Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche).

Piggyback Registration. If the Company at any time proposes after the Effective Date the Company shall determine to register for sale for cash on a Registration Statement under the Securities Act (a “Registration Statement”) any of its Common Stock under the Securities Act for sale to the public either Stock, for its own account or for the account of another Person others (other than Holdersthe Investors), other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8 (or its then equivalent form) or any of their Family Members (including a registration on Form S-8 (or its then equivalent form)), (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 (or Form S-8 (each as promulgated under the Securities Actits then equivalent form) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition a merger, acquisition, divestiture, reorganization or similar event, or (iii) a transaction relating solely to the sale of any entity equity, debt or business or equity securities issuable in connection with stock option or other employee benefit plansconvertible debt instruments, each such time it will then the Company shall promptly give to each Investor written notice thereof (the “Registration Rights Notice”) (and in no event shall such notice be given less than twenty (20) calendar days prior to the Holders filing of its intention such Registration Statement), and shall, subject to effect such registration. Upon Section 3(b), include as a Piggyback Registration all of the Registrable Securities specified in a written request of any such Holder given delivered by the Investor thereof within 30 ten (10) calendar days after receipt by such Holder delivery to the Investor of such noticewritten notice from the Company. However, the Company willmay, subject without the consent of such Investors, withdraw such registration statement prior to its becoming effective if the limits Company or such other selling stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. The right contained in this Section 33(a) may be exercised by each Investor only with respect to two (2) qualifying registrations, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if a particular Investor is a party to a Lock-Up Agreement, then any qualifying registrations occurring during the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement time that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by such Investor are subject to restrictions on transfer as set forth in the holders in each Lock-Up Agreement shall not be counted for purposes of such tranche)two (2) qualifying registrations limit.

Piggyback Registration. If Prior to the Company's initial public offering ("IPO"), the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time agrees that it will promptly give written notice of the IPO to all holders of Registrable Stock at the Holders of its intention time outstanding and will afford to effect all such registration. Upon holders an opportunity to join in the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable SecuritiesIPO; provided, however, that if the Company is advised number of shares of Registrable Stock that each such holder may include shall in writing in good faith no event exceed that number obtained by multiplying the managing underwriter number of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability shares of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory Registrable Stock owned by such managing underwriter; and provided, further, that holder by a fraction (a) the securities to be excluded numerator of which shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities the Company proposes to include in the IPO (excluding the shares to be registered pursuant to clauses (i) disposed of in the IPO by the holders of Registrable Stock); and (iib) above, such reduction the denominator of which shall be made within each tranche on a pro rata basis (based upon the aggregate total number of shares of Common Stock or (on a fully diluted basis) that will be outstanding after the IPO. If the IPO is to be firmly underwritten, all holders of Registrable Securities held Stock participating in the IPO must sell their shares to the underwriter on the same terms and conditions as the Company and all other selling shareholders. Any holder of Registrable Stock, who shall join in the IPO shall furnish to the Company in writing such information as the Company may reasonably require for inclusion in the registration statement (and the prospectus included therein) and shall not (until further notice) effect sales of the shares covered by the holders registration statement after receipt of telecopied or written notice from the Company to suspend sales to permit the Company to correct or update a registration statement or prospectus. Notwithstanding anything to the contrary contained in each this Section 19, no person (as defined, for these purposes, in Rule 144(a)(2) of the Commission) who then beneficially owns 1% or less of the then outstanding Common Stock (including the Registrable Stock) of the Company may include any of its shares of Registrable Stock in the IPO unless, in the opinion of counsel for the Company rendered prior to the IPO, such trancheperson's intended disposition of Registrable Stock could not be effected within 90 days after the closing of the IPO without registration of such shares under the Securities Act (assuming, for this purpose, that "current public information" (as defined in Rule 144(c) of the Commission under the Securities Act) will be available with respect to the Company and that it will remain so available for such 90-day period). Notwithstanding anything to the contrary contained in this Section 19, the Company may decide, in its sole and absolute discretion, not to proceed with or to discontinue the IPO.

Piggyback Registration. If the Company If, at any time within the period commencing one year and ending seven years after the Effective Date, the Company proposes to register any voting equity securities under the Act in a primary registration on behalf of the Company and/or in a secondary registration on behalf of holders of such securities, and the registration form to be used may be used for registration of the Warrant Shares, the Company shall give prompt written notice (which, in the case of a registration pursuant to the exercise of demand registration rights other than those provided in Section 12.1, shall be within 10 business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 30 days prior to the date of such filing) to the Holders of Warrants and/or Warrant Shares (regardless of whether some of the Holders shall have theretofore availed themselves of the demand rights provided in Section 12.1) of its Common Stock under intention to effect registration and shall offer to include in such registration such number of Warrant Shares with respect to which the Securities Act Company has received written requests for sale inclusion therein within 10 business days after receipt of such, notice from, the Company upon generally the same terms and conditions as the person or persons for whom such registration is being effected has agreed to. This Section 12.2 is not applicable to any registration statement to be filed by the public either for its own account or for the account of another Person other than Holders, other than Company on Form Forms S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating any successor forms. The Company shall not be obligated to equity securities cause to be issued solely in connection with effective any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time registration statement as to which it will promptly give written has given notice to the Holders of its intention Warrants and/or Warrant Shares and shall have discretion to effect such registration. Upon the written request of withdraw any such Holder given within 30 days after receipt by such Holder registration without liability to Holders of such noticeWarrants and/or Warrant Shares. Notwithstanding the foregoing, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s offering shall determine in good faith and advise the Company in writing that the inclusion of the Warrant Shares and other securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without would materially and adversely affecting affect the marketability of the offering, then the Company and the managing underwriter may reduce the number of Warrant Shares to be registered on a pro rata basis proportionate to the reduction of all other holders of securities participating in such registration pursuant to the exercise of piggyback registration rights. In such event, the Company may reduce the amount offered for the accounts number of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities Warrant Shares to be excluded shall be determined registered to zero as long as no other securities are registered in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” such registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights statement pursuant to an agreement which is not this Agreement. If there is a reduction in the number exercise of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)piggyback registration rights.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 32, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche).

