect, in the Representative and such Holders manner set forth in subsection 2.1(e), in connection with the registration of the Warrant Other Securities, the registration under the Securities Act of all Registrable Securities which the opportunity Company has been so requested to have register, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so requested to be registered; provided, that if at any time after giving written notice of its intention to register any securities and prior to the effective date of such Warrant registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to Sovereign and, thereupon, (A) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities registered under in connection with such registration statement and (sometimes referred B) in the case of a determination to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Companydelay such registration, and the managing underwriters advise the Company in writing that in their opinion the number shall be permitted to delay registration of securities any Registrable Securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after period as the filing but prior delay in registering such other securities, but, in either such case, without prejudice to the effective date thereof.rights of Sovereign under subsection 2.1(b) or (c);

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Common Stock under the Securities Act (other than pursuant to a Demand Registration and other than a registration on Form X-0, Xxxx X-0 S-4 in connection with a direct or indirect acquisition by the Company of another Person or a comparable registration statement) it will on a Form S-8), the Company shall at each such time give prompt written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business Business Days prior to the anticipated filing date of the registration statement relating to such registration to the Stockholder, which notice shall offer the Stockholder the opportunity to include in such registration statement all or any portion of the Registrable Securities held by the Stockholder (a “Piggyback Registration”), subject to the limitations set forth herein. Upon the request of the Stockholder made within fifteen (15) days after the receipt of any such notice from the Company (which request shall specify the number of its or their desire Registrable Securities intended to include any such securities in such proposed registration statementbe registered by the Stockholder), the Company shall afford use its commercially reasonable efforts to effect the Representative and such Holders registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Stockholder, to the extent required to permit the disposition of the Warrant Registrable Securities the opportunity so to have any such Warrant Securities registered under be registered, provided that if such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is involves an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 public offering, the Stockholder must sell its Registrable Securities to the underwriters selected as provided in Section 5.05(f) on the same terms and conditions as apply to the Company will include or any other selling stockholders; provided, however, that the Stockholder shall not be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) firstthe Stockholder’s ownership of its Registrable Securities to be transferred free and clear of all liens, the securities the Company proposes to sellclaims and encumbrances, (ii) second, the Warrant Securities requested Stockholder’s power and authority to be included in effect such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holderstransfer, and (iii) thirdsuch matters pertaining to compliance with securities laws as may be reasonably requested; and provided further, other securities requested that the liability of the Stockholder to indemnify pursuant to any underwriting arrangements shall be included in limited to the net amount received by the Stockholder from the sale of its Registrable Securities pursuant to such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common StockIf, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice pursuant to this SECTION 7.2 (irrespective Section 5.02(a) of whether a written request for inclusion of its intention to register any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but shares and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such shares, the Company shall give notice to the Stockholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, If the Company proposes to register any of its securities under the Securities Act for sale to the public for its own account or for the account of other security stockholders (other than pursuant except with respect to Form X-0the Initial Registration Statement, Xxxx X-0 or a comparable registration statement) 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 give written notice by registered mail, thereof to Stockholder of its intention so to do (such notice to be given at least thirty fifteen (3015) days prior to the filing of each such registration statement, to thereof). Upon the Representative and to all other Holders written request of the Warrant Stockholder (which request shall specify the number of Registrable Securities intended to be disposed of its intention to do so. If by the Representative or other Holders Stockholder and the intended method of the Warrant Securities notify disposition thereof), received by the Company within twenty ten (2010) business days after receipt giving of any such notice by the Company, to register any of its or their desire to include any such securities in such proposed registration statementthe Stockholder’s Registrable Securities, the Company will use its commercially reasonable efforts to cause the Registrable Securities as to which registration shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities been so requested to be included in the securities to be covered by the Registration Statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Stockholder (in accordance with its written request) of such registration exceeds Registrable Securities so registered (“Piggyback Registration Rights”); provided, that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 1.C and prior to the number which can be sold effective date of the Registration Statement filed in connection with such offeringregistration, the Company will include in shall determine for any reason not to register such registration (i) firstsecurities, the securities Company shall give written notice to the Company proposes Stockholder and, thereupon, shall be relieved of its obligation to sell, (ii) second, the Warrant register any Registrable Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in connection with such registration. If a Piggyback Registration is registration pursuant to this Section 1.C. involves an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 public offering, the Company will include Stockholder may elect, in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but writing prior to the effective date thereofof the registration statement filed in connection with such registration, not to register such securities in connection with such registration. The foregoing provisions notwithstanding, the Company may withdraw any registration statement referred to in this Section 1.C. without thereby incurring any liability to the Stockholder.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Equity Securities under the Securities Act (whether for itself or otherwise in connection with a sale of securities by another Person, but other than (i) in connection with a Shelf Registration and any resale of Registrable Securities pursuant to a Shelf Registration, which shall be governed by the terms of Section 7.03, (ii) a registration on a Form X-0S-4 in connection with a direct or indirect acquisition by the Company of another Person, Xxxx X-0 (iii) a registration on a Form S-8, or a comparable registration statement(iv) it will an IPO (unless the Sponsors are participating therein as selling stockholders), the Company shall at each such time give prompt written notice by registered mail, at least thirty ten (3010) days prior to the anticipated filing date of each the registration statement relating to such registration statementto each Stockholder holding Registrable Securities hereunder, which notice shall set forth such Stockholder’s rights under this Section 7.02 and shall offer such Stockholder the opportunity to include in such registration statement all or any portion of the Registrable Securities held by such Stockholder (a “Piggyback Registration”), subject to the Representative and to all other Holders of restrictions set forth herein. Upon the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt request of any such Stockholder made within ten (10) days after the receipt of notice from the Company (which request shall specify the number of its or their desire Registrable Securities intended to include any be registered by such securities in such proposed registration statementStockholder), the Company shall afford use its reasonable best efforts to effect the Representative and registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Holders Stockholders with rights to require registration of Registrable Securities hereunder, to the extent requisite to permit the disposition of the Warrant Registrable Securities the opportunity so to have any such Warrant Securities registered under be registered, provided that if such registration statement (sometimes referred to herein as "Piggyback Registration"). If involves a Piggyback Registration is an underwritten primary registration on behalf of the CompanyPublic Offering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested all such Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 7.05(f) on the same terms and conditions as apply to the Company or any other selling stockholders; provided, however, that no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration exceeds the number which can be sold in such offering, the Company will include in such registration other than representations and warranties (or indemnities with respect thereto) as to (i) firstsuch Person’s ownership of his, the securities the Company proposes her or its Registrable Securities to sellbe transferred free and clear of all liens, claims, and encumbrances, (ii) second, the Warrant Securities requested such Person’s power and authority to be included in effect such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holderstransfer, and (iii) thirdsuch matters pertaining to compliance with securities laws by such Person as may be reasonably requested; provided, other securities requested further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be included several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to, the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common StockIf, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Registrable Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 7.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company or the initiating holders, as applicable, shall determine for any reason not to register such securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 7.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 7.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected.

Piggyback Registration. If, (a) If at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, following an initial Public Offering the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant a registration relating to Form X-0Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), Xxxx X-0 whether or a comparable registration statement) it will not for sale for its own account, the Company shall each such time give written prompt notice by registered mail, at least thirty twenty five (3025) days Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 10.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such registration statementShareholder may request (a “Piggyback Registration”), subject to the Representative and to all other Holders provisions of Section 10.02(b). Upon the Warrant Securities request of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company any such Shareholder made within twenty (20) business days Business Days after the receipt of any notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such notice of its or their desire to include any such securities in such proposed registration statementShareholder), the Company shall afford use its reasonable best efforts to effect the Representative and registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Holders Shareholders, to the extent requisite to permit the disposition of the Warrant Registrable Securities the opportunity so to have any such Warrant Securities registered under be registered; provided that (i) if such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is involves an underwritten primary registration on behalf of the CompanyPublic Offering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested all such Shareholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold underwriters selected as provided in such offering, Section 10.03(f) on the same terms and conditions as apply to the Company will include in such registration (i) firstor the Requesting Shareholders, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 10.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, provided that the Shareholders shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement(s) as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No registration effected under this Section 10.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 10.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Common Stock under the Securities Act (other than including pursuant to Form X-0a Demand Registration), Xxxx X-0 whether or a comparable registration statement) not for sale for its own account, it will each such time, subject to the provisions of Section 5.02(b) hereof, give prompt written notice by registered mail, at least thirty (30) 5 days prior to the anticipated filing date of each the registration statement relating to such registration statementto all Shareholders and their respective Permitted Transferees (or, in the case of a Demand Registration requested by the DLJ Entities, to the Representative all Other Shareholders), which notice shall set forth such Shareholders' rights under this Section 5.02 and to shall offer all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities Shareholders the opportunity to have any such Warrant Securities registered under include in such registration statement such number of shares of Common Stock as each such Shareholder may request (sometimes referred to herein as a "Piggyback Registration"). If Upon the written request of any such Shareholder made within 2 days (one of which shall be a Piggyback Registration is an underwritten primary registration on behalf Business Day) after the receipt of the Company, and the managing underwriters advise notice from the Company in writing that in their opinion (which request shall specify the number of securities shares of Common Stock intended to be disposed of by such Shareholder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all shares of Common Stock which the Company has been so requested to register by such Shareholders, to the extent requisite to permit the disposition of the shares of Common Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.04(f) on the same terms and the managing underwriters advise conditions as apply to the Company in writing that in their opinion or the number of securities requested to be included in such registration exceeds the number which can be sold in such offeringSelling Shareholder, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given giving written notice of its intention to register any stock pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 5.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such stock, the Company shall give written notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; and provided further that the right of the Management Shareholders and their Permitted Transferees to request a Piggyback Registration will be subject to the Public Offering Limitations. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.02.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, If the Company proposes to register any file a registration statement under the Securities Act with respect to an offering of its securities under common stock for its own account or for the Act account of another Person (other than a registration statement on Form S-4 or S-8 or pursuant to Form X-0Rule 415 (or any substitute form or rule, Xxxx X-0 or a comparable registration statement) it will respectively, that may be adopted by the Commission)), the Company shall give written notice by registered mail, at least thirty (30) days prior of such proposed filing to the filing of each such registration statement, to Holders at the Representative and to all other Holders address set forth in the share register of the Warrant Company as soon as reasonably practicable (but in no event less than 10 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register on the same terms and conditions such number of shares of Registrable Securities of its intention to do soas such Holder may request (a "Piggyback Registration"). If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) Each Holder will have five business days after receipt of any such notice of its or their desire to include notify the Company as to whether it wishes to participate in a Piggyback Registration; provided that should a Holder fail to provide timely notice to the Company, such Holder will forfeit any such securities rights to participate in the Piggyback Registration with respect to such proposed offering. In the event that the registration statementstatement is filed on behalf of a Person other than the Company, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity will use its best efforts to have any such Warrant the shares of Registrable Securities registered under such that the Holders wish to sell included in the registration statement (sometimes referred to herein as "Piggyback Registration")statement. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company shall determine in writing that in their opinion its sole discretion not to register or to delay the number of securities requested to be included in such registration exceeds the number which can be sold in such proposed offering, the Company will include in may, at its election, provide written notice of such registration determination to the Holders and (i) firstin the case of a determination not to effect the proposed offering, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to shall thereupon be included in such registration, pro rata among the Holders of such Warrant Securities on the basis relieved of the number of shares requested by obligation to register such Holders, and (iii) third, other securities requested to be included Registrable Securities in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationconnection therewith, and (ii) secondin the case of a determination to delay a proposed offering, other securities requested shall thereupon be permitted to be included delay registering such Registrable Securities for the same period as the delay in such registrationrespect of the proposed offering. Notwithstanding As between the provisions of this SECTION 7.2Company and the Selling Holders, the Company shall have be entitled to select the right at Underwriters in connection with any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofPiggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act as part of an underwritten Public Offering or a Shelf Registration (other than pursuant (i) a registration relating to a Block Sale or (ii) a registration on Form X-0S-8 or S-4, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mailany successor forms, at least thirty (30) days prior relating to the filing Common Shares or any other class of each such registration statement, to the Representative and to all other Holders Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of another Person), whether or not for sale for its or their desire to include any such securities in such proposed registration statementown account, the Company shall afford each such time give prompt notice at least 10 Business Days prior to the Representative anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 (except for the IPO, with respect to which such notice shall have previously been given and such Holders of the Warrant Securities provisions shall be deemed to have been satisfied) and shall offer such Shareholder the opportunity to have any such Warrant Securities registered under include in such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 5.02(b). Upon the request of any such Shareholder made within 10 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder) (except for the IPO, with respect to which such request shall have previously been given and such period shall be deemed satisfied), the Company shall 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 all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold underwriters selected as provided in such offering, Section 5.04(f) on the same terms and conditions as apply to the Company will include in such registration (i) firstor the Requesting Shareholders, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but Section 5.02 and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If(a) Subject to Section 3(b) below, if at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register any of its securities file or files a Registration Statement under the Securities Act with respect to any offering of securities of the same type as the Registrable Securities for its own account (other than pursuant to a Registration Statement on Form X-0S-8 or Form S-4 or any successor form thereto), Xxxx X-0 or a comparable registration statement) it will for the account of any security holder of securities of the same type as the Registrable Securities, then, as promptly as practicable, the Company shall give written notice by registered mail, at least thirty (30) days prior of such proposed filing to each Holder and such notice shall offer the filing Holders the opportunity to include in such registration such number of Registrable Securities as each such registration statement, to the Representative and to Holder may request (a “Piggyback Registration”). The Company shall include in such Registration Statement all other Holders of the Warrant Registrable Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company requested by a Holder in writing within twenty ten (2010) business calendar days after receipt the delivery of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company (which Holder’s request shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion specify the number of securities requested Registrable Securities intended to be disposed of by such Holder) to be included in the registration for such registration exceeds the number which can be sold offering pursuant to a Piggyback Registration. Each Holder electing to participate in such offeringPiggyback Registration shall be subject to all of the terms of such proposed registration and shall execute such usual and customary custody agreements, powers of attorney, underwriting agreements or other documents as are reasonably requested or required by the Company will include in and any underwriter of such registration offering. Notwithstanding anything to the contrary contained herein, (i) firstno Holder hereunder shall have any registration rights with respect to, or be permitted to include any Registrable Securities on, the securities the Company proposes to sell, Company’s previously-filed Registration Statements on Form SB-2 (iiCommission File Nos. 333-123498 and 333-134085) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested no Holder of Registrable Securities shall be permitted to be included in such registration. Notwithstanding register any Registrable Securities pursuant to the provisions hereof if such Holder may sell all of this SECTION 7.2, the Company shall have Registrable Securities beneficially owned by such Holder under Rule 144 under the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether Securities Act within a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofsingle three month period.