Piggyback Registration. If the Company at any time proposes after the date hereof the Company determines to register under the Act (including pursuant to a demand of any security holder of the Company exercising registration rights) any of its Common Stock under the Securities Act for sale (except shares to be registered on any registration form that does not permit secondary sales), it shall give to the public either for its own account or for the account Holder written notice of another Person other than Holders, other than on Form S-4 or Form S-8 such determination at least thirty (each as promulgated under the Securities Act30) or their then equivalents relating days prior to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registrationfiling. Upon the written request of any such Holder given If, within 30 fifteen (15) days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under in writing, the Securities Act and qualified for sale under any state blue sky law, all Company shall include in such registration statement (to the extent required permitted by applicable regulation) all or any part of the Holder's Common Stock purchasable or purchased from time to permit such sale or other disposition of said time under the Holder's Warrants (the "Registrable Securities; ") that the Holder requests to be registered. Any Registrable Securities which are included in any underwritten public offering under this Section 10 will be sold upon such terms as the managing underwriters reasonably request. In the event that any registration pursuant to this Section 10 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of Registrable Securities to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Securities owned by such holders) if and to the extent that the managing underwriter provides a written opinion that such inclusion would materially and adversely affect the marketing of the securities to be sold by the Company therein provided, however, that if such number of shares of Registrable Securities shall not be reduced below the Company is advised in writing in good faith by the managing underwriter Holder's pro rata amount of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the total number of shares of Common Stock or Registrable Securities to be included in such underwriting for the account of any person other than the Company or requesting holders of Registrable Securities. If the requesting Holder disapproves of the terms of such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. The provisions of this Section 10 shall not apply to any securities (x) theretofore effectively registered under the Act, (y) distributed to the public pursuant to clauses Rule 144 (ior any similar provisions then in force) or (z) covered by an opinion reasonably satisfactory in form and substance to the Holder desiring to sell securities that the registration thereof is not necessary to permit such sale in the manner intended (ii) abovein connection with which opinion the Holder shall furnish such information reasonably requested by such counsel). Notwithstanding the foregoing provisions, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number Company may withdraw any registration statement referred to in this Section 10 without thereby incurring any liability to the Holder of shares of Common Stock or Registrable Securities held by the holders in each such tranche)Securities.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public either (except with respect to registration statements on Forms X-0, X-0 or another form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice at the applicable address of record to the Holders each holder of Registrable Securities of its intention to effect such registrationdo so. Upon the written request of any of such Holder holders of the Registrable Securities, given within 30 twenty (20) days after receipt by such Holder Person of such notice, the Company will, subject to the limits contained in this Section 34, use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holderssuch holders of shares of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that (a) in no event shall the amount of Registrable Securities of Selling Stockholders be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities; and (b) any shares to be excluded shall be determined in the following sequenceorder of priority: (i) first, securities held by any Persons not having any contractual such contractual, incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in , and (iii) the number of shares of Common Stock or Registrable Securities sought to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche included by the holders thereof as determined on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such trancheholders).

Piggyback Registration. If the Company If, at any time commencing after the date hereof and expiring five (5) years thereafter, the Company proposes to register any of its Common Stock securities under the Securities Act for sale to the public either for its own account or for the account of another Person (other than Holders, other than on in connection with an initial public offering of shares of the Company or in connection with a merger or pursuant to Form S-4 or Form S-8 (each as promulgated under the Securities Actor successor form thereto) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of its intention to effect such registrationdo so. Upon If any of the written request Holders notify the Company within twenty (20) days after mailing of any such Holder given within 30 days after receipt by notice of its or their desire to include any such Holder of securities in such noticeproposed registration statement, the Company will, subject shall afford such Holders the opportunity to have any such Option Shares registered under such registration statement. In the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder event that such Holder so requests registration relates to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant and the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to be included in such registration statement that exceeds the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount number which can be offered sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders will include in such registration (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (ia) first, the securities the Company proposes to sell, (b) second, the securities held by any Persons not having any contractual incidental or “piggy back” registration rightsthe entities that made the demand for registration, and (iic) secondthird, Registrable Securities the Option Shares or other securities requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in other owners on the basis of the number of shares of Common Stock Option Shares or Registrable Securities other securities requested to be registered by such Holders and other owners. Notwithstanding the provisions of this Section, the Company shall have the right at any time after it shall have given written notice pursuant to clauses this Section (iirrespective of whether a written request for inclusion of any such securities shall have been made) and (ii) above, to elect not to file any such reduction shall be made within each tranche on a pro rata basis (based upon proposed registration statement or to withdraw the aggregate number of shares of Common Stock or Registrable Securities held by same after the holders in each such tranche)filing but prior to the effective date thereof.

Piggyback Registration. (i) If the Company at any time proposes to register any of its Common Stock Company Securities under the Securities Act for sale to the public either for its own account or for the account of another Person (other than Holders, other than (i) a registration on Form S-4 S-8 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents S-4 relating to equity securities to be issued solely Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any acquisition employee benefit or similar plan of any entity the Company or business or equity securities issuable in connection with stock option a direct or indirect acquisition by the Company of another Person or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act or other employee benefit plansbusiness combination or acquisition transaction, any registration statement related to the issuance or resale of securities issued in such a transaction) other than in connection with a rights offering, whether or not for sale for its own account, the Company shall each such time it will promptly give written prompt notice (via electronic transmission) at least 10 days prior to the Holders 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(g)(ii). Upon the request of any such Stockholder made within 5 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 underwriters selected as provided in Section 2.04(f)(i) on the same terms and conditions as apply to the Company and (ii) if, at any time after giving notice of its intention to effect register any Company Securities pursuant to this Section 2.02(g) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all Registering Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, No registration effected under this Section 2.02(g) shall relieve the Company will, subject of its obligations to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to permit such sale or other disposition of said Registrable Securities; provided, however, that if the extent required by Section 2.02. The Company is advised shall pay all Registration Expenses in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within connection with each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)Piggyback Registration.

Piggyback Registration. If the Company at any time proposes or from time to time, the Company shall register the sale of any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holdersany of its security holders, other than a registration on Form S-8 relating solely to an employee benefit plan or a registration on Form S-4 or Form S-8 (each as promulgated relating solely to a transaction under Rule 145 of the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) firstgive to the initial Warrantholder and each other person or entity who holds all or any portion of this Warrant or the Warrant Shares (collectively with the initial Warrantholder, securities held by the “Holders”) written notice thereof as soon as practicable prior to filing the registration statement, but in any Persons event not having any contractual incidental or “piggy back” registration rights, later than ten (10) days prior to such filing; and (ii) secondon behalf of all entities requesting inclusion in such offering, include the Registrable Securities (as defined in Section 6(b)) in the offering and securities held by may condition such offer on their acceptance of any Persons having contractual incidental or “piggy back” registration rights pursuant other reasonable conditions (including, without limitation, if such offering is underwritten, that such requesting holders agree in writing to enter into an underwriting agreement which is not this Agreementwith customary terms). If there is the representative of the underwriter advises the Company in writing that marketing factors require a reduction in limitation on the number of shares of Common Stock or Registrable Securities to be registered pursuant underwritten, the numbers of shares to clauses be included in the underwriting or registration shall be allocated first to the Company, second, to the Company’s security holders that triggered the instant registration (ithe “Triggering Holders”) and (ii) above, such reduction thereafter shall be made within each tranche on a allocated among the Holders and other security holders requesting inclusion in the offering pro rata on the basis (based upon of the aggregate number of shares each requesting Holder and other security holder requests to be included bears to the total number of shares of Common Stock all requesting holders that have been requested to be included in such offering (to the extent not included as a Triggering Holder). If a person who has requested inclusion in such offering as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company or Registrable Securities held by the holders in each such tranche)underwriter. The securities so excluded shall also be withdrawn from registration, if applicable.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public either (except with respect to registration statements on Forms X-0, X-0 or another form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice at the applicable address of record to the Holders each holder of Registrable Securities of its intention to effect such registrationdo so. Upon the written request of any of such Holder holders of the Registrable Securities, given within 30 twenty (20) days after receipt by such Holder Person of such notice, the Company will, subject to the limits contained in this Section 34, use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holderssuch holders of shares of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, provided further, that the securities any shares to be excluded shall be determined in the following sequenceorder of priority: (ia) first, securities held by any Persons not having any contractual such contractual, incidental or “piggy back” registration rights, and (iib) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in , and (c) the number of shares of Common Stock or Registrable Securities sought to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche included by the holders thereof as determined on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such trancheholders).

Piggyback Registration. If the Company at any time after the Purchase Date proposes for any reason to register any of its Common Stock equity securities under the Securities Act (other than pursuant to a registration statement on Forms S-8 or S-4 or similar or successor form which is not available for registering the Common Stock for sale to the public either for its own account or for (collectively, the account of another Person other than Holders“Excluded Forms”)), other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, it shall each such time it will promptly give written notice to all Holders of outstanding Shares, the Warrant and Warrant Shares of its intention so to do but in no event less than 30 days before the anticipated filing date, and, upon the written request, given within 10 days after receipt of any such notice, of the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder Shares, Warrant and Warrant Shares to register any shares of such noticeRegistrable Securities, the Company will, subject to the limits contained in this Section 3, shall use its reasonable best efforts to cause all such shares of Registrable Securities of then held by each such Holder that such Holder so requests to be registered under the Securities Act and qualified promptly upon receipt of the written request of such Holders for sale under any state blue sky lawsuch registration, all to the extent required requisite to permit such the sale or other disposition (in accordance with the intended methods thereof, as set forth in the holder’s written request) by the then Holders of said the shares of Registrable SecuritiesSecurities so registered. In the event that the proposed registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request pursuant to this Section 3.1 to register shares of Registrable Securities may so specify, and such shares shall be included in the underwriting on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration; provided, however, that the Company and all Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (including, without limitation, a market stand-off agreement of up to 180 days after the effective date of such registration if required by such underwriters). Notwithstanding any other provision of this Agreement, if the Company is advised in writing managing underwriter(s) determine(s) in good faith by the managing underwriter that marketing factors require a limitation of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including up to 100% of Common Stock or the Registrable Securities from the registration and the underwriting, with the number of Registrable Securities, if any, included in the registration and the underwriting being allocated to be registered pursuant to clauses (i) and (ii) above, each of the Holders requesting inclusion of their Registrable Securities in such reduction shall be made within each tranche Registration Statement on a pro rata basis (based upon on the aggregate total number of Registrable Securities then held by each such Holder, provided that the number of Registrable Securities to be offered by the Holders may not be reduced below an amount equal to 15% of the total Registrable Securities offered. 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(s), delivered at least 10 business days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. In each case, those shares of Common Stock or Registrable Securities held which are excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in each such tranche)order to effect the underwritten public offering.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock file a registration statement under the Securities Act for sale with respect to the public either an offering (i) for its own account of any class of its equity securities (other than a registration statement on Form S-8 (or any successor form), Form S-4 (or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or any successor provision) under the Securities Act applies or an offering of securities solely to the Company's existing stockholders) or (ii) for the account of another Person any other than Holders, other than on Form S-4 or Form S-8 holder of Common Stock (each as promulgated to the extent any agreement with such holder permitted under Section 11 hereof (a "Third Party Agreement") permits the Securities Act) or their then equivalents relating to equity securities to be issued solely registration of Restricted Stock in connection with any acquisition of any entity or business or equity securities issuable such offering), then the Company shall in connection with stock option or other employee benefit plans, each such time it will promptly case give written notice of such proposed filing to the Holders as soon as practicable (but no later than 20 business days) before the anticipated filing date, and such notice shall offer each Holder the opportunity to register such number of its intention to effect such registration. Upon the written request shares or other units of any Restricted Stock as such Holder given may request. Each Holder desiring to have Restricted Stock included in such registration statement shall so advise the Company in writing within 30 10 business days after receipt by such Holder the date on which the Company's notice is so given, setting forth the number of such noticeshares or other units of Restricted Stock for which registration is requested. If the offering is to be an underwritten offering, the Company willshall, subject to the limits contained in further provisions of this Section 3Agreement and to the provisions of a Third Party Agreement, if applicable, use its reasonable best efforts to cause all Registrable Securities the managing underwriter or underwriters to permit the Holders of the Restricted Stock requested to be included in the registration for such offering to include such Restricted Stock in such offering on the same terms and conditions as any similar securities of the Company included therein. The right of each Holder to registration pursuant to this Section 3 in connection with an underwritten offering shall, unless the Company otherwise assents, be conditioned upon such Holder's participation as a seller in such underwritten offering and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Holder offering deliver a written opinion to the Company to the effect that either because of (a) the kind of securities that the Company, the Holders and any other person or entities intend to include in such Holder so requests offering or (b) the size of the offering that the Company, the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) if the size of the offering is the basis of such managing underwriter's opinion, the number of shares or other units of Restricted Stock to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) Holders shall be reduced pro rata on the basis of the number of securities requested by such Holders to a number reasonably deemed satisfactory be registered and offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommend by such managing underwriter; underwriter or underwriters (provided that if securities are being registered and providedoffered for the account of other persons or entities as well as the Company in an offering by the Company, further, that the securities to such reduction shall not be excluded shall be determined in the following sequence: (i) first, securities held by proportionally greater than any Persons not having any contractual incidental similar reductions imposed on such other persons or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (ientities) and (ii) aboveif the combination of securities to be offered is the basis of such managing underwriter's opinion, (x) the Registered Stock to be included in such registration and offering shall be reduced as described in clause (i) above or (y) if such actions would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such reduction shall Restricted Stock will be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each excluded entirely from such tranche)registration and offering.