Piggyback Registration. If, If at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes shall propose to register any of Common Stock, whether or not for sale for its securities own account, under the Act (other than pursuant to 1933 Act, by future registrations on Form SX-0, X-0, Xxxx X-0 or S-3 for future financings (but not Form S-4 or S-8) or any successor or similar forms (except for any registrations in connection with an employee benefit plan or dividend reinvestment plan or a comparable registration statementmerger, consolidation or other business combination) it will shall give written notice by registered mail, to the Holder of its intention to do so and of the Holder’s rights under this Section 1.3 at least thirty (30) 30 days prior to the filing of each a registration statement with respect to such registration statementwith the Commission. Upon the written request of the Holder made within 20 days after the receipt of that notice, which request shall specify the Registrable Securities intended to be registered and disposed of by such Investor, the Company shall, subject to the Representative provisions hereof, use its best efforts to include in such registration statement all Registrable Securities that the Company has been so requested to register by Holder. If Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Investor shall nevertheless continue to have the right pursuant to this Section 1.3 to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, upon all the terms and to all other Holders of the Warrant Securities conditions set forth herein. If, at any time after giving written notice of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofof the registration statement filed in connection with a registration under this Section 2(g), the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder and upon giving that notice (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration without prejudice and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Piggyback Registration. If(a) Except in connection with any Demand Registration pursuant to Section 2.1 hereof, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, if the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant a registration on Form S-8 or S-4, or any successor forms, relating to Form X-0, Xxxx X-0 Shares issuable upon exercise of employee share options or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of another Person), whether or not for sale for its or their desire to include any such securities in such proposed registration statementown account, the Company shall afford each such time give prompt notice prior to the Representative and such Holders effective date of the Warrant Securities registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.2 and shall offer such Shareholder the opportunity to have any such Warrant Securities registered under include in such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.2(b). Upon the request of any such Shareholder made within 10 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use 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 all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold underwriters selected as provided in such offering, Section 2.4(f) on the same terms and conditions as apply to the Company will include in such registration (i) firstor the Requesting Shareholder, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 2.2(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company agrees to use commercially reasonable efforts to notify the Participating Shareholders if the price for any Company Securities to be registered for sale for the account of the Company is expected to occur outside of any previously publicly announced range; provided that the Company shall not have any such obligation with respect to any registration involving the registration of Company Securities only for the account of parties other than the Company. No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.1. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant a registration on Form S-8 or Form S-4 or any similar or successor form under the Securities Act, relating to Form X-0Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person) other than in connection with a rights offering, Xxxx X-0 whether or a comparable registration statementnot for sale for its own account, the Company shall each such time give prompt notice (via facsimile or electronic transmission) it will give written notice by registered mail, at least thirty ten (3010) days Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Stockholder Group, which notice shall set forth such Stockholder Group’s rights under this Section 2.03 and shall offer such Stockholder Group the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder Group may request (a “Piggyback Registration”), subject to the provisions of Section 2.03(b). Upon the request of any such Stockholder Group made within ten (10) Business Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder Group), the Company shall use its 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 all such Stockholder Groups, to the extent requisite to permit the disposition of the Registrable Securities so to be registered in accordance with the plan of distribution intended by the Company for such registration statement; provided that (i) if such registration involves a Public Offering, all such Registering Stockholders requesting to be included in the registration must sell their Registrable Securities to the Representative underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to all other Holders of the Warrant Securities Company (or, if the Company is not offering any Company Securities, the Persons on whose behalf the registration was initially undertaken) and (ii) if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant register any Company Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 2.03(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all Registering Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.03 shall relieve the Company of its obligations to effect a Demand Registration or Shelf Registration to the extent required by Section 2.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, 2.2.1 If at any time commencing after the effective Company proposes to file a Registration Statement under the Securities Act (other than an Excluded Registration), whether or not for sale for its own account or for the account of stockholders of the Company, the Company shall at each such time give prompt notice at least 15 Business Days, or 5 Business Days in the case of a Bought Deal, prior to the anticipated filing date of the Registration Statement relating to such registration to each Holder, which notice shall set forth such Holder’s rights under this Section 2.2 and EXPIRING seven shall offer such Holder the opportunity to include in such Registration Statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Holder may request (7) years thereaftera “Piggyback Registration”), the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior subject to the filing provisions of each such registration statement, to subsection 2.2.2. Upon the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt request of any such Holder made within 10 Business Days, or 2 Business Days in the case of a Bought Deal, after the receipt of notice from the Company (which request shall specify the number of its or their desire Registrable Securities intended to include any be registered by such securities in such proposed registration statementHolder), the Company shall afford the Representative and such Holders of the Warrant use its reasonable best efforts to file a Registration Statement for all Registrable Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise that the Company in writing that in their opinion the number of securities has been so requested to be included in register by all such registration exceeds the number which can be sold in such offering, the Company will include in such registration Registering Shareholders; provided that (i) firstif such registration involves an underwritten Public Offering, all such Registering Shareholders must agree to sell their Registrable Securities to the securities underwriters selected as provided in subsection 2.5.6(a) on the same terms and conditions as apply to the Company proposes to sellor the Requesting Shareholders, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Registrable Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but subsection 2.2.1 and prior to the effective date thereofPublic Offering Pricing for such Piggyback Registration, the Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed in connection with a Piggyback Registration, by giving notice to all such Registering Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such Registration Statement. The Company shall pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether (i) such Piggyback Registration is completed or (ii) a Requesting Shareholder sells Registrable Securities pursuant to such Piggyback Registration. For purposes of clarity, any registration of Registrable Securities effected pursuant to this Section 2.2 shall not be counted as a registration pursuant to a Demand Registration effected under Section 2.1.

Piggyback Registration. If, (a) If at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, following an initial Public Offering the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant a registration relating to Form X-0Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), Xxxx X-0 whether or a comparable registration statement) it will not for sale for its own account, the Company shall each such time give written prompt notice by registered mail, at least thirty ten (3010) days Business Days prior to the anticipated filing date of the registration statement relating to such registration to each holder of Registrable Securities, which notice shall set forth such Shareholder’s rights under this Section 2 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2(b). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use its reasonable best efforts to effect the registration statementunder the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the Representative and extent requisite to all other Holders permit the disposition of the Warrant Registrable Securities so to be registered; provided that (1) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 4(f) on the same terms and conditions as apply to the Company or the Requesting Shareholders, as applicable, and (2) if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant register any Company Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 2(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, If at any time commencing after 90 days following the effective date of hereof and prior to two years following the Registration Statement and EXPIRING seven (7) years thereafterdate hereof, while any Registrable Shares or Units are outstanding, the Company (without any obligation to do so) proposes to register any of its securities file a registration statement under the Securities Act with respect to an offering of Common Stock solely for cash pursuant to a "firm commitment" underwritten offering (other than a registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company, the Operating Partnership or subsidiaries of either, or (v) relating to a transaction pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders Rule 145 of the Warrant Securities of Act or any other "business combination" transaction), whether or not for its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementown account, the Company shall afford give prompt written notice of such proposed filing to the Representative and such Holders. The notice referred to in the preceding sentence shall offer Holders of the Warrant Securities the opportunity to have register all of the Registrable Shares of any such Warrant Securities registered under such registration statement requesting Holder (sometimes referred to herein as a "Piggyback Registration"). Subject to the provisions of Section 3 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the blue sky or securities laws of the various states and in any underwriting in connection therewith, all Registrable Shares for which the Company has received written requests for inclusion therein within 15 calendar days after the notice referred to above has been given by the Company to the Holders. Holders of Registrable Shares shall be permitted to withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, Company and the managing underwriters advise underwriter advises the Company in writing that in their opinion the total number of securities shares of Common Stock requested to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering, the Company will include in such registration in the following priority: (i) first, the securities all Common Stock the Company proposes to sell, and (ii) second, up to the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the full number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in writing that in their opinion the number of securities applicable Registrable Shares requested to be included in such registration exceeds by any Holders, but only to the extent that, in the opinion of such managing underwriter, such number which of Registrable Shares can be sold in without adversely affecting the price range or probability of success of such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2foregoing, the Company shall have the right at not be obligated to take any time after it shall have given written notice action to effect any such registration, qualification or compliance pursuant to this SECTION 7.2 Section 2(b)(i) in any particular jurisdiction in which either the Company or the Operating Partnership would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company or the Operating Partnership is already subject to service in such jurisdiction and except as may be required by the Securities Act, (irrespective ii) unless Holders holding at least 25% of whether the aggregate number of Units issued to the Holders as of the date hereof submit a written request request, in accordance with the procedures set forth above, for inclusion of any such securities shall have been made) to elect not the Company to file any a Registration Statement relating to all of such proposed registration statementHolders' Registrable Shares, or (iii) in connection with any offering of securities by the Company pursuant to withdraw its existing registration statement on Form S-3 (File No. 33-97794), as declared effective by the same after the filing but prior to the effective date thereofSEC on February 16, 1996.

Piggyback Registration. If, If at any time commencing after prior to the effective date expiration of the Registration Statement and EXPIRING seven Period: (7i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of such shares for cash (a “Proposed Registration”) other than pursuant to a registration statement on Form X-0S-8 or any successor or other forms promulgated for similar purposes; and (ii) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Investor, Xxxx X-0 or a comparable registration statement) it will the Company shall, at such time, promptly give Investor written notice by registered mail, at least thirty of such Proposed Registration. Investor shall have five (305) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each such registration statement, Registrable Securities that Investor intends to the Representative sell and to all other Holders Investor’s intended method of the Warrant Securities of its intention to do sodistribution. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford use its best efforts to cause all Registrable Securities which the Representative and such Holders of the Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement (sometimes referred the Securities Act to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the Companyrequest of Investor; provided, and the managing underwriters advise the Company in writing however, that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this SECTION 7.2 (irrespective Paragraph 3 without obligation to the Investor. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the registration statement only such limited portion of the Registrable Securities with respect to which Investor has requested inclusion hereunder as such underwriter(s) shall permit. The Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the Investors of which are not entitled to inclusion of any such securities in the registration statement or are not entitled to pro rata inclusion with the Registrable Securities; and that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall have been made) be made pro rata with Investors of other securities having the right to elect not to file any include such proposed securities in the registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at At any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register any of its securities file a registration statement under the 1933 Act (each a “Registration Statement”) with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company) and by shareholders of the Company other than pursuant a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to Form X-0the Company’s existing stockholders, Xxxx X-0 (iii) for an offering of debt that is convertible into equity securities of the Company; (iv) for a dividend reinvestment plan; (v) for an offering of equity securities of the Company underwritten by Sunrise Securities Corp. (the “Sunrise Offering”); or a comparable registration statement(vi) it will for business combination or acquisition of any entity or business, then the Company shall (x) give written notice by registered mail, at least thirty of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event less than ten (3010) days prior before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the filing holders of Registrable Securities (each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20a “Holder”) business days after receipt of any in such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any register the sale of such Warrant number of shares of Registrable Securities registered under as such registration statement holders may request in writing within five (sometimes referred to herein as "5) days following receipt of such notice (a “Piggyback Registration"”). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the The Company in writing that in their opinion the number of securities requested shall cause such Registrable Securities to be included in such registration exceeds and shall use its best efforts to cause the number which can be sold in such offering, managing underwriter or underwriters of a proposed underwritten offering to permit the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Registrable Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in such registrationaccordance with the intended method(s) of distribution thereof. If All holders of Registrable Securities proposing to distribute their securities through a Piggyback Registration is that involves an underwritten secondary registration on behalf of holders of underwriter or underwriters shall enter into an underwriting agreement in customary form with the Company's Class A Common Stock, and the managing underwriter or underwriters advise the Company in writing that in their opinion the number of securities requested to be included in selected for such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofRegistration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, If the Company proposes to register any of its securities file a registration statement under the Securities Act with respect to an offering (a "Proposed Offering") of common equity securities for the Company's own account or for the account of other shareholders of the Company (other than a registration statement on Form S-4 or S-8 or pursuant to Form X-0Rule 415 (or any substitute form or rule, Xxxx X-0 or a comparable registration statement) it will respectively, that may be adopted by the Commission)), the Company shall give written notice of such proposed filing to each Shareholder as soon as reasonably practicable (but in no event less than ten business days before the anticipated filing date), and such notice shall offer each Shareholder the opportunity to register such number of shares of Registrable Securities held by registered mail, at least thirty such Shareholder as such Shareholder may request on the same terms and conditions as the Company's Common Stock (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do soa "Piggyback Registration"). If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) Each Shareholder will have five business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, notify the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity as to have any such Warrant Securities registered under such registration statement (sometimes referred whether it wishes to herein as "Piggyback Registration"). If participate in a Piggyback Registration is an underwritten primary registration on behalf of the Companyand, and the managing underwriters advise the Company in writing that in their opinion if so, the number of securities requested Registrable Securities proposed to be included in such registration exceeds offering; provided that should any Shareholder fail to provide timely notice to the number which can be sold Company, such Shareholder will forfeit any rights to participate in the Piggyback Registration with respect to such proposed offering. If the Company shall determine in its sole discretion not to register or to delay the Proposed Offering, the Company will include may, at its election, provide written notice of such determination to the Shareholders who have provided timely notice of their intention to participate in such registration the Piggyback Registration and (i) firstin the case of a determination not to effect the Proposed Offering, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to shall thereupon be included in such registration, pro rata among the Holders of such Warrant Securities on the basis relieved of the number of shares requested by obligation to register such Holders, and (iii) third, other securities requested to be included Shareholder's Registrable Securities in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationconnection therewith, and (ii) secondin the case of a determination to delay a Proposed Offering, other securities requested shall thereupon be permitted to be included delay registering such Shareholder's Registrable Securities for the same period as the delay in respect of Common Stock being registered for the Company's account; provided that such registration. Notwithstanding delay will not prevent the Shareholder from exercising their right to request a Demand Registration subject to the provisions of this SECTION 7.2, the Section 2.1. The Company shall have be entitled to select the right at Underwriters in connection with any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofPiggyback Registration.

Piggyback Registration. If, If the Company at any time commencing after the effective date proposes to file a registration statement with respect to any class of its equity securities, whether for its own account (other than in connection with the Registration Statement and EXPIRING seven contemplated by Section 6.1 or a registration statement on Form S-4 or S-8 (7or any successor or substantially similar form), or the registration of (A) years thereafteran employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan or (B) a dividend reinvestment plan) or for the account of an Other Approved Holder (a "Requesting Securityholder"), then the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will shall in each case give written notice by registered mail, of such proposed filing to all Holders of Registrable Securities at least thirty twenty (3020) days prior to the anticipated filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt date of any such notice of its or their desire to include any such securities in such proposed registration statementstatement by the Company, the Company shall afford the Representative and such notice shall offer to all Holders of the Warrant Securities the opportunity to have any or all of the Registrable Securities held by such Warrant Holders included in such registration statement. Each Holder of Registrable Securities desiring to have its Registrable Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters this Section 6.2 shall so advise the Company in writing within fifteen (15) days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Securities so requested to be included therein on the same terms and conditions as the securities being registered by the Company. Any Holder's request for such inclusion may be withdrawn, in whole or in part, at any time prior to the effective date of such Registration Statement. Notwithstanding the foregoing, if the Managing Underwriter of any such proposed public offering advises the Company in writing that in their opinion the number total amount or kind of securities requested which the Holders of Registrable Securities, the Company and the Other Approved Holders intend to be included in such registration exceeds proposed public offering is sufficiently large to materially adversely affect the number which can be sold in success of such proposed public offering, then the Company will include in such registration amount or kind of securities to be offered for the accounts of Holders of Registrable Securities and the Other Approved Holders (iother than the Requesting Securityholder) first, shall be reduced pro rata to the extent necessary to reduce the total amount or kind of securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among proposed public offering to the Holders of such Warrant Securities on the basis of the number of shares requested amount or kind recommended by such Holders, and (iii) third, other Managing Underwriter before the securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise offered by the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at or any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofRequesting Securityholder are so reduced.

Piggyback Registration. If, at any time commencing after the effective date hereof until such time as the Holder has sold or otherwise disposed all of the Registration Statement and EXPIRING seven (7) years thereafterWarrant Shares, the Company proposes to register any of its equity securities under the Act (other than in connection with a merger or consolidation or pursuant to a Registration Statement on Form X-0, Xxxx X-0 S-3 or a S-4 or comparable registration statement) it will give written notice by registered mailnotice, at least thirty (30) days 30)days prior to the filing of each such registration statement, to the Representative Holder and to all other Holders holders of the Warrants and Warrant Securities Shares (collectively, "Warrant Securities") of its intention to do so. If the Representative or Holder and/or other Holders holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any Warrants (including the shares of Common Stock underlying any such securities Warrants) and/or Warrant Shares (whether issued or issuable) in such proposed registration statement, the Company shall shall, subject to the provisions set forth below, afford the Representative Holder and such Holders holders of the Warrant Securities the opportunity to have any such Warrant Securities securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration")statement. If a Piggyback Registration such registration is an underwritten primary registration on behalf of the Companyregistration, and the managing underwriters advise the Company in 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 offeringoffering without materially adversely affecting such underwriters' ability to effect an orderly distribution of such securities, the Company will include in such registration (i) first, the securities the Company proposes proposed to sellbe sold thereunder and, (ii) second, the Warrant Securities requested to be included in and such registration, pro rata among the Holders of such Warrant Securities on the basis other securities of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary Company having registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in writing that in their opinion the number of securities rights requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder registered on a pro pro-rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registrationbasis. Notwithstanding the provisions of this SECTION 7.2, the The Company shall have the right at any time after thereafter it shall have given give written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, statement or to withdraw the same after the filing but prior to the effective date thereof. The Company shall pay all such expenses relating to registration except sales commissions attributable to Warrant Securities requested to be offered by the holders thereof and except expenses incurred by the holders such as counsel for the holders. Such sales commissions and other such expenses will be borne by the holders requesting inclusion in such registration.