Piggyback Registration. If the Company at any time the Company proposes to register any of its Common Stock REIT Class A Shares, any equity securities exercisable for, convertible into or exchangeable for REIT Class A Shares, or other securities issued by it having terms substantially similar to Eligible Securities for public resale under the Securities Act by any holder of registration rights, pursuant to a registration rights agreement entered into by it with the Company on or after the date of this Agreement (a “Qualifying Other Holder”, and such securities, “Other Securities”) and on a form and in a manner which would permit registration of Eligible Securities for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give prompt written notice to the Holders Investors of its intention to effect such registration. Upon do so, and upon the written request of any Investor delivered to the Company within ten (10) Business Days after the giving of any such Holder given within 30 days after receipt notice (which request shall specify the number of Eligible Securities intended to be disposed of by such Holder the Investor and the intended method of such noticedisposition thereof), the Company will, subject to the limits contained in this Section 3, will use its reasonable best efforts to cause all Registrable Securities effect, in connection with the registration of such Holder that such Holder so requests to be registered the Other Securities, the registration under the Securities Act and qualified for sale under any state blue sky lawof all Eligible Securities which the Company has been so requested to register by the Selling Investor(s) (each a “Participating Holder”), all to the extent required to permit such sale the disposition (in accordance with the intended method or other disposition methods thereof as aforesaid) of said Registrable Securities; Eligible Securities so to be registered, provided, however, that if the Company is shall have been advised in writing in good faith by a nationally recognized independent investment banking firm selected by the managing Company and/or the Qualifying Other Holder and reasonably acceptable to the Participating Holders to act as lead underwriter of in connection with the Company’s securities being offered in an underwritten public offering pursuant to of securities under this Section 2.2 that, in such firm’s opinion, a registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Eligible Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities requested to be registered pursuant to clauses (i) at that time would materially and (ii) aboveadversely affect the scheduled offering of securities, such reduction shall be made within each tranche on a pro rata basis (based upon then the aggregate number of shares of Common Stock or Registrable Securities held securities requested to be included in such registration by the holders Participating Holders and the Qualifying Other Holder(s) shall be reduced pro rata among the Participating Holders and the Qualifying Other Holder(s) according to the total number of securities requested to be registered by such Persons. Notwithstanding any request under this Section 2.2, a Selling Investor may elect in each writing prior to the effective date of a registration under this Section 2.2 not to register its Eligible Securities in connection with such tranche)registration.

Piggyback Registration. If (a) Each time the Company at any time proposes shall determine to register any proceed with the actual preparation and filing of its Common Stock a registration statement under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition the proposed offer and sale for money of any entity of its securities by it or business or equity securities issuable any of its security holders (other than a registration statement on Form S-1 in connection with stock option an initial Public Offering of the Common Stock, Form X-0, Xxxx X-0, or other similar form then in effect solely for registration of securities in connection with an employee benefit plansplan or dividend reinvestment plan or a merger, each such time it consolidation or acquisition), the Company will promptly give written notice to the Holders of its intention determination to effect such registrationall record holders of Registrable Securities. Upon the written request of a record holder of any such Holder shares of Registrable Securities given within 30 days after receipt by the date of mailing of any such Holder of such noticenotice from the Company, the Company will, subject to the limits contained in this Section 3except as herein provided, use its reasonable best efforts to cause all the Registrable Securities the registration of such Holder that such Holder so requests which is requested to be registered under the Securities Act and qualified for sale under any state blue sky lawincluded in such registration statement, all to the extent required requisite to permit such the sale or other disposition by the prospective seller or sellers of said the Registrable SecuritiesSecurities to be so registered; provided, however, that if nothing herein shall prevent the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectivelyfrom, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offeringat any time, the Company may reduce the amount offered for the accounts of Selling Stockholders (including abandoning or delaying any Holders) to a number reasonably deemed satisfactory by such managing underwriterregistration; 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 excluded sold by the Company, then, upon the election by the holders of at least a majority of the Registrable Securities then outstanding, the Company shall be determined in promptly complete the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, for the benefit of those selling security holders who wish to proceed with a Public Offering of their Registrable Securities and securities held who bear all of the Registration Expenses in excess of $25,000 incurred by any Persons having contractual incidental or “piggy back” the Company as the result of such registration rights pursuant after the Company has decided not to an agreement which is not this Agreementproceed. If there is a reduction in In the number discretion of shares the holders of Common Stock or the Registrable Securities to be registered pursuant to clauses included in the registration (i) and (ii) aboveprovided that such holders are the record holders of at least 51% of the Registrable Securities), such reduction shall be made within each tranche on registration may count as a pro rata basis demand registration under Section 5.2 (based upon if it otherwise meets the aggregate number requirements of shares of Common Stock or Registrable Securities held by Section 5.2(a)) for which the holders in each such tranche)Company will pay the Registration Expenses.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public either (except with respect to registration statements on Forms X-0, X-0 or another form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice at the applicable address of record to the Holders each holder of Registrable Securities of its intention to effect such registrationdo so. Upon the written request of any of such Holder holders of the Registrable Securities, given within 30 twenty (20) days after receipt by such Holder Person of such notice, the Company will, subject to the limits contained in this Section 34, use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling StockholdersShareholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders Shareholders (including any Holderssuch holders of shares of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, provided further, that (a) in no event shall the amount of Registrable Securities of selling Investors be reduced below fifty percent (50%) of the total amount of securities included in such offering and (b) any shares to be excluded shall be determined in the following sequenceorder of priority: (i) first, securities held by any Persons not having any contractual such contractual, incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in , and (iii) the number of shares of Common Stock or Registrable Securities sought to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche included by the holders thereof as determined on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such trancheholders).

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public either (except with respect to registration statements on Forms X-0, X-0 or another form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice at the applicable address of record to the Holders each holder of Registrable Securities of its intention to effect such registrationdo so. Upon the written request of any of such Holder holders of the Registrable Securities, given within 30 ten (10) days after receipt by such Holder Person of such notice, the Company will, subject to the limits contained in this Section 34, use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holderssuch holders of shares of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, provided further, that the securities any shares to be excluded shall be determined in the following sequenceorder of priority: (i) first, securities held by any Persons not having any contractual such contractual, incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in , (iii) the number of shares of Common Stock or Registrable Securities sought to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche included by the Management Stockholders thereof as determined on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by such holders), and (iv) the holders in each Registrable Securities sought to be included by the Investors as determined on a pro rata basis (based upon the aggregate number of Registrable Securities held by such trancheholders).

Piggyback Registration. If the Company Subject to Section 1.7 hereof, if at any time GEC proposes to register any its shares of its Common Stock under the Securities Act for sale to the public Act, either for its own account or for the account of another Person others, in connection with the Public Offering of such shares of Common Stock solely for cash, on a registration form that would also permit the registration of Registrable Securities (other than Holders(i) a registration statement on Form S-8 or any successor form, other than (ii) for the purpose of offering such securities to another business entity, or a registration on Form S-4 or Form S-8 (each as promulgated under for the Securities Act) or their then equivalents relating to equity purpose of offering such securities to be issued solely another business entity or the shareholders of such entity in connection with any the acquisition of any assets or shares of capital stock, respectively, of such entity or business or equity securities issuable (iii) a resale shelf registration filed in connection with stock option an acquisition, reorganization, recapitalization, rights offering, merger, consolidation or other employee benefit planssimilar transaction), GEC shall, each such time it will promptly time, give each Northern Right Capital Party written notice of such proposal no later than 15 days prior to the Holders filing of its intention to effect such registrationthe Registration Statement relating thereto (a “Piggyback Registration Notice”). Upon the written request of any such Holder given within 30 Within 10 days after receipt by such Holder of such noticethe Piggyback Registration Notice is given, the Company will, subject Northern Right Capital Parties shall give notice as to the limits contained in this Section 3number of shares of Registrable Securities, use its reasonable best efforts if any, which such Northern Right Capital Parties request to cause all be registered simultaneously with such registration by GEC (“Piggyback Registration”). GEC shall include any Registrable Securities of in such Holder that such Holder so requests Registration Statement which the Northern Right Capital Parties request to be registered under the Securities Act Act, subject to and qualified for sale under any state blue sky lawin accordance with the terms, all to the extent required to permit such sale or other disposition of said Registrable Securities; providedconditions, however, that if the Company is advised procedures and limitations contained in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is Notwithstanding the foregoing, GEC shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 at any time in its sole discretion whether or not any Northern Right Capital Party has elected to include Registrable Securities in such Registration Statement. The registration expenses of such withdrawn registration shall be borne by GEC in accordance with Section 1.6 hereof. Each Northern Right Capital Party requesting inclusion in a reduction registration made pursuant to this Section 1.3 may, at any time before the effective date of the Registration Statement relating to such registration, revoke such request by providing written notice of such revocation to GEC, in the number of shares of Common Stock or which case GEC shall cause such Northern Right Capital Party’s Registrable Securities to be registered pursuant to clauses (i) and (ii) abovewithdrawn from such Registration Statement. For the avoidance of doubt, such reduction there shall be made within each tranche on a pro rata basis (based upon no limit to the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)times a Northern Right Capital Party may exercise its rights to request Piggyback Registration hereunder.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock file a registration statement under the Securities Act for sale with respect to the public either an offering for its own account or for the account of another Person any class of its equity securities (other than Holders, other than a registration statement on Form S-4 or Form S-8 (each as promulgated or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 under the Securities Act) Act applies or their an offering of securities solely to the Company's existing stockholders), then equivalents relating to equity securities to be issued solely the Company shall in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly case give written notice of such proposed filing to the Holders of its intention Restricted Stock as soon as practicable (but no later than five business days) before the anticipated filing date, and such notice shall offer such Holders the opportunity to effect register such registration. Upon the written request number of any shares of Restricted Stock as each such Holder given may request. Each Holder of Restricted Stock desiring to have such Holder's Restricted Stock included in such registration statement shall so advise the Company in writing within 30 five business days after receipt by such Holder the date of Company's notice, setting forth the amount of such noticeHolder's Restricted Stock for which registration is requested. If the Company's offering is to be an underwritten offering, the Company willshall, subject to the limits contained in further provisions of this Section 3Agreement, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of the Company’s Restricted Stock, requested to be included in the registration for such offering, to include such securities being offered in such offering on the same terms and conditions as any similar securities of the Company included therein. Moreover, if the registration of which the Company gives notice does involve an underwritten public offering underwriting, the right of each Holder to registration pursuant to such registration statement that the amount to be sold by persons other than this Section 3 shall, unless the Company otherwise assents, be conditioned upon such Holder's participation as a seller in such underwriting and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Holders of Restricted Stock that either because of (collectively, “Selling Stockholders”A) is greater than the amount kind of securities which can be offered without adversely affecting the marketability of the offeringHolders, the Company may reduce and any other person or entities intend to include in such offering or (B) the amount size of the offering which the Holders, the Company and other persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares to be offered for the accounts of Selling Stockholders (including any Holders) Holders of Restricted Stock shall be reduced pro rata or to a number reasonably deemed satisfactory the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriterunderwriter or underwriters; and providedprovided that if securities are being offered for the account of other persons or entities as well as the Company, further, that such reduction shall not represent a greater fraction of the number or kind of securities intended to be excluded shall be determined in offered by Holders of Restricted Stock than the following sequence: (i) first, fraction of similar reductions imposed on such other persons or entities over the amount of securities held by any Persons not having any contractual incidental or “piggy back” registration rights, of such kind they intended to offer; and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number event that the combination of shares of Common Stock or Registrable Securities securities to be registered pursuant offered is the basis of such managing underwriter's opinion, (x) the Restricted Stock to clauses be included in such offering shall be reduced as described in clause (i) and above (iisubject to the proviso in clause (i)) aboveor, (y) if the actions described in clause (x) would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such reduction Restricted Stock will be excluded from such offering. Any Restricted Stock excluded from an underwriting shall be made within each tranche on withdrawn from registration and shall not, without the consent of the Company and the manager of the underwriting, be transferred in a pro rata basis public distribution prior to the earlier of 90 days (based upon or such other shorter period of time as the aggregate number manager of shares the underwriting may require) after the effective date of Common the registration statement or 150 days after the date the Holders of such Restricted Stock or Registrable Securities held by the holders in each are notified of such tranche)exclusion.