Piggyback Registration. If(a) If the Company, subject to Section 2.03, proposes to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Stockholder owning any Common Shares, which notice shall set forth such Stockholder's rights under this Section 2.02 and shall offer such Stockholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a "Piggyback Registration"), subject to the provisions of Section 2.02(b). Upon the request of any such Stockholder made within 15 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall 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 all such Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Stockholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company or the Requesting Stockholders, as applicable, and (ii) if, at any time commencing after giving notice of its intention to register any Company Securities pursuant to this Section 2.02 and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each statement filed in connection with such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford the Representative and determine for any reason not to register such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2securities, the Company shall have give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the right at any time after it shall have given written notice pursuant Company of its obligations to this SECTION 7.2 (irrespective of whether effect a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior Demand Registration to the effective date thereofextent required by Section 2.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing or times, the Company determines (or is required as a result of a Demand Registration) to file with the SEC a registration statement covering any Shares, other than Shares or other securities of the Company which are issuable in an offering (i) to officers or employees of the Company or its Subsidiaries pursuant to an employee stock option, bonus or other employee benefit plan, or (ii) in connection with the acquisition of another Person’s business (whether by acquisition of stock or assets, merger, consolidation or other similar transaction) or the formation of a joint venture, in each case by the Company or any of its Subsidiaries (a “Piggyback Event”), the Company shall (promptly after the filing of such registration statement with the SEC) notify each Securityholder in writing of such registration statement, such notification to describe in detail the proposed registration (including those jurisdictions where registration is required under federal and/or state securities laws and the names of the proposed underwriters, if any, of the Public Offering). If one or more of such Securityholders requests the Company in writing, within fifteen (15) days of the receipt of such notification from the Company, to include in such registration statement any of such Securityholder’s Shares, then, subject to the remaining provisions hereof, the Company shall use reasonable efforts to include those Shares in the registration statement and to have the registration statement declared effective. Each such request by a Securityholder shall specify the whole number of Shares intended to be offered and sold by each such Securityholder, shall express each such Securityholder’s present intent to offer such Shares for distribution, shall (subject to the provisions of Section 6.1(c)), if the Company has not arranged for a plan of distribution or other marketing arrangements for such distribution, describe the nature or method of the proposed offer and sale thereof and shall contain the undertaking of each such Securityholder to provide all such information and materials and take all such action as may be reasonably requested in order to permit the Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement. The Company may elect in its sole discretion, at any time prior to the Registration Statement and EXPIRING seven (7) years thereafter, effectiveness of the Company proposes to register any of its securities under the Act registration statement (other than a registration statement filed pursuant to Form X-0a Demand Registration), Xxxx X-0 or not to proceed with the registration which is the subject of such notice. The obligations of the Company under this Section 6.1(b) are subject to the limitations, conditions and qualifications set forth in Sections 6.1(a) and (c). Any Securityholder may elect, in its sole discretion, to withdraw from any registration statement filed in connection with a comparable registration statement) it will give Piggyback Event by delivering written notice by registered mail, at least thirty (30) days of such withdrawal to the Company prior to the filing effectiveness of each such the registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration Securityholder decides not to include (or is an underwritten primary precluded from including) all of his, her or its Shares in any registration on behalf of statement filed by the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested such Securityholder will nevertheless continue to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to under this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 6.1(b) to elect not to file any such proposed include Shares in a registration statementstatement filed in connection with a future Piggyback Event, or to withdraw all upon the same after the filing but prior terms and subject to the effective date thereofconditions as set forth in this Agreement.”

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Common Shares under the Securities Act (other than pursuant to (i) the First Public Offering or (ii) a registration on Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mailF-4, at least thirty (30) days prior or any successor forms, relating to the filing Common Shares issuable upon exercise of each such registration statement, to the Representative and to all other Holders employee stock options or in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of another Person), whether or not for sale for its or their desire to include any such securities in such proposed registration statementown account, the Company shall afford each such time give prompt notice at least 20 Business Days prior to the Representative and such Holders anticipated filing date of the Warrant Securities registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 5.02 and shall offer such Shareholder the opportunity to have any such Warrant Securities registered under include in such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Securities as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 5.02(b). Upon the request of any such Shareholder made within 15 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall 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 all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold underwriters selected as provided in such offering, Section 5.04(f)(i) on the same terms and conditions as apply to the Company will include in such registration (i) firstor the selling Shareholders, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right it at any time after it shall have given written giving notice of its intention to register any Common Shares pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 5.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. (a) If, at any time commencing following the Closing Date, the Company proposes to register (including, for the avoidance of doubt, any registration proposed to be effected pursuant to the Existing Agreement) any Common Stock under the Securities Act (other than a registration on Form S-8 or Form S-4 or any similar or successor form under the Securities Act, relating to shares of Common Stock or any other class or series of common stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or shares of Common Stock or any other class or series of common stock issued as acquisition consideration in a direct or indirect acquisition by the Company of another Person) other than in connection with a rights offering, whether or not for sale for its own account, the Company shall each such time give prompt notice (via facsimile or electronic transmission) at least ten (10) Business Days prior to the anticipated filing date of the Registration Statement relating to such registration to all Holders, which notice shall set forth the Holders’ rights under this Section 2.3 and shall offer each Holder the opportunity to include in such Registration Statement the number of Registrable Securities of the same class or series as those proposed to be registered as each Holder may request (a “Piggyback Registration”), subject to the provisions of Section 2.3(b). Upon the request of a Holder made within ten (10) Business Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of Registrable Securities intended to be registered by such Holder), the Company shall use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities of such Holder that the Company has been so requested to register, to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the plan of distribution intended by the Company for such Registration Statement; provided that (i) if such registration involves a Public Offering, such Holder must sell its Registrable Securities to the underwriters selected as provided in Section 2.5(f) on the same terms and conditions as apply to the Company (or, if the Company is not offering any Common Stock, the Persons on whose behalf the registration was initially undertaken) and (ii) if, at any time after giving notice of its intention to register any Common Stock pursuant to this Section 2.3(a) and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each filed in connection with such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford the Representative and determine for any reason not to register such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2securities, the Company shall have give notice to such Holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.3 shall relieve the right at any time after it shall have given written notice pursuant Company of its obligations to this SECTION 7.2 (irrespective of whether effect a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, Demand Registration or to withdraw the same after the filing but prior Shelf Registration to the effective date thereofextent required by Section 2.1 or Section 2.1. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, If the Company at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than pursuant except with respect to Form registration statements on Forms X-0, Xxxx X-0 or a comparable registration statement) another form not available for registering the Registrable Securities for resale to the public), each such time it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders so and of the Warrant Securities notify proposed method of distribution of such securities. Upon the written request of any such Holder, received by the Company within twenty (20) business 15 days after receipt the giving of any such notice by the Company, to register any of its or their desire to include any such securities in such proposed registration statementRegistrable Securities, the Company will use its best efforts to cause the Registrable Securities as to which registration shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent and under the conditions that such registration exceeds is permitted under the number which can be sold Securities Act. In the event that any registration pursuant to this Section 3 shall be, in such offeringwhole or in part, an underwritten public offering of Common Stock and the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities underwriter reasonably determines that marketing factors require a limitation on the basis of the number of shares to be underwritten, the securities of the Company held by Other Stockholders (other than Other Stockholders that requested the registration pursuant a demand registration right of such Other Stockholder), if any, shall be first excluded from such registration to the extent required by such Holderslimitation; to the extent additional shares need to be excluded in order to conform to such limitation, and (iii) thirdthe number of shares that may be included in the registration shall be allocated among the Holders requesting registration of Registrable Securities in proportion, other securities as nearly as practicable, to the respective amounts of Registrable Securities that such Holders had requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of The Company shall advise all holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in writing that in their opinion securities requesting registration as to the number of securities requested to shares that may be included in the registration and underwriting as allocated in the foregoing manner. No such registration exceeds the number which can reduction shall be sold in such offering, made with respect to securities offered by the Company will include in such registration (i) first, for its own account. If any Holder or Other Stockholder disapproves of the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion terms of any such securities shall have been made) to underwriting, such person may elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior therefrom by written notice to the effective date thereofCompany and the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration.

Piggyback Registration. If, at any time commencing after If twelve months have elapsed from the effective ---------------------- date of the Registration Statement Stock Purchase Agreement and EXPIRING seven (7) years thereafter, the Company proposes has yet to register consummate a Public Offering, then each time the Company shall determine to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its securities under the Act by it or any of its security holders (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or a comparable registration statement) it other limited purpose form), the Company will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and its determination to all other Holders record holders of Registrable Securities. Upon the Warrant written request of a record holder of any shares of Registrable Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company given within twenty (20) business 30 days after receipt the date of any such notice of its or their desire to include any such securities in such proposed registration statementfrom the Company, the Company shall afford will, except as herein provided, cause all the Representative and such Holders of the Warrant Registrable Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration of which is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds statement, all to the number which can extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered; provided, however, that nothing herein shall -------- ------- prevent the Company from, at any time, abandoning or delaying any registration; and provided, further, that if the Company determines not to proceed with a -------- ------- registration after the registration statement has been filed with the Commission and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold in such offeringby the Company, the Company will include shall promptly complete the registration for the benefit of those selling security holders who wish to proceed with a Public Offering of their Registrable Securities and who bear all of the Registration Expenses in excess of $25,000 incurred by the Company as the result of such registration (i) first, the securities after the Company proposes has decided not to sell, (ii) second, proceed. In the Warrant discretion of the holders of the Registrable Securities requested to be included in the registration (provided that -------- such registration, pro rata among holders are the Holders record holders of such Warrant Securities on the basis at least 51% of the number of shares requested by such HoldersRegistrable Securities), and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds may count as a demand registration under Section 1.2 (if it otherwise meets the number requirements of Section 1.2(a)) for which can be sold in such offering, the Company will include in such registration (i) first, pay the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofExpenses.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (whether for itself or in connection with a sale of securities by a Stockholder, but other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to Form X-0, Xxxx X-0 common stock issuable upon exercise of employee stock options or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementanother Person), the Company shall afford each such time give prompt written notice at least ten (10) Business Days prior to the Representative and such Holders anticipated filing date of the Warrant Securities registration statement relating to such registration (provided that, solely with respect to the Initial Public Offering, prompt written notice must be given at least ten (10) Business Days following the initial filing date of the registration statement relating to such registration) to each Stockholder (each a “Piggyback Stockholder”), which notice shall set forth such Piggyback Stockholder’s rights under this Section 1.02 and shall offer such Piggyback Stockholder the opportunity to have any such Warrant Securities registered under include in such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Securities of the same class or series as those proposed to be registered as each such Piggyback Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 1.02(b) and the Public Offering Limitations. Upon the request of any such Piggyback Stockholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Piggyback Stockholder), the Company shall 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 all such Piggyback Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves a Public Offering, all such Piggyback Stockholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold underwriters selected as provided in such offering, Section 1.04(f)(i) on the same terms and conditions as apply to the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, or any other securities requested to be included in such registration. If a selling Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationStockholders, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 1.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Piggyback Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 1.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 1.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its the equity securities issued by it under the Securities Act (other than pursuant a registration relating to Form X-0, Xxxx X-0 Common Shares issuable upon exercise of employee stock options or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of another Person on Form S-8 or S-4, or any such notice of successor or similar forms), whether or not for sale for its or their desire to include any such securities in such proposed registration statementown account, the Company shall afford each such time give notice at least ten (10) Business Days prior to the Representative and such Holders anticipated filing date of the Warrant Securities registration statement relating to such registration to each Shareholder (so long as such Shareholder is then an Eligible Shareholder), which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to have any such Warrant Securities registered under include in such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Securities of the same class or series as those proposed to be registered as such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b) and the Public Offering Limitations. Upon the request of such Shareholder (if such Shareholder is then an Eligible Shareholder) made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use its 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 all such other Shareholders, to the extent necessary to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten public offering, all such Shareholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold in such offering, underwriters selected by the Company will include in such registration (i) first, on the securities same terms and conditions as apply to the Company proposes to sellor the Requesting Shareholders, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 2.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 3.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Registrable Security under the Securities Act (other than (i) a Shelf Registration, which will be subject to the provisions of Section 2.03; provided, however, that any Underwritten Takedown will be subject to this Section 2.02, (ii) a registration on Form S-8 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with an exchange offer or a direct or indirect acquisition by the Company of another Person, (iii) a registration relating to a rights offering to the Company’s existing security holders or (iv) a shelf registration for a primary offering by the Company pursuant to Form X-0Rule 415 under the Securities Act), Xxxx X-0 whether or not for sale for its own account (a comparable registration statement) it will “Piggyback Registration”), the Company each such time shall give written prompt notice by registered mail, at least thirty ten (3010) days Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within seven (7) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration statementunder the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the Representative and extent required to all other Holders permit the disposition of the Warrant Registrable Securities so to be registered; provided, however, that (x) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (y) if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice Registrable Security pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 2.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, (a) If the Company at any time commencing after proposes to file a registration statement under the effective date Securities Act with respect to an offering of securities for its own account or for the account of another Person (other than a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) and other than a Demand Registration Statement hereunder and EXPIRING seven (7) years thereafterthe Private Placement Registration Statement), the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will shall give written notice by registered mail, at least thirty (30) days prior of such proposed filing to the filing Holders at the address set forth in the share register of each the Company as soon as reasonably practicable (but in no event less than 15 days before the anticipated date on which such registration statementwill be first filed with the Commission), undertaking to provide each Holder the Representative opportunity to register on the same terms and to all other Holders conditions such number and type of the Warrant Registrable Securities of its intention to do soas such Holder may request (a "Piggyback Registration"). If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) Each Holder will have ten business days after receipt of any such notice of its or their desire to include notify the Company as to whether it wishes to participate in a Piggyback Registration (which notice shall not be deemed to be a request for a Demand Registration); provided that should a Holder fail to provide timely notice to the Company, such Holder will forfeit any such securities rights to participate in the Piggyback Registration with respect to such proposed offering. In the event that the registration statement is filed on behalf of a Person other than the Company, the Company will use its best efforts to have the shares of Registrable Securities that the Holders wish to sell included in the registration statement. If the Company shall determine in its sole discretion not to register or to delay the proposed offering, the Company shall afford provide written notice of such determination to the Representative Holders and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) firstin the case of a determination not to effect the proposed offering, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to shall thereupon be included in such registration, pro rata among the Holders of such Warrant Securities on the basis relieved of the number of shares requested by obligation to register such Holders, and (iii) third, other securities requested to be included Registrable Securities in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationconnection therewith, and (ii) secondin the case of a determination to delay a proposed offering, other securities requested shall thereupon be permitted to be included delay registering such Registrable Securities for the same period as the delay in such registrationrespect of the proposed offering. Notwithstanding As between the provisions of this SECTION 7.2Company and the Selling Holders, the Company shall have be entitled to select the right at Underwriters in connection with any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofPiggyback Registration.