Piggyback Registration. If the Company at any time (beginning upon (but excluding) the Closing Date) proposes to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person Ordinary Shares (other than Holders, other than on Form S-4 (w) a shelf registration to register Ordinary Shares or Form S-8 warrants issued to investors in a private placement (each as promulgated under the Securities Act“PIPE”) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition the Business Combination, (x) in a registration under Section 2.3, Section 2.4 or Section 2.5 of any entity this Agreement, (y) a registration on Form F-8 or business S-8 or equity securities issuable (z) pursuant to Form F-4 or S-4 in connection with stock option a business combination or other employee benefit plansexchange offer or pursuant to exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its securities pursuant to an effective Registration Statement (a “Shelf Takedown”), each such time it will promptly shall give written notice to the all Holders of its such intention not less than ten (10) days before the anticipated filing date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to effect be included in such registrationoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all Holders the opportunity to register the sale of such number of Registrable Shares as such Holders may request in writing. Upon the written request of any such Holder given within 30 fifteen (15) days after receipt by such Holder of any such notice, the Company willshall include in such registration or Shelf Takedown all of the Registrable Shares indicated in such request, subject so as to permit the limits contained disposition of the shares so registered. The Company shall, in this Section 3good faith, cause such Registrable Shares to be included in such registration or offering and, if applicable, shall use its reasonable best efforts to cause all Registrable Securities the managing underwriter(s) of such Holder that such Holder so requests registration to permit the Registrable Shares requested by the Holders pursuant to this Section 2.2 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered under the Securities Act offering and qualified for sale under any state blue sky law, all to the extent required to permit such the sale or other disposition of said such Registrable Securities; providedShares in accordance with the intended method(s) of distribution thereof. Notwithstanding any other provision of this Section 2.2, however, that if the managing underwriter advises the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) selling shareholders to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, provided that the securities any shares to be excluded shall be determined in the following sequenceorder of priority: (i) first, securities shares held by any Persons not having any contractual incidental or “piggy back” registration rightsshareholders other than the Holders, and (ii) secondthen, Registrable Securities and securities to the extent necessary, shares held by the Holders (other than Catalyst and the EDNCU Holder) pro rata to the respective number of Registrable Shares requested to be included in such registration or Shelf Takedown by such Holders and (iii) then, to the extent necessary, shares held by Catalyst and the EDNCU Holder pro rata to the respective number of Registrable Shares requested to be included in such registration or Shelf Takedown by such Holders; and provided, further, that in any Persons having contractual incidental event all Registrable Shares must be included in such registration or “piggy back” registration rights pursuant Shelf Takedown prior to an agreement which is not this Agreement. If there is a reduction in any other shares of the Company (with the exception of shares to be issued by the Company to the public) and the number of shares of Common Stock or Registrable Securities Shares to be registered included in the offering shall not be reduced to below twenty five percent (25%) of the total number of securities included in such offering (divided among the Holders participating in the registration pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a the foregoing order of priority pro rata basis (based upon to the aggregate respective number of shares Registrable Shares requested to be included by each of Common Stock such Holders). Any Holder may elect to withdraw such Holder’s request for inclusion of Registrable Shares in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or Registrable Securities held as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the holders in each effectiveness of such tranche)Registration Statement.