Piggyback Registration. IfThe Company may agree to register Common Shares in a registration statement for resale by any holder of registration rights, at any time commencing pursuant to a registration rights agreement entered into by it with the Company on or after the effective date of this Agreement (a “Qualifying Other Holder”) and who is proposing to register Common Shares with an aggregate fair market value as of the Registration Statement and EXPIRING seven (7) years thereaftertime of the initial filing of such registration statement of at least $10,000,000. Upon written request from a Qualifying Other Holder requesting that the Company effect the registration under the Securities Act of all or part of the Eligible Securities held by such Qualifying Other Holder, the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will shall give written notice by registered mail, to the Investors of its intention to so register Common Shares at least thirty (30) days prior before the initial filing of the registration statement related thereto. The Company shall include in any registration statement filed pursuant to this Article II the Eligible Securities of any Investor (a “Participating Holder”) who has delivered written notice to the filing of each such registration statement, to the Representative and to all other Holders Company within ten (10) Business Days of the Warrant date of the Company’s receipt of the above-referenced written notice from the Qualifying Other Holder. A notice from a Participating Holder under this Section 2.3 shall specify the number of Eligible Securities to be included in the registration statement and the intended method of its intention to do sodisposition. If the Representative or other Holders of the Warrant Securities notify Company shall have been advised by a nationally recognized independent investment banking firm selected by the Company within twenty (20) business days after receipt and reasonably acceptable to the Participating Holders to act as lead underwriter in connection with the public offering of any such notice of its or their desire to include any such securities by the Company that, in such proposed firm’s opinion, a registration statementof Eligible Securities requested to be registered at that time would materially and adversely affect the scheduled offering of securities, then the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the aggregate number of securities Eligible Securities requested to be included in such registration exceeds by the number which can Participating Holders and the Qualifying Other Holder(s) shall be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, reduced pro rata among the Participating Holders of such Warrant Securities on and the basis of Qualifying Other Holder(s) according to the total number of shares requested by such Holders, and (iii) third, other eligible securities requested to be included in registered by such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofPersons.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (whether for itself or in connection with a sale of securities by a Stockholder, but other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to Form X-0, Xxxx X-0 Common Shares issuable upon exercise of employee stock options or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementanother Person), the Company shall afford each such time give prompt written notice at least ten (10) Business Days prior to the Representative and such Holders anticipated filing date of the Warrant Securities registration statement relating to such registration to each Piggyback Stockholder, which notice shall set forth such Piggyback Stockholder’s rights under this Section 1.02 and shall offer such Piggyback Stockholder the opportunity to have any such Warrant Securities registered under include in such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Securities of the same class or series as those proposed to be registered as each such Piggyback Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 1.02(b) and the Public Offering Limitations. Upon the request of any such Piggyback Stockholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Piggyback Stockholder), the Company shall 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 all such Piggyback Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves a Public Offering, all such Piggyback Stockholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold underwriters selected as provided in such offering, Section 1.04(f)(i) on the same terms and conditions as apply to the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, or any other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationselling stockholders, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 1.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Piggyback Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 1.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 1.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If(a) Subject to any contractual obligations to the contrary, if the Company proposes at any time to register any of the equity securities issued by it under the Securities Act (other than a registration on Form S-8 or Form S-4, or any successor forms, relating to Common Stock issuable in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another person or as a recapitalization or reclassification of securities of the Company), whether or not for sale for its own account, the Company shall each such time give prompt notice at least 15 business days prior to the anticipated filing date of the registration statement relating to such registration to each Covered Person holding Registrable Securities (the “Piggyback Holders”), which notice shall offer each Piggyback Holder the opportunity to elect to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered held by such Piggyback Holder as such Piggyback Holder may request (a “Piggyback Registration”), subject to the provisions of Section 2.2(b). If a Piggyback Holder elects to effect a Piggyback Registration, the Company shall give notice of the registration statement relating to such registration to those Piggyback Holders who the Board determines to afford participation in the Piggyback Registration. Upon the request of a Piggyback Holder, the Company shall use its 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 Piggyback Holders, to the extent necessary to permit the disposition of the Registrable Securities to be so registered, provided that (i) if such registration involves an underwritten Public Offering, all such Piggyback Holders to be included in the 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 or any other selling person, as applicable, and (ii) if, at any time commencing after giving notice of its intention to register any securities pursuant to this Section 2.2(a) and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each statement filed in connection with such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity determine for any reason not to have any such Warrant Securities registered under such register or to delay registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2securities, the Company shall have the right at give notice of such determination to each holder of such Registrable Securities and, thereupon shall be relieved of its obligation to register any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any Registrable Securities in connection with such securities shall have been made) to elect not to file any such proposed registration statementregistration, or shall be permitted to withdraw delay registration of such securities, as the same after case may be. No registration effected under this Section 2.2 shall relieve the filing but prior Company of its obligations to effect a Demand Registration to the effective date thereofextent required by Section 2.1. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7i) years thereafter, If the Company proposes to register any of its securities Ordinary Shares under the Securities Act (other than a registration on Form S-8, F-4 or any successor forms, relating to securities of the Company issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company, in connection with a direct or indirect acquisition by the Company of another Person, or pursuant to Form X-0Section 3(a) hereof), Xxxx X-0 whether or a comparable registration statement) it will not for sale for its own account, the Company shall each such time give written prompt notice by registered mail, at least thirty ten (3010) days Business Days prior to the anticipated filing date of the registration statement to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 1(a)(i) and shall offer such Shareholder the opportunity to include in such registration statementstatement the amount of Registrable Securities of the same class or series as those proposed to be registered that such Shareholder may request (a “Piggyback Registration”), subject to the Representative provisions of Section 1(a)(ii). Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the amount of Registrable Securities to be registered), the Company shall use reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities so requested to register by all such Shareholders; provided that (A) if such registration involves a Public Offering, all such Shareholders must sell their Registrable Securities to the underwriter(s) selected on the same terms and conditions as apply to all other Holders of the Warrant Securities Company, and (B) if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice Ordinary Shares pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 1(a)(i) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Ordinary Shares, the Company shall give notice to all Shareholders and, thereupon, shall be relieved of its obligation to use reasonable best efforts to register any Registrable Securities. No registration effected under this Section 3(b) shall relieve the Company of its obligations to effect a demand registration to the extent required by Section 3(a). The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7i) years thereafter, If the Company proposes to register any of its securities Ordinary Shares under the Securities Act (other than a registration on Form S-8, F-4 or any successor forms, relating to securities of the Company issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company, in connection with a direct or indirect acquisition by the Company of another Person, or pursuant to Form X-0Section 3(a) hereof), Xxxx X-0 whether or a comparable registration statement) it will not for sale for its own account, the Company shall each such time give written prompt notice by registered mail, at least thirty ten (3010) days Business Days prior to the anticipated filing date of the registration statement to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 3(b)(i) and shall offer such Shareholder the opportunity to include in such registration statementstatement the amount of Registrable Securities of the same class or series as those proposed to be registered that such Shareholder may request (a “Piggyback Registration”), subject to the Representative provisions of Section 3(b)(ii), Upon the request of any such Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the amount of Registrable Securities to be registered), the Company shall use reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities so requested to register by all such Shareholders; provided that (A) if such registration involves a Public Offering, all such Shareholders must sell their Registrable Securities to the underwriter(s) selected on the same terms and conditions as apply to all other Holders of the Warrant Securities Company, and (B) if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice Ordinary Shares pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 3(b)(1) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Ordinary Shares, the Company shall give notice to all Shareholders and, thereupon, shall be relieved of its obligation to use reasonable best efforts to register any Registrable Securities. No registration effected under this Section 3(b) shall relieve the Company of its obligations to effect a demand registration to the extent required by Section 3(a). The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If(a) Subject to any contractual obligations to the contrary, if the Partnership proposes at any time to register any of the equity securities issued by it under the Securities Act (other than a registration on Form S-8 or Form S-4, or any successor forms, relating to Common Units issuable in connection with any employee benefit or similar plan of the Partnership or in connection with a direct or indirect acquisition by the Partnership of another person or as a recapitalization or reclassification of securities of the Partnership), whether or not for sale for its own account, the Partnership shall each such time give prompt notice at least 15 business days prior to the anticipated filing date of the registration statement relating to such registration to the Demand Committee, which notice shall offer the Demand Committee the opportunity to elect to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered held by Covered Persons as the Demand Committee may request (a “Piggyback Registration”), subject to the provisions of Section 2.3(b). If the Demand Committee elects to effect a Piggyback Registration, the Partnership shall give notice of the registration statement relating to such registration to those Covered Persons who the Demand Committee determines to afford participation in the Piggyback Registration. Upon the request of the Demand Committee, the Partnership shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Partnership has been so requested to register by the Demand Committee, to the extent necessary to permit the disposition of the Registrable Securities to be so registered, provided that (i) if such registration involves an underwritten Public Offering, all such Covered Persons to be included in the Partnership’s registration must sell their Registrable Securities to the underwriters selected by the Partnership on the same terms and conditions as apply to the Partnership or any other selling person, as applicable, and (ii) if, at any time commencing after giving notice of its intention to register any securities pursuant to this Section 2.3(a) and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafterregistration statement filed in connection with such registration, the Company proposes Partnership shall determine for any reason not to register such securities, the Partnership shall give notice to all such Covered Persons and, thereupon, shall be relieved of its obligation to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Registrable Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in connection with such registration. If a Piggyback No registration effected under this Section 2.3 shall relieve the Partnership of its obligations to effect an Exchange Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback or Demand Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofextent required by Section 2.1 or Section 2.2, respectively. The Partnership shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (whether for itself or in connection with a sale of securities by another person, but other than pursuant to a registration on a Form X-0, Xxxx X-0 S-4 in connection with a direct or indirect acquisition by the Company of another Person or a comparable registration statement) it will on a Form S-8), the Company shall at each such time give prompt written notice by registered mail, at least thirty (30) days Business Days prior to the anticipated filing date of each the registration statement relating to such registration statementto each Stockholder with rights to participate in such registration of Company Securities hereunder, which notice shall set forth such Stockholder’s rights under this Section 5.02 and shall offer such Stockholder the opportunity to include in such registration statement all or any portion of the Registrable Securities held by such Stockholder (a “Piggyback Registration”), subject to the Representative and to all other Holders of restrictions set forth herein. Upon the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt request of any such Stockholder made within ten (10) Business Days after the receipt of notice from the Company (which request shall specify the number of its or their desire Registrable Securities intended to include any be registered by such securities in such proposed registration statementStockholder), the Company shall afford use its best efforts to effect the Representative and registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Holders Stockholders with rights to require registration of Company Securities hereunder, to the extent requisite to permit the disposition of the Warrant Registrable Securities the opportunity so to have any such Warrant Securities registered under be registered, provided that if such registration statement (sometimes referred to herein as "Piggyback Registration"). If involves a Piggyback Registration is an underwritten primary registration on behalf of the CompanyPublic Offering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested all such Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 5.05(f) on the same terms and conditions as apply to the Company or any other selling stockholders; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration exceeds the number which can be sold in such offering, the Company will include in such registration other than representations and warranties as to (i) firstsuch Person’s ownership of his, the securities the Company proposes her or its Registrable Securities to sellbe transferred free and clear of all liens, claims, and encumbrances, (ii) second, the Warrant Securities requested such Person’s power and authority to be included in effect such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holderstransfer, and (iii) thirdsuch matters pertaining to compliance with securities laws as may be reasonably requested; provided, other securities requested further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be included several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to, the net amount received by such Person from the sale of his or its Registrable Securities pursuant to such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common StockIf, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 5.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected.

Piggyback Registration. If(a) At any time that the Seller proposes to file a registration statement on Form S-1 or other applicable form under the Act (the "Registrations Statement"), either for its own account or for the account of a stockholder or stockholders, the Seller shall give the Buyer or other holder (the "Holder") written notice of its intention to do so and of the intended method of sale (the "Registration Notice") within a reasonable time prior to the anticipated filing date of the Seller's Registration Statement effecting such Seller registration. Holder may request inclusion of any Restricted Securities in such Registration Statement by delivering to the Seller, within ten (10) Business Days after receipt of the Registration Notice, a written notice (the "Piggyback Notice") stating the number of Restricted Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Seller Registration Statement. The Seller shall use its best efforts to cause all Restricted Securities specified in the Piggyback Notice to be included in the Seller Registration Statement and any related offering, all to the extent requisite to permit the sale by the Holder of its Restricted Securities in accordance with the method of sale applicable to the other shares of Common Stock included in such Seller Registration Statement; provided, however, that if, at any time commencing after giving written notice of its intention to register any securities and prior to the effective date of the Seller Registration Statement and EXPIRING seven (7) years thereafterfiled in connection with such registration, the Seller shall determine for any reason not to register or to delay registration of Holder's Restricted Securities, the Company proposes to register any of may, at its securities under the Act (other than pursuant to Form X-0election, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holdersdetermination to Holder and, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.thereupon:

Piggyback Registration. If(a) Subject to any contractual obligations to the contrary, if Lazard Ltd proposes to register any of the equity securities issued by it under the Securities Act (other than a registration on Form S-8 or S-4, or any successor forms, relating to shares of Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of Lazard Ltd or in connection with a direct or indirect acquisition by Lazard Ltd of another Person or as a recapitalization or reclassification of securities of Lazard Ltd), whether or not for sale for its own account, Lazard Ltd shall each such time give prompt notice at least five (5) business days prior to the anticipated filing date of the registration statement relating to such registration to each Covered Person holding Registrable Securities, which notice shall set forth such Covered Person’s rights under this Section 4.3 and shall offer such Covered Person the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as such Covered Person may request (a “Piggyback Registration”), subject to the provisions of Section 4.3(b) and such Covered Person’s compliance with its obligations under the other applicable provisions of this Article IV. Upon the request of such Covered Person made within three (3) business days after the receipt of notice from Lazard Ltd (which request shall specify the number of Registrable Securities intended to be registered by such Covered Person), Lazard Ltd shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Lazard Ltd has been so requested to register by all such other Covered Persons, to the extent necessary to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Covered Persons requesting to be included in Lazard Ltd’s registration must sell their Registrable Securities to the underwriters selected by Lazard Ltd on the same terms and conditions as apply to Lazard Ltd or the Requesting Covered Persons, as applicable, and (ii) if, at any time commencing after giving notice of its intention to register any securities pursuant to this Section 4.3(a) and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafterregistration statement filed in connection with such registration, the Company proposes Lazard Ltd shall determine for any reason not to register such securities, Lazard Ltd shall give notice to all such Covered Persons and, thereupon, shall be relieved of its obligation to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Registrable Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in connection with such registration. If a Piggyback No registration effected under this Section 4.3 shall relieve Lazard Ltd of its obligations to effect an Annual Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback or Demand Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofextent required by Section 4.1 or Section 4.2, respectively. Lazard Group shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, If Millennium at any time commencing after from the effective date of this Agreement through the Registration Statement and EXPIRING seven (7) years thereafterfifth anniversary of the Closing Date, the Company proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (other than pursuant except with respect to Form registration statements on Forms X-0, Xxxx X-0 or a comparable registration statement) and any successor forms thereto), each such time it will give written notice by registered mail, to such effect to all holders of outstanding Registrable Securities at least thirty (30) 30 days prior to such filing. Upon the filing written request of each any such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company holder received by Millennium within twenty (20) business 20 days after receipt the giving of any such notice by Millennium to register any of its or their desire Registrable Securities, Millennium will cause the Registrable Securities as to include any such securities in such proposed which registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities been so requested to be included in the securities to be covered by the registration statement proposed to be filed by Millennium, all to the extent required to permit the sale or other disposition by the holder of such Registrable Securities so registered. Notwithstanding the foregoing, in the event that any registration exceeds pursuant to this Section 8(a) shall be, in whole or in part, an underwritten public offering of Common Stock, the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant of Registrable Securities requested to be included in such registration, an underwriting may be reduced (pro rata among the Holders of such Warrant Securities on requesting holders) and the basis of other BCA Shareholders (based upon the number of Registrable Securities requested to be registered by them)) if and to the extent that the managing underwriter shall be of the good faith opinion that such inclusion would adversely affect the success of such an underwriting, provided, that such number of Registrable Securities shall not be reduced if any shares requested by such Holders, and (iii) third, other securities requested of Common Stock are to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf underwriting for the account of any person other then Millennium or requesting holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registrationRegistrable Securities. Notwithstanding the provisions of foregoing provisions, Millennium may withdraw any registration statement referred to in this SECTION 7.2, the Company shall have the right at Section 8 without thereby incurring any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior liability to the effective date thereofholders of Registrable Securities.

Piggyback Registration. If, If at any time commencing after prior to the effective date expiration of the Registration Statement and EXPIRING seven Period, (7i) years thereafter, the Company proposes to register any shares of its securities Common Stock under the Securities Act in connection with the public offering of such shares for cash (other than pursuant to Form X-0a "Proposed Registration") and (ii) a Registration Statement covering the sale of all of the Registrable Securities is not then effective and available for sales thereof by the Holders, Xxxx X-0 or a comparable registration statement) it will the Company shall, at such time, promptly give each Holder written notice by registered mail, at least thirty of such Proposed Registration. Each Holder shall have ten (3010) days prior Business Days from its receipt of such notice to deliver to the filing Company a written request specifying the amount of each Registrable Securities that such registration statement, Holder intends to the Representative sell and to all other Holders such Holder's intended method of the Warrant Securities of its intention to do sodistribution. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after Upon receipt of any such notice of its or their desire to include any such securities in such proposed registration statementrequest, the Company shall afford use its best efforts to cause all Registrable Securities which the Representative and such Holders of the Warrant Securities the opportunity Company has been requested to have any such Warrant Securities register to be registered under such registration statement (sometimes referred the Securities Act to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders request of such Warrant Securities on the basis of the number of shares requested by such HoldersHolder; provided, and (iii) thirdhowever, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this SECTION 7.2 (irrespective Section 3 without obligation to the Holder. If, in connection with any underwritten public offering for the account of whether the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a written request for limitation on the number of shares of Common Stock which may be included in a Registration Statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in the Registration Statement only such limited portion of the Registrable Securities with respect to which each Holder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in a Registration Statement, in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of any such securities shall have been made) in the Registration Statement or are not entitled to elect not to file any such proposed registration statementpro rata inclusion with the Registrable Securities; and provided, or to withdraw the same further, that, after the filing but prior giving effect to the effective date thereofimmediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafteror times, the Company proposes determines (or is required as a result of a Demand Registration) to register file with the SEC a registration statement covering any Shares, other than Shares or other securities of the Company which are issuable in an offering (i) to officers or employees of the Company or its Subsidiaries pursuant to an employee stock option, bonus or other employee benefit plan, or (ii) in connection with the acquisition of another Person’s business (whether by acquisition of stock or assets, merger, consolidation or other similar transaction) or the formation of a joint venture, in each case by the Company or any of its securities under Subsidiaries (a “Piggyback Event”), the Act Company shall (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty twenty (3020) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement) notify each Securityholder in writing of the proposed registration statement, such notification to describe in detail the proposed registration (including those jurisdictions where registration is required under federal and/or state securities laws and the names of the proposed underwriters, if any, of such Public Offering). If one or more of such Securityholders requests the Company in writing, within fifteen (15) days of the receipt of such notification from the Company, to include in such registration statement any of such Securityholder’s Shares, then, subject to the remaining provisions hereof, the Company shall afford use reasonable efforts to include those Shares in the Representative registration statement and to have the registration statement declared effective. Each such Holders request by a Securityholder shall specify the whole number of Shares intended to be offered and sold by each such Securityholder, shall express each such Securityholder’s present intent to offer such Shares for distribution, shall (subject to the provisions of Section 6.1(c)), if the Company has not arranged for a plan of distribution or other marketing arrangements for such distribution, describe the nature or method of the Warrant Securities proposed offer and sale thereof and shall contain the opportunity undertaking of each such Securityholder to have provide all such information and materials and take all such action as may be reasonably requested in order to permit the Company to comply with all applicable requirements of the SEC and to obtain acceleration of the effective date of such registration statement. The Company may elect in its sole discretion, at any such Warrant Securities registered under such time prior to the effectiveness of the registration statement (sometimes referred other than a registration statement filed pursuant to herein as "a Demand Registration), not to proceed with the registration which is the subject of such notice. The obligations of the Company under this Section 6.1(b) are subject to the limitations, conditions and qualifications set forth in Sections 6.1(a) and (c). Any Securityholder may elect, in its sole discretion, to withdraw from any registration statement filed in connection with a Piggyback Registration")Event by delivering written notice of such withdrawal to the Company prior to the effectiveness of the registration statement. If a Piggyback Registration Securityholder decides not to include (or is an underwritten primary precluded from including) all of his, her or its Shares in any registration on behalf of statement thereafter filed by the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested such Securityholder will nevertheless continue to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to under this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 6.1(b) to elect not to file any such proposed include Shares in a registration statementstatement filed in connection with a future Piggyback Event, or to withdraw all upon the same after the filing but prior terms and subject to the effective date thereofconditions as set forth in this Agreement.

Piggyback Registration. If, If the Company at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register file a registration statement with respect to any of its securities under the Act equity securities, whether for its own account (other than a registration statement on Form S-4 or S-8 (or any successor or substantially similar form), or in connection with (A) an employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to Form X-0any such plan, Xxxx X-0 or (B) a comparable dividend reinvestment plan) (any of the foregoing, a “Company Registration”), or for the account of a holder of securities of the Company pursuant to demand registration statement) it will rights granted by the Company (a “Requesting Securityholder” and, such registration, a “Requesting Securityholder Registration”), then the Company shall in each case give written notice by registered mail, of such proposed filing to all Holders of Registrable Securities at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt before the anticipated filing date of any such notice of its or their desire to include any such securities in such proposed registration statementstatement by the Company, the Company shall afford the Representative and such notice shall offer to all Holders of the Warrant Securities the opportunity to have any or all of the Registrable Securities held by such Warrant Holders included in such registration statement. Each Holder of Registrable Securities desiring to have its Registrable Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters this Section 2.2 shall so advise the Company in writing within ten (10) days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Securities so requested to be included therein. If the Registration Statement relates to an Underwritten Offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriter, as provided herein. Any Holder shall have the right to withdraw a request to include its Registrable Securities in any public offering pursuant to this Section 2.2 by giving written notice to the Company of its election to withdraw such request at least ten (10) Business Days prior to the effective date of such Registration Statement. Notwithstanding the foregoing, if the managing underwriter of any such proposed public offering advises the Company in writing that in their opinion the number total amount or kind of securities requested which the Holders of Registrable Securities, the Company and any other persons or entities intended to be included in such registration exceeds proposed public offering is sufficiently large or of a type which such managing underwriter believes would adversely affect the number which can be sold in success of such proposed public offering, then the Company will include amount or kind of securities offered for the account of the following groups of holders shall be reduced pro rata among members of such group in accordance with such registration managing underwriter’s recommendation in the following order of priority: (i) firstif a registration under this Section 2.2 is a Company Registration, then the order of priority shall be (with the securities to be reduced first listed first) (A) subject to the Company proposes to sellprovisions of Section 2.8 hereof, Registrable Securities and securities other than Registrable Securities, on a pro rata basis, and (B) securities offered by the Company; (ii) secondif a registration under this Section 2.2 is a Requesting Securityholder Registration (and the Requesting Securityholder is not a Holder), then the Warrant Securities requested order of priority shall be (with the securities to be included in such registration, pro rata among the Holders of such Warrant reduced first listed first) (A) Registrable Securities on the basis (other than securities of the number Requesting Securityholder), (B) securities offered by the Company and (C) securities of shares requested by such Holders, the Requesting Securityholder; and (iii) thirdif a registration under this Section 2.2 is a Requesting Securityholder Registration made pursuant to Section 2.1 hereof, other securities requested then the order of priority shall be as set forth in Section 2.1(c). Anything to be included the contrary in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offeringthis Agreement notwithstanding, the Company will include may withdraw or postpone a Registration Statement referred to in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right Section 2.2 at any time before it becomes effective or withdraw, postpone or terminate the offering after it shall have given written notice becomes effective, without obligation to any Holder of Registrable Securities, unless such registration statement was filed pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofSection 2.1 hereof.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any shares of its Common Stock or securities convertible into or exercisable for Common Stock under the Securities Act (other than pursuant to a registration statement on Form X-0S-4 or S-8 or any successor form, Xxxx X-0 or filed in connection with an exchange offer or an offering of securities solely to the existing shareholders or employees of the Company), solely where such sale will be both for the Company's account and for the account of a comparable registration statement) it will selling shareholder, then the Company shall give written notice by registered mail, of such proposed filing to the Employee at least thirty ten (3010) days prior before the anticipated filing date, and such notice shall offer the Employee the opportunity to register such number of shares of Registrable Stock as the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do soEmployee may request. If the Representative or other Holders of the Warrant Securities The Employee shall notify the Company within twenty (20) business days after receipt of any such notice of its in writing specifying whether or their desire not it elects to include any Registrable Stock in such registration statement within five (5) days after delivery of the Company's notice to the Employee. The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Employee to include such securities in such proposed registration statement, offering on the same terms and conditions as any similar securities of the Company shall afford included therein; provided, however, that if the Representative and managing underwriter or underwriters of such Holders offering determines that the total amount or kind of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of securities which it or the Company, and any other persons or entities, intend to include in such offering is such as to materially and adversely affect the managing underwriters advise success of such offering, then the Company in writing that in their opinion the number amount of securities Registrable Stock requested to be included in such registration exceeds offered for the number which can be sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis account of the number of shares requested by such Holders, and (iii) third, other securities requested to Employee shall be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder reduced or limited on a pro rata basis among with the securities of all persons and entities other than the Company participating in the offering, to the extent required by such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registrationmanaging underwriter. Notwithstanding the provisions of this SECTION 7.2foregoing, the Company shall have the right if, at any time after it shall have given giving written notice pursuant of its intention to this SECTION 7.2 (irrespective of whether a written request register Common Stock or other securities convertible into or exercisable for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but Common Stock and prior to the effective date thereofeffectiveness of the registration statement filed in connection with such registration, the Company determines for any reason either not to effect such registration or to delay such registration, the Company, at its election, by delivery or written notice to the Employee, (i) in the case of a determination not to effect registration, may relieve itself of its obligations to register any Registrable Stock in connection with such registration, or (ii) in the case of determination to delay the registration, may delay the registration of such Registrable Stock for the same period as the delay in the registration of such other shares of Common Stock or other securities convertible into or exercisable for Common Stock.

Piggyback Registration. If(a) Without prejudice to the rights of Parent under Section 4(o), if at any time commencing when any Registrable Securities are outstanding, there is not an effective Registration Statement covering all of the Registrable Securities and the Company intends to file a Registration Statement covering a primary or secondary offering of any of its equity securities, whether or not the sale for its own account, which is not a registration solely to implement an employee benefit plan pursuant to a registration statement on Form S-8 (or successor form), a registration statement on Form S-4 (or successor form) or a transaction to which Rule 145 or any other similar rule of the Commission is applicable, the Company will promptly (and in any event at least fifteen (15) Business Days before the anticipated filing date) give written notice to Parent of its intention to effect such a registration (which notice shall state the intended method of disposition of such Registrable Securities, the number of securities proposed to be registered, the proposed managing underwriter(s) (if any, and if known) and a good faith estimate by the Company of the proposed minimum offering price of such equity securities). The Company will effect the registration under the Securities Act of all Registrable Securities that Parent requests be included in such registration (a “Piggyback Registration”) by a written notice delivered to the Company within five (5) Business Days after the notice given by the Company in the preceding sentence. Subject to Section 3(b), securities requested to be included in a Company registration pursuant to this Section 3 shall be included by the Company on the same form of Registration Statement as has been selected by the Company for the securities the Company is registering for sale referred to above. Parent shall be permitted to withdraw all or part of the Registrable Securities from the Piggyback Registration at any time at least five (5) Business Days prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, relating to such Piggyback Registration. If the Company proposes elects to register terminate any of its securities registration filed under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days this Section 3 prior to the filing effectiveness of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offeringregistration, the Company will include in such registration (i) first, have no obligation to register the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested sought to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion Parent in such registration, and (ii) second, other securities requested registration under this Section 3. There shall be no limit to be included in such registration. Notwithstanding the provisions number of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice Piggyback Registrations pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofSection 3(a).

Piggyback Registration. If, (a) If at any time commencing after the effective Company proposes to effect a Registration Filing under the Securities Act (other than an Excluded Registration) or under the Canada Securities Laws, whether or not for sale for its own account, the Company shall each such time give prompt notice at least 10 Business Days, or 4 Business Days in the case of a Bought Deal, prior to the anticipated filing date of the Registration Statement Filing relating to such registration to each Legato Founder and EXPIRING seven Key Shareholder, which notice shall set forth such Legato Founder’s and Key Shareholder’s rights under this Section 3.2 and shall offer such Legato Founder and Key Shareholder the opportunity to include in such Registration Filing the number of Registrable Securities of the same class or series as those proposed to be registered as each such Legato Founder and Key Shareholder may request (7) years thereaftera “Piggyback Registration”), the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior subject to the filing provisions of each such registration statement, to Section 3.2(b). Upon the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt request of any such Legato Founder or Key Shareholder made within 10 Business Days, or 2 Business Days in the case of a Bought Deal, after the receipt of notice from the Company (which request shall specify the number of its Registrable Securities intended to be registered by such Legato Founder or their desire to include any such securities in such proposed registration statementKey Shareholder), the Company shall afford the Representative and such Holders of the Warrant use its commercially reasonable efforts to effect a Registration Filing for all Registrable Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise that the Company in writing that in their opinion the number of securities has been so requested to be included in register by all such registration exceeds the number which can be sold in such offering, the Company will include in such registration Registering Shareholders; provided that (i) firstif such registration involves an underwritten Public Offering, all such Registering Shareholders must sell their Registrable Securities to the securities underwriters selected as provided in Section 3.5(f)(i) on the same terms and conditions as apply to the Company proposes to sellor the Requesting Shareholders, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) secondif, other securities requested at any time after giving notice of its intention to be included in register any Registrable Securities pursuant to this Section 3.2(a) and prior to the Public Offering Pricing for such registration. Notwithstanding the provisions of this SECTION 7.2Piggyback Registration, the Company shall have the right at determine for any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect reason not to file register such Registrable Securities, the Company shall give notice to all such Registering Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofRegistration Filing. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (whether for itself or in connection with a sale of securities by any other stockholder (a “Third Party Stockholder”), but other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to Form X-0, Xxxx X-0 Common Shares issuable upon exercise of employee stock options or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementanother Person), the Company shall afford each such time give prompt written notice at least ten (10) Business Days prior to the Representative and such Holders anticipated filing date of the Warrant registration statement relating to such registration to each Stockholder with rights to require registration of Company Securities hereunder, which notice shall set forth such Stockholder’s rights under this Section 5.02 and shall offer such Stockholder the opportunity to have any such Warrant Securities registered under include in such registration statement shares of the same class or series of Registrable Securities as proposed to be offered in such registration (sometimes referred to herein as "a “Piggyback Registration"”), subject to the restrictions set forth herein. If a Piggyback Registration is an underwritten primary registration on behalf Upon the request of any such Stockholder made within five (5) Business Days after the Company, and the managing underwriters advise receipt of notice from the Company in writing that in their opinion (which request shall specify the number of securities Registrable Securities intended to be registered by such Stockholder), the Company shall 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 all such Stockholders with rights to require registration of Company Securities hereunder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves a Public Offering, all such Stockholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold underwriters selected as provided in such offering, Section 5.04(f)(i) on the same terms and conditions as apply to the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, or any other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationselling stockholders, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 5.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after Whenever the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company General Partner proposes to register any of its securities under REIT Shares in a Qualified Registration, whether or not for sale for its own account, the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it General Partner will give prompt written notice by registered mail, at least thirty (30"Piggyback Notice") days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Qualified Registrable Securities of its intention to do soeffect such a registration. If the Representative or other Holders Upon written request of the Warrant any Holder of Qualified Registrable Securities notify the Company made within twenty (20) business 20 days after receipt delivery of any such notice of its or their desire to include any such securities in such proposed registration statement, Piggyback Notice (which request shall specify the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Qualified Registrable Securities requested to be included in such registrationQualified Registration by such Holder), pro rata among the General Partner will, subject to Sections 5.3 and 5.4 below, use its reasonable efforts to include in such Qualified Registration all Qualified Registrable Securities the Holders of which shall have so requested the inclusion thereof in such Warrant Qualified Registration, to permit the disposition by such Holders of such Qualified Registrable Securities; provided, however, that (i) if, at any time after giving written notice of its intention to register any such REIT Shares (other than Qualified Registrable Securities on requested to be included therein pursuant to this Section 5.2) in such Qualified Registration and prior to the basis effective date of the number registration statement filed in connection with such Qualified Registration, the General Partner shall determine for any reason not to register such REIT Shares, the General Partner may, at its election, give written notice of shares such determination to all Holders of Qualified Registrable Securities requesting the inclusion of Qualified Registrable Securities therein and, thereupon, shall be relieved of its obligation to register any Qualified Registrable Securities in connection with such registration, without prejudice, however, to the future rights of Holders under this Section 5.2, (ii) in case of a determination by the General Partner to delay such registration of the REIT Shares (other than Qualified Registrable Securities requested by to be included therein pursuant to this Section 5.2), the General Partner shall be permitted to delay the registration of such HoldersQualified Registrable Securities for the same period as the delay in registering such other REIT Shares, and (iii) third, other securities requested the General Partner shall not be required to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such effect any registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after Section 5.2 unless it shall have given written notice received reasonable assurances that the seller or sellers of any such Qualified Registrable Securities covered thereby will pay any expenses required to be paid by such sellers as provided in Section 7. The registrations requested pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) Section 5.2 are referred to elect not to file any such proposed registration statement, or to withdraw herein as the same after the filing but prior to the effective date thereof"Piggyback Registrations."