Piggyback Registration. If Whenever the Company at any time proposes to register the offer and sale of any shares of its Common Stock under the Securities Act for (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the public either Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of another Person other one or more stockholders of the Company, then the Company shall promptly give to each Holder written notice thereof (the “Registration Rights Notice”) (and in no event shall such notice be given less than thirty (30) calendar days prior to the filing of such registration statement), and shall, subject to Section 3(d), include as a Piggyback Registration all of the Registrable Shares (including any Registrable Shares that are removed from the Long-Form Registration as a result of a requirement by the Staff) specified in a written request delivered by the Holder thereof within twenty (20) calendar days after delivery to the Holder of such written notice from the Company. However, the Company may, without the consent of such Holders, withdraw such registration statement prior to its becoming effective if the Company or such other than on Form S-4 or Form S-8 (each as promulgated under selling stockholders have elected to abandon the Securities Act) or their then equivalents relating proposal to equity register the securities proposed to be issued solely in connection with any acquisition registered thereby. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Company and the managing underwriter advises the Company and the Holders of its intention to effect such registration. Upon the written request of Registrable Shares and any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained Other Holders in this Section 3, use writing that in its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in opinion the number of shares of Common Stock or Registrable Securities proposed to be registered pursuant included in such registration or takedown, including all Registrable Shares and all other shares of Common Stock proposed to clauses be included in such underwritten offering (i) and (ii) aboveincluding shares offered by Other Holders), such reduction shall be made within each tranche on a pro rata basis (based upon exceeds the aggregate number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration or takedown would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration or takedown (i) first, the shares of Common Stock that the Company proposes to sell for its own account; and (ii) second, the shares of Common Stock requested to be included therein by both the Holders of Registrable Securities Shares and Other Holders, allocated pro rata among all Holders of Registrable Shares and Other Holders on the basis of the number of Registrable Shares and the number of shares of Common Stock owned by each such Holder or in such manner as they may otherwise agree; provided, that in any event, as between the Holders of Registrable Shares and the Other Holders, the Holders of Registrable Shares shall be entitled to register the offer and sale or distribute at least 45% of the shares of Common Stock to be included in any such registration or takedown. No Registrable Shares or shares of Common Stock owned by Other Holders that are excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw such Holder’s Registrable Shares therefrom by delivering a written notice to the Company and the underwriter. The Registrable Shares so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that, if by the withdrawal of such Registrable Shares, a greater number of Registrable Shares held by other Holders of Registrable Shares may be included in such registration (up to the holders maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Shares in each such tranche)the registration the right to include additional Registrable Shares pursuant to the terms and limitations set forth herein in the same proportion used above in determining the underwriter limitation. Except as set forth on Exhibit 1 annexed hereto, as at the date of this Agreement there are no Other Holders entitled to registration rights, and the granting of any further registration rights by the Company to any Other Holders shall be subject to the provisions of Section 3.2 of the Stockholders Agreement.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock file a registration statement under the Securities Act for sale with respect to the public either an offering for its own account or for the account of another Person any of its respective securityholders of any class of its equity securities (other than Holders, other than a registration statement on Form S-4 or Form S-8 (each as promulgated or any successor form) or any other registration statement relating solely to an employee benefit plan or filed in connection with an exchange offer, a transaction to which Rule 145 under the Securities Act) Act applies or their an offering of securities solely to the Company's existing stockholders), then equivalents relating to equity securities to be issued solely the Company shall in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly case give written notice of such proposed filing to the Holders of its intention Restricted Stock as soon as practicable (but no later than ten (10) business days) before the anticipated filing date, and such notice shall offer such Holders the opportunity to effect register such registration. Upon the written request number of any shares of Restricted Stock as each such Holder given may request. Each Holder desiring to have Restricted Stock included in such registration statement shall so advise the Company in writing within 30 ten (10) business days after receipt by such Holder the date of the Company's notice, setting forth the amount of such noticeHolder's Restricted Stock for which registration is requested. If the Company's offering is to be an underwritten offering, the Company willshall, subject to the limits contained in further provisions of this Section 3Agreement, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter or underwriters to permit the Holders of the Company’s Restricted Stock requested to be included in the registration for such offering to include such securities being offered in an underwritten public such offering on the same terms and conditions as any similar securities of the Company included therein. The right of each Holder to registration pursuant to such registration statement that the amount to be sold by persons other than this Section 3 shall, unless the Company otherwise assents, be conditioned upon such Holder's participation as a seller in such underwriting and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Holders of Restricted Stock that either because of (collectively, “Selling Stockholders”A) is greater than the amount kind of securities which can be offered without adversely affecting the marketability of the offeringHolders, the Company may reduce and any other persons or entities intend to include in such offering or (B) the amount size of the offering which the Holders, the Company and other persons intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares to be offered for the accounts of Selling Stockholders (including any Holders) Holders of Restricted Stock shall be reduced pro rata on the basis of the number of securities requested by such Holders to a number reasonably deemed satisfactory be offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriterunderwriter or underwriters; and providedprovided that if securities are being offered for the account of other persons or entities as well as the Company, further, that such reduction shall not represent a greater fraction of the number of securities intended to be excluded shall be determined in offered by Holders of Restricted Stock than the following sequence: (i) first, fraction of similar reductions imposed on such other persons or entities over the amount of securities held by any Persons not having any contractual incidental or “piggy back” registration rights, they intended to offer; and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number event that the kind of shares of Common Stock or Registrable Securities securities to be registered pursuant offered is the basis of such managing underwriter's opinion, (x) the Restricted Stock to clauses be included in such offering shall be reduced as described in clause (i) and above (iisubject to the proviso in clause (i)) aboveor, (y) if such actions would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such reduction Restricted Stock will be excluded entirely from such offering. Any Restricted Stock excluded from an underwriting shall be made within each tranche on withdrawn from registration and shall not, without the consent of the Company and the managing underwriter, be transferred in a pro rata basis public distribution or a sale into the public trading markets prior to the earlier of 120 days (based upon or such other shorter period of time as the aggregate number managing underwriter may require) after the effective date of shares the registration statement or 180 days after the date the Holders of Common such Restricted Stock or Registrable Securities held by the holders in each are notified of such tranche)exclusion.