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Equity Securities under the Securities Act (whether for itself or otherwise in connection with a sale of securities by another Person, but other than (i) in connection with a Shelf Registration and any resale of Registrable Securities pursuant to a Shelf Registration, which shall be governed by the terms of Section 7.03, (ii) a registration on a Form X-0S-4 in connection with a direct or indirect acquisition by the Company of another Person, Xxxx X-0 (iii) a registration on a Form S-8, or a comparable registration statement(iv) it will an IPO (unless the Avista Funds are participating therein as selling stockholders), the Company shall at each such time give prompt written notice by registered mail, at least thirty ten (3010) days prior to the anticipated filing date of each the registration statement relating to such registration statementto each Stockholder holding Registrable Securities hereunder, which notice shall set forth such Stockholder’s rights under this Section 7.02 and shall offer such Stockholder the opportunity to include in such registration statement all or any portion of the Registrable Securities held by such Stockholder (a “Piggyback Registration”), subject to the Representative and to all other Holders of restrictions set forth herein. Upon the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt request of any such Stockholder made within ten (10) days after the receipt of notice from the Company (which request shall specify the number of its or their desire Registrable Securities intended to include any be registered by such securities in such proposed registration statementStockholder), the Company shall afford use its reasonable best efforts to effect the Representative and registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Holders Stockholders with rights to require registration of Registrable Securities hereunder, to the extent requisite to permit the disposition of the Warrant Registrable Securities the opportunity so to have any such Warrant Securities registered under be registered, provided that if such registration statement (sometimes referred to herein as "Piggyback Registration"). If involves a Piggyback Registration is an underwritten primary registration on behalf of the CompanyPublic Offering, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested all such Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 7.05(f) on the same terms and conditions as apply to the Company or any other selling stockholders; provided, however, that no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration exceeds the number which can be sold in such offering, the Company will include in such registration other than representations and warranties (or indemnities with respect thereto) as to (i) firstsuch Person’s ownership of his, the securities the Company proposes her or its Registrable Securities to sellbe transferred free and clear of all liens, claims, and encumbrances, (ii) second, the Warrant Securities requested such Person’s power and authority to be included in effect such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holderstransfer, and (iii) thirdsuch matters pertaining to compliance with securities laws by such Person as may be reasonably requested; provided, other securities requested further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be included several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common StockIf, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Registrable Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 7.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company or the initiating holders, as applicable, shall determine for any reason not to register such securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 7.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 7.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected.

Piggyback Registration. If, at (a) At any time commencing after that the effective Company proposes to file a Registration Statement within three (3) years from the date hereof (other than a Registration Statement filed pursuant to Section 2.2 above), the Company shall give the Holders written notice of its intention to do so and of the intended method of sale, including the total number of shares proposed to be the subject of such registration (the "Registration Notice") within a reasonable time prior to the anticipated filing date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register effecting such registration but in any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, event at least thirty (30) days prior to the filing of each such registration statement, Registration Statement. Each Holder may request inclusion of any Restricted Securities in such Registration Statement by delivering to the Representative Company, within ten (10) Business Days after receipt of the Registration Notice, a written notice (the "Piggyback Notice") stating the number of Restricted Securities proposed to be included and that such shares are to be included in any underwriting only on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such Registration Statement. The Company shall use its best efforts to cause all other Restricted Securities specified in the Piggyback Notice to be included in the Registration Statement and any related offering, all to the extent requisite to permit the sale by the Holders of such Restricted Securities in accordance with the Warrant Securities method of sale applicable to the other shares of Common Stock included in such Registration Statement; provided, however, that if, at -------- ------- any time after giving written notice of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of register any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder of Restricted Securities and, thereupon:

Piggyback Registration. IfIf the Company, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafterEffective Date, the Company proposes to register an offering of any of its securities under the Securities Act (by registration on any form other than pursuant to Form X-0S-4 or S-8 (or any successor or similar form with substantially the same disclosure requirements that the Commission may adopt), Xxxx X-0 whether for its own account, for the account of any of its securityholders or a comparable registration statement) it will otherwise, the Company shall give written notice by registered mail, to all the Holders as soon as reasonably practicable (and in any event at least thirty (30) 30 days prior to such proposed registration) of such proposed registration, and such notice shall offer the filing Holders the opportunity to register such number of shares of Registrable Common Stock as each such Holder may request in accordance with the provisions of this Section 3 (a “Piggyback Registration”). Upon the written request of any Holder receiving notice of such proposed registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company (a “Piggyback Requesting Holder”) made within twenty (20) business 30 days after the receipt of any such notice of its or their desire to include any such securities (ten days if the Company states in such proposed written notice or gives telephonic notice to the relevant Holder, with written confirmation to follow promptly thereafter, stating that (a) such registration statementwill be on Form S-3 (or any successor or similar short form registration statement that the Commission may adopt) and (b) such shorter period of time is required because of a planned filing date), the Company shall afford shall, subject to Section 6(b), be required to permit the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Common Stock requested to be included in a Piggyback Registration to be included on the same terms and conditions as any other securities included therein. Such written request shall specify the number of shares of Registrable Common Stock intended to be disposed of by such Piggyback Requesting Holder and the minimum net price at which such Piggyback Requesting Holder is willing to sell its Registrable Common Stock. Each Piggyback Requesting Holder may, at any time prior to the time at which the Company and the managing underwriters determine the public offering price and underwriting discount at which shares of Common Stock will be sold under such registration exceeds statement, advise the number Company of any change in the minimum net price at which can such Piggyback Requesting Holder is willing to sell its Registrable Common Stock. If the public offering price and underwriting discount agreed upon by the Company and the managing underwriter with respect to an offering under such registration statement result in a net price to any Piggyback Requesting Holder that is less than the last minimum net price specified by such Piggyback Requesting Holder, then the shares of Registrable Common Stock owned by such Piggyback Requesting Holder shall not be sold included in such offering, but without prejudice to the Company will rights of such Piggyback Requesting Holder to include its Registrable Common Stock in any future registration (or registrations) pursuant to this Section 3 or to cause such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in effected as a registration under Section 2, as the case may be, provided that, if such registration, pro rata among registration statement is a Shelf Registration Statement and after the Holders completion of such Warrant Securities on the basis offering there will remain additional securities registered for future offering and sale under such Shelf Registration Statement, such Piggyback Requesting Holder’s shares of the number of shares requested by such Holders, and (iii) third, other securities requested Registrable Common Stock shall continue to be included registered under such Shelf Registration Statement and shall be eligible for inclusion in future offerings and sales effected under such registrationShelf Registration Statement. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given giving written notice pursuant of its intention to this SECTION 7.2 (irrespective of whether a written request for inclusion of register any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination to each Piggyback Requesting Holder and (a) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Common Stock in connection with such registration (but not from any obligation of the Company to pay the Expenses in connection therewith), without prejudice, however, to the rights of any Holder to include Registrable Common Stock in any future registration (or registrations) pursuant to this Section 3 or to cause such registration to be effected as a registration under Section 2, as the case may be, and (b) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Common Stock, for the same period as the delay in registering such other securities. No registration effected under this Section 3 shall relieve the Company of its obligation to effect any registration upon request under Section 2 and no registration effected pursuant to this Section 3 shall be deemed to have been effected pursuant to Section 2.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereaftertime, the Company proposes or is required to register any of its equity securities or securities convertible or exchangeable for equity securities under the Securities Act (other than pursuant to (i) registration on such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan, Form X-0S-8 or (ii) a merger, Xxxx X-0 consolidation or a comparable registration statementacquisition, Form S-4), whether or not for its own account, the Company shall give at least 10 (ten) it will give days written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do soso to each Holder of record of Registrable Securities. If Upon the Representative or other Holders written request of any Holder, made within 10 days following the Warrant Securities notify the Company within twenty (20) business days after receipt of any such written notice (which request shall specify the maximum number of its or their desire Registrable Securities intended to include any be disposed of by such securities in such proposed registration statementHolder and the intended method of distribution thereof), the Company shall afford use its best efforts to cause all such Registrable Securities, each Holder of which have so requested the Representative and such Holders registration thereof, to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by each Holder (in accordance with the intended method of distribution thereof) of the Warrant Registrable Securities to be so registered. There is no limitation on the opportunity number of piggyback registrations pursuant to have any such Warrant Securities registered under such registration statement (sometimes referred the preceding sentence which the Company is obligated to herein as "Piggyback Registration")effect. If a Piggyback Registration is registration relates to an underwritten primary offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to have its Registrable Securities included in such registration on behalf shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting (together with the Company) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Each Holder hereby agrees that, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included for sale in the registration) for a period specified by the Company and the managing representative of the underwriters advise of Common Stock (or other securities) of the Company not to exceed 180 days following the effective date of a registration statement of the Company filed under the Securities Act. Notwithstanding any other provision of this Agreement, if the underwriter or underwriters reasonably determine in writing good faith that in their opinion marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated as follows: (i) first, to the securities the Company proposes to sell; (ii) second, to the Registrable Securities requested to be included in such registration exceeds by the number which can be sold in such offering, the Company will include in such Holders seeking registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, under this Section 2 on a pro rata among the Holders of such Warrant Securities basis based on the basis of the total number of shares requested Registrable Securities held by such Holders, ; and (iii) third, to the Registrable Securities held by Holders other securities than Holders who requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to Registrable Securities be included in such registration exceeds under this Section 2 pro rata based on the total number which can of Registrable Securities held by such Holders; provided, however, that in no event shall the amount of securities of the participating Holders included in the registration be sold reduced below 25% of the total amount of securities included in such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least 10 days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company or corporation, the Company will include in partners, former partners, members, former members and stockholders of such registration (i) firstHolder, or the securities requested estates and family members of any such partners, former partners, members, former members or stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be included therein by the holders requesting such registration pursuant to a demand registration right single “Holder,” and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a any pro rata basis among reduction with respect to such holders requesting inclusion in such registration, “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and (ii) second, other securities requested to be individuals included in such registration“Holder,” as defined in this sentence. Notwithstanding the provisions of this SECTION 7.2, the The Company shall have the right at to terminate or withdraw any time after registration initiated by it shall have given written notice pursuant to under this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but Section 2 prior to the effective date thereofeffectiveness of such registration whether or not any Holder or any stockholder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 4.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant (i) a Shelf Registration, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown will be subject to this Section 2.02, or (ii) a registration on Form X-0S-8 or S-4, Xxxx X-0 or any successor or similar forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a comparable registration statement) it will direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give written prompt notice by registered mail, at least thirty (30) days 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within seven Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all reasonable best efforts to effect the registration statementunder the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the Representative and extent required to all other Holders permit the disposition of the Warrant Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f)(i) on the same terms and conditions as apply to the Company or the Requesting Shareholders, as applicable, and (B) if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant register any Company Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 2.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant to a registration on Form X-0, Xxxx X-0 or F-4, or any successor forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a comparable registration statement) it will direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give written prompt notice by registered mail, at least thirty (30) days 30 Business Days prior to the anticipated filing date of the registration statement relating to such registration to each of the Preferred Stockholders, BSC, the holder of the Pinnacle Preferred Stock Warrants and the Founders, which notice shall set forth such Stockholder’s rights under this Section 4.02 and shall offer such Stockholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 4.02(b). Upon the request of any such Stockholder made within 15 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its best efforts to effect the registration statementunder the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Stockholders, to the Representative and extent requisite to all other Holders permit the disposition of the Warrant Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 4.04(f)(i) on the same terms and conditions as apply to the Company or the Requesting Stockholders, as applicable and (ii) if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant register any Company Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 4.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 4.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 4.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If(a) Subject to the terms and conditions hereof, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a registration by the Company on a registration statement on Form X-0, Xxxx X-0 S-4 or a comparable registration statementstatement on Form S-8 or any successor forms thereto and excluding any resale shelf registration statement that the Company agrees to file in connection with the Private Placement) it will (a “Piggyback Registration”), whether for its own account or for the account of others, the Company shall give each Shareholder, prompt written notice by registered mail, at least thirty thereof (30) but not less than ten business days prior to the filing by the Company with the SEC of each such any registration statementstatement with respect thereto, and, to the Representative and extent practicable, with sufficient time in order to all other Holders of comply with the Warrant Securities of its intention notice requirements under the Exchange Agreement if such Shareholder must effect an Exchange prior to do sosuch registration). If the Representative or other Holders of the Warrant Securities notify the Company within twenty Such notice (20a “Piggyback Notice”) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementshall specify, at a minimum, the Company shall afford number of equity securities proposed to be registered, the Representative and such Holders proposed date of the Warrant Securities the opportunity to have any such Warrant Securities registered under filing of such registration statement with the SEC, the proposed means of distribution, the proposed managing underwriter or underwriters (sometimes referred if any and if known) and a reasonable estimate by the Company of the proposed minimum offering price of such equity securities. Upon the written request of any Person that on the date of the Piggyback Notice is a Shareholder or such other Person who has given notice of their intent to herein as "effect an Exchange pursuant to the notice requirements under the Exchange Agreement (a “Piggyback Registration"). If a Seller”) (which written request shall specify the number of Registrable Securities then presently intended to be disposed of by such Piggyback Registration Seller) given within ten days after such Piggyback Notice is an underwritten primary registration on behalf of received by such Piggyback Seller, the Company, subject to the terms and the managing underwriters advise conditions of this Agreement, shall use its commercially reasonable efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to which the Company in writing that in their opinion the number of securities requested has received such written requests for inclusion to be included in such registration exceeds Piggyback Registration on the number which can be same terms and conditions as the Company’s equity securities being sold in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofRegistration.

Piggyback Registration. If, at any time commencing after (a) The Company and the effective date of Holder agree that the Registrable Securities will be included in the Company’s Form S-1 Registration Statement and EXPIRING seven (7) years thereafteranticipated to be prepared by counsel to the Company, which filing the Company proposes agrees to register any of use its securities under reasonable best efforts to make not later than April 30, 2005 and to cause to be declared effective not later than 135 days from the Act (other than date hereof. The Company and the Holder have further agreed that such inclusion will satisfy the registration rights given to Holder pursuant to this Agreement; provided, however, that such inclusion satisfies such obligation only if the registration statement is declared effective not later than 165 days from the date hereof; provided however, if the Company has not filed a Form X-0S-1 Registration Statement that includes the Registrable Securities by April 30, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail2005, at least for each thirty (30) days prior that such Form S-1 is not filed the Company shall pay the Holders liquidated damages equal to one percent (1%) of the total issued share capital of the Company in Common Stock. With respect to the aforementioned liquidated damage award, each Holder shall receive shares of Common Stock, pro rata, based on the number of Registrable Securities owned by such Holder. Notwithstanding the foregoing, if the Company shall furnish to Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed owing to a material pending transaction or other issue and it is therefore essential to defer the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford not be required to pay such liquidated damages. In addition, the Representative and such Holders Holder acknowledges that the Company has granted registration rights to the purchasers (the “Prior Purchasers”) of its securities in certain prior private offerings. The Holder’s Registrable Securities may be included in any registration filed pursuant to this Section 1.2 only to the extent that the inclusion of its securities will not reduce the amount of the Warrant Registrable Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be Prior Purchasers which is included in such registration exceeds the number which can be sold in such offeringstatement. Moreover, the Holder may not seek to cause the Company will include to make a demand registration which could result in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but statement being declared effective prior to the earlier of either of the dates set forth in subsection 1.2(a) of the Registration Rights Agreement between the Company and the Prior Purchasers (the “Prior Registration Agreement”) or within one hundred twenty (120) days of the effective date thereofof any registration effected pursuant to Section 1.2 of the Prior Registration Agreement.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereaftertime, the Company proposes to register any of its securities under the Securities Act or the Exchange Act (other than in connection with an initial public offering of equity securities pursuant to an effective registration statement on Form S-1 (or any similar or successor form) (an "Initial Offering") or on Forms X-0, Xxxx X-0 or comparable forms of registration statements) whether for its own account or in connection with a comparable demand registration statement) it pursuant to the Investor Rights Agreement (as defined in below in this Section 2.2), the Company will give written notice by registered mail, at least thirty (30) business days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Registrable Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify any Holder notifies the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities Registrable Securities in such proposed registration statement, the Company shall afford the Representative and such Holders Holder of the Warrant Registrable Securities the opportunity to have any such Warrant Registrable Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registrationstatement. Notwithstanding the provisions of this SECTION 7.2Section 2.2, (i) the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 Section 2.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect to postpone or not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof and (ii) if the underwriter or underwriters, if any, of any such proposed public offering shall be of the reasonable opinion that the total amount or kind of securities held by the Holders and any other persons or entities entitled to be included in such public offering would adversely affect the success of such public offering, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such public offering to the amount reasonably recommended by the underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such limited portion (which may be none) of the Registrable Securities with respect to which such Holder has provided notice pursuant to this Section 2.2. Any reduction made pursuant to this Section 2.2 shall be of the same proportion of Registrable Securities proposed to be included in the registration as any reduction made pursuant to Section 2.3B of that certain Third Amended and Restated Investor Rights Agreement, dated October 14, 2005, as amended November 23, 2005, among the Company and the Shareholders named therein (the "Investor Rights Agreement"). In no event shall the Company be required pursuant to this Section 2.2 to reduce the amount of securities to be registered by it unless such registration is effected pursuant to Section 2.2 of the Investor Rights Agreement. Notwithstanding the foregoing, the Company may withdraw any registration statement referred to in this Section 2.2 without thereby incurring any liability to the Holders.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, Whenever the Company proposes to register any shares of its securities Common Stock under the Securities Act (other than pursuant a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form X-0, Xxxx X-0 or any successor form thereto or another form not available for registering the Registrable Securities for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration Statement to be used in connection with such registration may be used for any registration of Registrable Securities (a comparable registration statement) it will “Piggyback Registration”), the Company shall give prompt written notice by registered mail, at least thirty (30) in any event no later than 14 days prior to the filing of each such registration statement, Registration Statement) to the Representative Investors (which notice shall describe in reasonable detail the proposed offering (including the number and class of securities proposed to all other Holders be offered, the proposed date of filing of such Registration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and, if applicable, a good faith estimate by the Company of the Warrant Securities proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such Registration Statement)) of its intention to do so. If the Representative or other Holders of the Warrant effect such a registration and, subject to Section 3(b) and Section 3(c), shall include in such registration all Registrable Securities notify with respect to which the Company has received written requests for inclusion from the Investors within twenty (20) business 7 days after receipt the Company’s notice has been given to each such Investor. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. In such notice of its or their desire to include any such securities in such proposed registration statementevent, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise so notify each Investor that had notified the Company in writing that in their opinion the number accordance with this Section 3(a) of securities requested its intention to be included in such registration exceeds the number which can be sold participate in such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a A Piggyback Registration is an underwritten secondary registration on behalf shall not be considered a Demand Registration for purposes of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions Section 2 of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofAgreement.

Piggyback Registration. If, (a) If the Company at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register file a registration statement with respect to any of its securities under the Act equity securities, whether for its own account (other than a registration statement on Form S-4 or S-8 (or any successor or substantially similar form), or in connection with (A) an employee stock option, stock purchase or compensation plan or securities issued or issuable pursuant to Form X-0any such plan, Xxxx X-0 or (B) a comparable dividend reinvestment plan) (any of the foregoing, a “Company Registration”) or for the account of any holder of securities of the Company pursuant to demand registration statement) it will rights granted by the Company (a “Requesting Stockholder” and, such registration, a “Requesting Stockholder Registration”), then the Company shall in each case give written notice by registered mail, of such proposed filing to all Holders of Registrable Securities at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt before the anticipated filing date of any such registration statement by the Company. Such notice of its or their desire shall offer to include any such securities in such proposed registration statement, the Company shall afford the Representative and such all Holders of the Warrant Securities the opportunity to have any or all of the Registrable Securities held by such Warrant Holders included in such registration statement and shall include the number of shares proposed to be registered, the proposed filing date, the intended method of distribution of such shares and the proposed managing underwriter, if any. Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the Company in writing within ten (10) days after the date of receipt of such notice (which request shall set forth the amount of Registrable Securities for which registration statement (sometimes referred to herein as "Piggyback Registration"is requested). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the Company shall include in such Registration Statement all such Registrable Securities so requested to be included therein. If the Registration Statement relates to an Underwritten Offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters, as provided herein. Any Holder shall have the right to withdraw a request to include its Registrable Securities in any public offering pursuant to this Section 4 by giving written notice to the Company of its election to withdraw such request at least ten (10) Business Days prior to the proposed effective date of such Registration Statement. Notwithstanding the foregoing, if the managing or lead underwriter or underwriters of any such proposed Underwritten Offering advise the Company in writing that in their opinion the total number of securities requested which the Holders of Registrable Securities, the Company and any other persons or entities intended to be included in such registration proposed Underwritten Offering exceeds the number which that can be sold in such offering, offering within a price range acceptable to the Company will include (in the case of a Company Registration) or to the Requesting Stockholders holding a majority of the securities included in a Requesting Stockholder Registration (in the case of a Requesting Stockholder Registration), then the amount or kind of securities offered for the account of the following groups of holders shall be reduced pro rata among members of such registration group in accordance with such managing underwriter’s recommendation in the following order of priority: (i) firstif a registration under this Section 4 is a Company Registration, then the order of priority shall be (with the securities to be reduced first listed first) (A) securities other than Registrable Securities offered by Persons other than the Company proposes to sellCompany, (B) the Registrable Securities and (C) securities offered by the Company; (ii) secondif a registration under this Section 4 is a Requesting Stockholder Registration (and the Requesting Stockholder is not a Demanding Holder or a Shelf Demanding Holder), then the Warrant Securities requested order of priority shall be (with the securities to be included in such registrationreduced first listed first) (A) securities offered by the Company, (B) securities other than Registrable Securities (other than securities of the Requesting Stockholder) and (C) the Registrable Securities and securities of the Requesting Stockholder on a pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, basis; and (iii) third, other securities requested to be included in such registration. If if a Piggyback registration under this Section 4 is a Requesting Stockholder Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration made pursuant to Section 2 or 3 hereof, then the order of priority shall be as set forth in Section 2(c). The Company may withdraw or postpone a demand registration right and the Warrant Securities requested statement referred to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it shall have given written notice becomes effective, without obligation to any Holder of Registrable Securities, unless such registration statement was filed pursuant to Section 2 or 3 hereof. Notwithstanding anything in this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior Section 4 to the effective date thereofcontrary, the Holders shall be granted priority over any holders of shares of Common Stock in connection with exercising rights under this Section 4.

Piggyback Registration. If, If at any time commencing after the Lockup Termination Date and in addition to the Shareholders’ rights in ‎Section 2.01 and ‎Section 2.02, Boron proposes to file a registration statement under the Securities Act or consummate an Underwritten Offering with respect to an offering of Equity Interests for (a) Boron’s own account (other than a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC)) or (b) the account of any holder of Boron Common Stock (other than a Shareholder), then Boron shall give written notice of such proposed filing or Underwritten Offering to the Shareholders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date). Upon a written request given by any Shareholders to Boron within five (5) Business Days after delivery of any such notice by Boron, to include Registrable Securities in such registration or Underwritten Offering, as applicable (which request shall specify the number of Registrable Securities proposed to be included in such registration or Underwritten Offering, as applicable), Boron shall, subject to the following proviso, include all such requested Registrable Securities in such registration or Underwritten Offering, as applicable, on the same terms and conditions as applicable to Boron’s or such holder’s shares of Boron Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing or Underwritten Offering, as applicable, and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafterfiled in connection with such registration, or the Company proposes consummation of such Underwritten Offering, as applicable, Boron shall determine for any reason not to proceed with the proposed registration or disposition, as applicable, of the Equity Interests, then Boron may, at its election, give written notice of such determination to such Shareholders and, thereupon, will be relieved of its obligation to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Registrable Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in connection with such registration, pro rata among or dispose of any Registrable Securities in connection with such Underwritten Offering, as applicable. Such Shareholders shall, subject to ‎Section 2.06(b), enter into a customary underwriting agreement with the Holders of such Warrant Underwriter or Underwriters selected by Boron with respect to any Registrable Securities on the basis of the number of shares requested sold by such Holders, and (iii) third, other securities requested Shareholders pursuant to be included in such registrationthis ‎Section 2.03. If a Piggyback Registration is an underwritten secondary No registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration Registrable Securities effected pursuant to a demand registration right and the Warrant Securities requested to be included by Holders request under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions this ‎Section 2.03 shall relieve Boron of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, its obligations under ‎Section 2.01 or to withdraw the same after the filing but prior to the effective date thereof‎Section 2.02.

Piggyback Registration. IfSubject to the terms and conditions of this Agreement, if the Company at any time commencing after following the effective date of the Registration Statement and EXPIRING seven Closing Date (7other than pursuant to Section 9.1(a)) years thereafter, the Company proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders (other than pursuant the “Triggering Holders”) or both (except with respect to Form registration statements on Forms X-0, Xxxx X-0 or a comparable registration statement) another form not available for registering the Registrable Securities for sale to the public), it will give prompt written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities Purchaser of its intention to do so. If so (such notice to be given not less than ten (10) Business Days prior to the Representative or other Holders anticipated filing date of the Warrant Securities notify related Registration Statement). Upon the written request of the Purchaser, received by the Company within twenty ten (2010) business days Business Days after receipt the giving of any such notice by the Company, to register any of its or their desire to include any such securities in such proposed registration statementRegistrable Securities, the Company will use commercially reasonable best efforts to cause the Registrable Securities as to which registration shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities been so requested to be included in the securities to be covered by the Registration Statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition by the Purchaser or its Affiliates of such Registrable Securities so registered. In the event that any registration exceeds pursuant to this Section 9.1(b) shall be, in whole or in part, an underwritten public offering of Common Stock, the number which can of shares of Registrable Securities to be sold included in such offeringan underwriting may be reduced pursuant to an Underwriter Cutback. In the event that the managing underwriter or co-managing underwriters on behalf of all underwriters limits the number of shares to be included in a registration pursuant to this Section 9.1(b), or shall otherwise require a limitation of the number of shares to be included in the registration, then the Company will include in such registration (i) first, the securities proposed by the Company proposes to sell, be sold for its own account or for the account of the Triggering Holders and (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders shares of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Registrable Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, the Purchaser pursuant to this Section 9.1(b) and (ii) second, other securities requested to be included in such registrationby any other holders of Common Stock (the “Requesting Holders”), pro rata, based on the number of Registrable Securities beneficially owned by the Purchaser and the number of shares of Common Stock with applicable registration rights beneficially owned by the Requesting Holders. Notwithstanding the provisions of this SECTION 7.2foregoing provisions, the Company may withdraw any registration statement referred to in this Section 9.1(b) without thereby incurring any Liability to the Purchaser or its Affiliates. This Section 9.1(b) shall have not apply with respect to any offering contemplated by Triggering Holders which is an underwritten block trade or similar transaction or other transaction with a one (1) day or less marketing period, including overnight bought deals, by one or more of the right at any time after it shall have given written notice Selling Shareholders (or their affiliates or permitted transferees) or Other Equity Purchasers (or their Affiliates or permitted transferees). For the avoidance of doubt, to the extent the Purchaser elects to participate in registrations or offerings pursuant to this SECTION 7.2 Section 9.1(b) in which one or more of the Selling Shareholders (irrespective or their affiliates or permitted transferees) is the Triggering Holder, the Purchaser acknowledges that the Sellers’ Representative shall be entitled to select the underwriters of whether a written request for inclusion such offering, negotiate the underwriting agreement and other documentation governing such offering, determine the timing, size and price of such offering and otherwise work with the Company and the underwriters in structuring and determining all aspects of the offering, and the Selling Shareholders (and their affiliates and permitted transferees) shall have priority in the event of any such securities shall have been made) to elect not to file Underwriter Cutback in any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofoffering.

Piggyback Registration. If(a) Subject to any contractual obligations to the contrary, if the Partnership proposes at any time to register under the Securities Act any of the equity securities issued by it (other than the Initial Registration or any registration on Form S-8 or Form S-4, or any successor forms, relating to Common Units issuable in connection with any employee benefit or similar plan of the Partnership or pursuant to restricted equity awards granted by KKR Holdings or in connection with a direct or indirect acquisition by the Partnership of another person or as a recapitalization or reclassification of securities of the Partnership), whether or not for sale for its own account, the Partnership shall each such time give prompt notice at least 15 business days prior to the anticipated filing date of the registration statement relating to such registration to KKR Holdings, which notice shall offer KKR Holdings the opportunity to elect to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered held by Covered Persons as KKR Holdings may request (a “Piggyback Registration”), subject to the provisions of Section 2.3(b). If KKR Holdings elects to effect a Piggyback Registration, the Partnership shall give notice of the registration statement relating to such registration to those Covered Persons who KKR Holdings determines to afford participation in the Piggyback Registration. Upon the request of KKR Holdings, the Partnership shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Partnership has been so requested to register by KKR Holdings, to the extent necessary to permit the disposition of the Registrable Securities to be so registered, provided that (i) if such registration involves an underwritten Public Offering, all such Covered Persons to be included in the Partnership’s registration must sell their Registrable Securities to the underwriters selected by the Partnership on the same terms and conditions as apply to the Partnership or any other selling person, as applicable, and (ii) if, at any time commencing after giving notice of its intention to register any securities pursuant to this Section 2.3(a) and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafterregistration statement filed in connection with such registration, the Company proposes Partnership shall determine for any reason not to register such securities, the Partnership shall give notice to all such Covered Persons and, thereupon, shall be relieved of its obligation to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Registrable Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in connection with such registration. If a Piggyback No registration effected under this Section 2.3 shall relieve the Partnership of its obligations to effect an Exchange Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback or Demand Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofextent required by Section 2.1 or Section 2.2, respectively. The Partnership shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If(a) If at any time Parent proposes to register any Parent Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor forms, relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of Parent or in connection with a direct or indirect acquisition by Parent of another Person), whether or not for sale for its own account, other than pursuant to Section 2.03, Parent shall each such time give notice as soon as practicable (but in no event less than 10 Business Days prior to the anticipated filing date of the registration statement relating to such registration) to each Stockholder, which notice shall set forth such Stockholder’s rights under this Section 2.02 and shall offer such Stockholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Stockholder made within 15-Business Days after the receipt of notice from Parent (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), Parent shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that Parent has been so requested to register by all such Stockholders, to the extent requisite to permit the disposition of the Registrable Securities to be so registered, provided that: (i) if such registration involves a Public Offering, all such Stockholders requesting to be included in Parent’s registration must sell their Registrable Securities to the underwriters selected as provided herein on the same terms and conditions as apply to Parent or any other Requesting Stockholders, as applicable, and (ii) if, at any time commencing after giving notice of its intention to register any Parent Securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafterregistration statement filed in connection with such registration, the Company proposes Parent shall determine for any reason not to register such securities, Parent shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Registrable Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in connection with such registration. If a Parent shall pay all Registration Expenses in connection with each Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereofRegistration.

Piggyback Registration. If, at (a) At any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafterTrigger Date, if the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant (i) a Shelf Registration, which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown will be subject to this Section 2.02, or (ii) a registration on Form X-0S-8, Xxxx X-0 F-4 or a comparable registration statement) it will S-4, or any successor or similar form), whether or not for sale for its own account, the Company shall each such time give written prompt notice by registered mail, at least thirty (30) days two Business Days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such Shareholder made within two Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall use all commercially reasonable efforts to effect the registration statementunder the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Shareholders, to the Representative and extent required to all other Holders permit the disposition of the Warrant Registrable Securities so to be registered, provided that (A) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (B) if, at any time after giving notice of its intention to do so. If the Representative or other Holders of the Warrant register any Company Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 2.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.03. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (whether for itself or in connection with a sale of securities by a Stockholder, but other than pursuant a registration on Form S-8 or S-4, or any successor or similar forms, relating to Form X-0, Xxxx X-0 common stock issuable upon exercise of employee stock options or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementanother Person), the Company shall afford each such time give prompt written notice at least ten (10) Business Days prior to the Representative and such Holders anticipated filing date of the Warrant Securities registration statement relating to such registration to each Stockholder (each a Piggyback Stockholder”), which notice shall set forth such Piggyback Stockholder’s rights under this Section 1.02 and shall offer such Piggyback Stockholder the opportunity to have any such Warrant Securities registered under include in such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Securities of the same class or series as those proposed to be registered as each such Piggyback Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 1.02(b) and the Public Offering Limitations. Upon the request of any such Piggyback Stockholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Piggyback Stockholder), the Company shall 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 all such Piggyback Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves a Public Offering, all such Piggyback Stockholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold underwriters selected as provided in such offering, Section 1.04(f)(i) on the same terms and conditions as apply to the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, or any other securities requested to be included in such registration. If a selling Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationStockholders, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 1.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Piggyback Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 1.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 1.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, (a) If at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant a registration on Form S-8 or S-4, or any successor forms, relating to Form X-0, Xxxx X-0 Common Stock issuable upon exercise of employee stock options or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of another Person), whether or not for sale for its or their desire to include any such securities in such proposed registration statementown account, the Company shall afford each such time give notice at least 30 Business Days prior to the Representative and such Holders anticipated filing date of the Warrant Securities registration statement relating to such registration to each Stockholder, which notice shall set forth such Stockholder’s rights under this Section 2.02 and shall offer such Stockholder the opportunity to have any such Warrant Securities registered under include in such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b) . Upon the request of any such Stockholder made within 15 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Stockholders, to the extent requisite to permit the disposition of the Registrable Securities to be so registered, provided that (i) if such registration involves an underwritten Public Offering, all such Stockholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold in such offering, underwriters selected as provided herein on the same terms and conditions as apply to the Company will include in such registration (i) firstor the Requesting Stockholders, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 2.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If(a) If the Company proposes to register any Company Securities under the Securities Act (other than a registration on Form X-0, X-0 or any successor forms, relating to shares of Common Stock or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall each such time give notice at least 10 Business Days prior to the anticipated filing date of the Registration Statement relating to such registration to each Investor Party (or within two Business Days in the case of an “overnight” offering or “bought deal”), which notice shall set forth such Investor Party’s rights under this Section 4.03 and shall offer such Investor Party the opportunity to include in such Registration Statement the number of Registrable Securities of the same class or series as those proposed to be registered as such Investor Party may request (a “Piggyback Registration”), subject to the provisions of Section 4.03(b). Upon the request of any such Investor Party made within 10 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Investor Party) (or within two Business Days in the case of an “overnight” offering or “bought deal”), the Company shall effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Investor Parties, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration involves a Public Offering, all such Registering Investors must sell their Registrable Securities to the underwriters selected as provided in Section 4.05(f) on the same terms and conditions as apply to the Company, and (ii) if, at any time commencing after giving notice of its intention to register any Company Securities pursuant to this Section 4.03(a) and prior to the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, the Company proposes to register any of its securities under the Act (other than pursuant to Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each filed in connection with such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementregistration, the Company shall afford the Representative and determine for any reason not to register such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2securities, the Company shall have give notice to all such Registering Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 4.03 shall relieve the right at any time after it shall have given written notice pursuant Company of its obligations to this SECTION 7.2 (irrespective of whether effect a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior Demand Registration to the effective date thereofextent required by Section 4.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing On or after the effective date occurrence of the Registration Statement and EXPIRING seven (7) years thereaftera Trigger Event, each time the Company proposes shall determine to register proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for money of any of its securities under the Act (other than pursuant to Form X-0in connection with a dividend reinvestment, Xxxx X-0 employee stock purchase, stock option or similar plan, or a registration statement on Form S-4 or comparable registration statement) form), by it or any of its shareholders, the Company will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention determination to do soZions Bancorp. If Upon the Representative or other Holders written request of the Warrant Securities notify the Company Zions Bancorp given within twenty (20) business ten days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementfrom the Company, the Company will, except as herein provided, cause all securities which Zions Bancorp shall afford request be included in the Representative and such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested contemplated by this Section 9.2 to be included in such registration exceeds statement; provided that nothing herein shall prevent the number which can Company from, at any time, abandoning or delaying any registration; provided further that if the Company determines not to proceed with a registration after the registration statement has been filed with the Securities and Exchange Commission (the "Commission") and the Company's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold in such offeringby the Company, the Company will include in shall promptly complete the registration for the benefit of Zions Bancorp if Zions Bancorp agrees to bear all incremental expenses incurred by the Company as the result of such registration (i) firstafter the Company has decided not to proceed. Zions Bancorp shall be entitled to a maximum of three registrations pursuant to this Section 9.2. If any registration pursuant to this section shall be underwritten in whole or in part, the Company may require that any securities requested for inclusion pursuant to this section be included in the Company proposes underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If the securities requested for inclusion pursuant to sellthis paragraph would constitute more than 25 percent of the total number of securities to be included in a proposed underwritten public offering (based, (iiin the case of the Option, on the number of shares of Common Stock underlying such Option) secondand if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of such securities would interfere with the successful marketing of the securities offered by the Company, the Warrant Securities requested number of securities otherwise to be included in the underwritten public offering may be reduced; provided that after any such required reduction in the securities to be included in such registration, pro rata among offering for the Holders account of such Warrant Securities on the basis Zions Bancorp shall constitute at least 25 percent of the total number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, If the Company proposes to register any of its securities file a registration statement under the Act with respect to an offering of its equity securities for its own account or for the account of another person or entity (other than pursuant to a registration statement on Form X-0S-4 or S-8 (or any substitute forms that may be adopted by the SEC)), Xxxx X-0 or a comparable registration statement) it will the Company shall give written notice by registered mail, at least thirty (30) days prior of such proposed filing to the filing of each such registration statement, to Holders at the Representative and to all other Holders address set forth in the share register of the Warrant Company as soon as reasonably practicable (but in no event less than 7 business days before the anticipated filing date), undertaking to provide each Holder the opportunity to register on the same terms and conditions such amount of Registrable Securities of its intention to do soas such Holder may request (a “Piggyback Registration”). If the Representative or other Holders of the Warrant Securities notify the Company within twenty (20) Each Holder will have 5 business days after receipt of any such notice to notify the Company as to whether it wishes to participate in a Piggyback Registration (which notice shall not be deemed to be a request for a Demand Registration). If the registration statement is filed on behalf of a person other than the Company, the Company will use its reasonable best efforts to have the Registrable Securities that the Holders wish to sell included in the registration statement. If the Company or the person for whose account such offering is being made shall determine in its sole discretion not to register or to delay the proposed offering, the Company may, at its election, provide written notice of such determination to the Holders and (i) in the case of a determination not to effect the proposed offering, shall thereupon be relieved of the obligation to register such Registrable Securities in connection therewith and (ii) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Securities for the same period as the delay in respect of the proposed offering. If the Registrable Securities requested to be included in the Piggyback Registration by any Holder differ from the type of securities proposed to be registered by the Company and the managing underwriter for such offering advises the Company that due to such differences the inclusion of such Registrable Securities would cause a material adverse effect on the price of the offering (a “Material Adverse Effect”), then (x) the number of such Holders’ Registrable Securities to be included in the Piggyback Registration shall be reduced to an amount which, in the opinion of the managing underwriter, would eliminate such Material Adverse Effect or (y) if no such reduction would, in the opinion of the managing underwriter, eliminate such Material Adverse Effect, then the Company shall have the right to exclude all such Registrable Securities from such Piggyback Registration, provided, that no other securities of such type are included and offered for the account of any other person in such Piggyback Registration. Any partial reduction in number of Registrable Securities of any Holder to be included in the Piggyback Registration pursuant to clause (x) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder’s requested securities bears to the total number of securities requested to be included in such Piggyback Registration by all persons other than the Company who have the contractual right to request that their desire securities be included in such registration statement and who have requested that their securities be included. If the Registrable Securities requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing underwriter advises the Company that the inclusion of such Registrable Securities would cause a Material Adverse Effect, the Company will be obligated to include any such securities in such proposed registration statement, the Company shall afford the Representative and such Holders as to each Holder, only a portion of the Warrant Registrable Securities such Holder has requested be registered equal to the opportunity ratio which such Holder’s requested securities bears to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the total number of securities requested to be included in such registration exceeds statement by all persons (other than any persons initiating such registration request) who have the number which can contractual right to request that their securities be sold in such offering, the Company will include included in such registration (i) first, the statement and who have requested their securities be included. If the Company proposes to sellinitiated the registration, (ii) secondthen the Company may include all of its securities in such registration statement before any such Holder’s requested securities are included. If another securityholder initiated the registration, then the Warrant Company may not include any of its securities in such registration statement unless all Registrable Securities requested to be included in such registration, pro rata among the registration statement by all Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be are included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to statement. If as a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding result of the provisions of this SECTION 7.2Section 2.1(c) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, the Company shall have the right at any time after it shall have given written notice pursuant such Holder may withdraw such Holder’s request to this SECTION 7.2 (irrespective of whether a written request for inclusion of any include Registrable Securities in such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but statement prior to the effective date thereofits effectiveness.

Piggyback Registration. If, (a) If at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, following an initial Public Offering the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant a registration relating to Form X-0, Xxxx X-0 Company Securities issuable upon exercise of employee stock options or a comparable registration statement) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Representative and to all other Holders in connection with any employee benefit or similar plan of the Warrant Securities of its intention to do so. If the Representative Company or other Holders of the Warrant Securities notify in connection with a direct or indirect acquisition by the Company within twenty (20) business days after receipt of any such notice of another Person), whether or not for sale for its or their desire to include any such securities in such proposed registration statementown account, the Company shall afford each such time give prompt notice at least 30 Business Days prior to the Representative and such Holders anticipated filing date of the Warrant Securities registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this ‎Section 5.02 and shall offer such Shareholder the opportunity to have any such Warrant Securities registered under include in such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (a “Piggyback Registration”), subject to the provisions of ‎Section 5.02(b). Upon the request of any such Shareholder made within 15 Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Shareholder), the Company shall 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 all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in such the Company’s registration exceeds must sell their Registrable Securities to the number which can be sold underwriters selected as provided in such offering, ‎Section 5.04(f) on the same terms and conditions as apply to the Company will include in such registration (i) firstor the Requesting Shareholders, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationas applicable, and (ii) secondif, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made‎Section 5.02(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this ‎Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by ‎Section 5.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, at any time commencing (a) From and after the effective date Closing Date and until such time as the Registrable Securities are freely saleable under Rule 144(k) without volume limitations, if the Company shall determine to proceed with the preparation and filing of the a Registration Statement in connection with the proposed offer and EXPIRING seven (7) years thereafter, the Company proposes to register sale of any of its securities under the Act by it or any of its security holders (other than pursuant to a registration statement on Form X-0, Xxxx X-0 X-0, any successor form thereto or a comparable registration statement) it other limited purpose form), the Company will give written notice by registered mail, of its determination to all record Investors of the Registrable Securities at least thirty twenty (3020) days prior to the filing filing. Upon receipt of each a written request from any such registration statement, to the Representative and to all other Holders of the Warrant Securities of its intention to do so. If the Representative or other Holders of the Warrant Securities notify the Company Holder within twenty (20) business days after receipt of any such notice of its or their desire to include any such securities in such proposed registration statementfrom the Company, the Company shall afford will, except as herein provided, cause all the Representative and Registrable Securities owned by such Holders of the Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested Investors to be included in such Registration Statement in order to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. If any registration exceeds the number which can pursuant to this Section 2.2 shall be sold underwritten in such offeringwhole or in part, the Company will include in such registration (i) first, shall cause the securities the Company proposes to sell, (ii) second, the Warrant Registrable Securities requested for inclusion pursuant to this Section 2.2 to be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters, except to the extent provided in Section 2.2(b) below. In such registration, pro rata among event the Holders right of any Holder to registration shall be conditioned upon such underwriting and the inclusion of such Warrant Holder's Registrable Securities on in such underwriting to the basis extent provided in Section 2.2(b) below. All Investors proposing to distribute their securities through such underwriting shall (together with the Company and the other investors distributing their securities through such underwriting) enter into an underwriting agreement with the underwriters' representative for such offering; provided that such holders shall have no right to participate in the selection of the underwriters for an offering pursuant to this Section 2.2(a). The obligation of the Company under this Section 2.2 shall be unlimited as to the number of shares requested by such Holders, and (iii) third, other securities requested Registration Statements to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registrationit applies. Notwithstanding the provisions of this SECTION 7.2foregoing, to the extent that all Registrable Securities are registered on an effective Registration Statement on Form S-3, the Company shall have not be required to provide notice to Investors of the right at any time after it shall have given written notice pursuant to this SECTION 7.2 (irrespective preparation and filing of whether a written request for inclusion registration statement in connection with the proposed nonunderwritten offer and sale of any of its securities and the Investors shall not be entitled to include any Registrable Securities on such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7a) years thereafter, If the Company proposes to register any of its securities Company Securities under the Securities Act (other than pursuant to a registration on Form X-0, Xxxx X-0 or a comparable registration statement) it will give written notice by registered mailF-4, at least thirty (30) days prior or any successor forms, relating to the filing Shares issuable upon exercise of each such registration statement, to the Representative and to all other Holders employee stock options or in connection with any employee benefit or similar plan of the Warrant Securities Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Company shall promptly notify the Stockholder in writing of its intention to do so. If , which notice shall set forth such Stockholder’s rights under this Section 2.02 and shall offer the Representative or other Holders Stockholder the opportunity to include in such registration statement the number of Registrable Securities of the Warrant Securities notify same class or series as those proposed to be registered as the Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of the Stockholder made within ten (10) Business Day after the receipt of notice from the Company within twenty (20) business days after receipt which request shall specify the number of any such notice of its or their desire Registrable Securities intended to include any such securities in such proposed registration statementbe registered by the Stockholder), the Company shall afford use its best efforts to effect the Representative and such Holders registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Stockholder, to the extent requisite to permit the disposition of the Warrant Registrable Securities the opportunity so to have any such Warrant Securities registered under be registered; provided that (1) if such registration statement (sometimes referred to herein as "Piggyback Registration"). If a Piggyback Registration is involves an underwritten primary registration Public Offering, the Stockholder must sell its requested Registrable Securities to the underwriters selected as provided in Section 2.04(f)(i) on behalf of the same terms and conditions as apply to the Company, and the managing underwriters advise the Company in 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 offering(2) if, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to be included in such registration, pro rata among the Holders of such Warrant Securities on the basis of the number of shares requested by such Holders, and (iii) third, other securities requested to be included in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registration, and (ii) second, other securities requested to be included in such registration. Notwithstanding the provisions of this SECTION 7.2, the Company shall have the right at any time after it shall have given written giving notice of its intention to register any Company Securities pursuant to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been madeSection 2.2(a) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but and prior to the effective date thereofof the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall promptly give notice to the Stockholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration.

Piggyback Registration. If, (a) If at any time commencing after the effective date of the Registration Statement and EXPIRING seven (7) years thereafter, from time to time the Company proposes to register any of its securities file a registration statement under the Securities Act with respect to an offering of securities of the Company for its own account or for the account of another Person (other than pursuant to a registration statement on Form X-0S-4 or S-8 (or any successor form that may be adopted by the Commission)), Xxxx X-0 or a comparable registration statement) it will the Company shall give written notice by registered mail, at least thirty (30) days prior of such proposed filing to the filing of each such registration statement, to Stockholder at the Representative and to all other Holders address set forth in the share register of the Warrant Company as soon as is reasonably practicable (but in no event less than ten (10) business days before the anticipated filing date), undertaking to provide the Stockholder the opportunity to register on the same terms and conditions such number of shares of Registrable Securities of its intention to do soas the Stockholder may request (a "Piggyback Registration"). If the Representative or other Holders of the Warrant Securities notify the Company within twenty The Stockholder will have ten (2010) business days after receipt of any such notice of its or their desire to notify the Company as to whether it wishes to participate in a Piggyback Registration; provided that should the Stockholder fail to provide timely notice to the Company, the Stockholder will forfeit any rights to include any such securities its Registrable Securities in such proposed Piggyback Registration. If the registration statementstatement is filed on the behalf of a Person other than the Company, the Company shall afford the Representative and such Holders of the Warrant Securities the opportunity will use its reasonable best efforts to have any such Warrant the shares of Registrable Securities registered under such that the Stockholder wishes to sell included in the registration statement (sometimes referred to herein as "Piggyback Registration")statement. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, and the managing underwriters advise the Company or the Person for whose account such offering is being made shall determine in writing that in their opinion its sole discretion not to register or to delay the number of securities requested to be included in such registration exceeds the number which can be sold in such proposed offering, the Company will include in may, at its election, provide written notice of such registration determination to the Stockholder and (i) firstin the case of a determination not to effect the proposed offering, the securities the Company proposes to sell, (ii) second, the Warrant Securities requested to shall thereupon be included in such registration, pro rata among the Holders of such Warrant Securities on the basis relieved of the number of shares requested by obligation to register such Holders, and (iii) third, other securities requested to be included Registrable Securities in such registration. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company's Class A Common Stock, and the managing underwriters advise the Company in 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 offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration pursuant to a demand registration right and the Warrant Securities requested to be included by Holders under Piggyback Registration rights hereunder on a pro rata basis among such holders requesting inclusion in such registrationconnection therewith, and (ii) secondin the case of a determination to delay a proposed offering, other securities requested shall thereupon be permitted to be included delay registering such Registrable Securities for the same period as the delay in such registrationrespect of the proposed offering. Notwithstanding As between the provisions of this SECTION 7.2Company and the Stockholder, the Company shall have be entitled to select the right at underwriters in connection with any time after it Piggyback Registration and Stockholder shall have given written notice pursuant be required to this SECTION 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw sign an underwriting agreement containing usual and customary terms in the same after form negotiated by the filing but prior to Company and the effective date thereofunderwriter.