Piggyback Registration. If Each time the Company at any time proposes decides to register any of its Common Stock file a Registration Statement under the Securities Act for sale with respect to the public either for its own account or for the account of another Person other than Holders, Common Stock (other than on Form Forms S-4 or Form S-8 (each as promulgated under or any successor form for the Securities Act) registration of securities issued or their then equivalents relating to equity securities to be issued solely in connection with any a merger or acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansplan), each including any Registration Statement filed on behalf of stockholders of the (iii) Company exercising registration rights granted by the Company with respect to such time it will promptly shares, the Company shall give written notice thereof to the Holders Holder. The Company shall include in such Registration Statement such shares of its intention Registrable Securities for which it has received written requests to effect register such registration. Upon the written request of any such Holder given shares within 30 thirty (30) days after receipt by such Holder written notice has been given. If in the good faith judgment of such noticethe managing underwriter in any Underwritten Offering, the Company will, subject to inclusion of all of the limits contained in this Section 3, use its reasonable best efforts to cause all shares of Registrable Securities of such Holder that such Holder so requests and any other Common Stock requested to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” third parties holding similar registration rights pursuant to an agreement which is not this Agreement. If there is would interfere with the successful marketing of a reduction in smaller number of such shares, then the number of shares of Registrable Securities and other Common Stock to be included in the offering (except for shares to be issued by the Company in an offering initiated by the Company) shall be reduced as provided herein. The Company shall advise Holder of securities requesting registration of the underwriters' decision, and the number of shares or securities that are entitled to be included in the Underwritten Registration shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 2.03 below. If any person does not agree to the terms of any such underwriting, he shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be registered pursuant included in such registration was previously reduced as a result of marketing factors, the Company shall then offer to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares of Common Stock or Registrable Securities held by so withdrawn, with such shares to be allocated among the holders persons requesting additional inclusion in each such tranche)accordance with Section 2.03 below.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering (other than the Initial Public Offering) for sale to the public either for its Company's own account or for the account of another Person any class of its equity securities (other than Holders, other than a registration statement on Form S-4 or Form S-8 (each as promulgated or any successor form) or any other registration statement relating solely to director and/or employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or any successor rule) under the Securities Act) or their then equivalents Act applies, a transaction relating solely to equity securities an exchange offering, a transaction relating solely to be issued solely in connection with any an acquisition of any entity assets or business property for securities or equity an offering of securities issuable solely to the Company's existing stockholders), then the Company shall in connection with stock option or other employee benefit plans, each such time it will promptly case give written notice of such proposed filing to the Holders of its intention Restricted Stock as soon as practicable (but no later than 15 business days) before the anticipated filing date, and such notice shall offer such Holders the opportunity to effect register such registration. Upon the written request number of any shares of Restricted Stock as each such Holder given may request. Each Holder of Restricted Stock desiring to have such Holder's Restricted Stock included in such registration statement shall so advise the Company in writing within 30 ten business days after receipt by such Holder the date of the Company's notice, setting forth the amount of such noticeHolder's Restricted Stock for which registration is requested. If the Company's offering is to be an underwritten offering, the Company willshall, subject to the limits contained in further provisions of this Section 3Agreement, use its reasonable best efforts to cause all Registrable Securities the managing underwriter or underwriters of such Holder that such Holder so requests a proposed underwritten offering to permit the Holders of the Restricted Stock requested to be registered under included in the Securities Act registration for such offering to include such securities in such offering on the same terms and qualified for sale under conditions as any state blue sky lawsimilar securities of the Company included therein. Moreover, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the registration of which the Company is advised gives notice does involve an underwriting, the right of each Holder to registration pursuant to this Section 1 shall, unless the Company otherwise agrees, be conditioned upon such Holder's participation as a seller in writing in good faith such underwriting and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter of such offering advises the Company’s securities being offered in an underwritten public offering pursuant to such registration statement Company that the amount to be sold by persons total number of securities that the Holders and the Shansby Holders, other than the Company (collectivelyCompany, “Selling Stockholders”) is greater than intend to include in such offering will in the amount which can be offered without good faith opinion of such managing underwriter adversely affecting affect the marketability terms or pricing of the such offering, then the Company may reduce the amount number of securities to be offered for the accounts account of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; the Holders and provided, further, that the securities to be excluded Shansby Holders shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is reduced on a reduction in pro rata basis based on the number of shares of Common Stock or Registrable Securities and/or Warrants proposed to be registered pursuant sold by the Holders and the Shansby Holders to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate extent necessary to reduce the total number of shares of Common Stock and/or Warrants to be included in such offering for the Holders and the Shansby Holders other than the Company to the number of shares of Common Stock and/or Warrants recommended by such managing underwriter (with each Warrant being treated for such purposes as representing the number of Warrant Shares for which such Warrant is then exercisable). Any Restricted Stock excluded from an underwriting shall be withdrawn from registration and shall not, without the consent of the Company and the manager of the underwriting, be transferred in a public distribution prior to the expiration of 180 days (or Registrable Securities held by such other shorter period of time as the holders in each such tranche)manager of the underwriting may require) after the effective date of the registration statement.

Piggyback Registration. If After the Closing Date, if the Company at any time proposes shall determine to register any proceed with the preparation and filing of its Common Stock a new registration statement under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition a proposed offer and sale of any entity of its securities by it or business any of its security holders (other than (i) a registration statement on Form S-0, X-0 or equity other limited purpose form or (ii) a registration statement to register the resale of securities issuable sold in connection with stock option or other employee benefit plansa PIPE transaction), each such time it the Company will promptly give written notice to the Holders of its intention determination to effect such registrationMSN. Upon the written request If within five calendar days after its receipt of any such Holder given within 30 days after receipt by such Holder of such noticenotice MSN shall so request in writing, the Company will, subject to the limits contained in this Section 3except as herein provided, use its reasonable best efforts to cause all Registrable Securities of the Acquired Shares covered by such Holder that such Holder so requests request (the “Requested Piggyback Shares”) to be registered under the Securities Act and qualified for sale under any state blue sky lawincluded in such registration statement, all to the extent required requisite to permit such the sale or other disposition by the prospective seller or sellers of said Registrable Securitiesthe Requested Piggyback Shares. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part in connection with an underwritten offering by the Company of its securities, the Company may require that the Requested Piggyback Shares be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, MSN shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling shareholders; provided, however, that if the Company is advised in writing in good faith representations by MSN shall be limited to matters relating to its ownership or the Acquired Shares being registered and related matters. If the managing underwriter of such public offering advises the Company that the inclusion of any or all of the Requested Piggyback Shares would reduce the number of shares to be offered by the Company or interfere with the successful marketing of the securities offered by the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities Requested Piggyback Shares otherwise to be registered included in the underwritten public offering may be reduced pro rata (by number of shares) among MSN and all other holders of piggyback registration rights with respect to the Company’s shares who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. Registration pursuant to clauses this Section 4.2 shall not be deemed to be a demand registration as described in Section 4.1 above. The Company’s obligations under this Section 4.2 shall not apply to the Acquired Shares after the earlier of (ia) five years from the date of this Agreement, (b) the date that the Acquired Shares have been sold pursuant to Rule 144 or an effective registration statement, and (iic) above, such reduction shall be made within each tranche on a pro rata basis (based upon time as the aggregate number Acquired Shares are eligible for immediate resale pursuant to Rule 144 and MSN is no longer an affiliate of shares of Common Stock or Registrable Securities held by the holders in each such tranche)Company at that time.

Piggyback Registration. (a) If the Company at any time proposes to register any of its Common Stock file a registration statement under the Securities Act for sale with respect to the public either an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of another Person other than Holdersstockholders of the Company (or by the Company and by the stockholders of the Company), other than on Form S-4 or Form S-8 a registration statement (each as promulgated under the Securities Acti) or their then equivalents relating to equity securities to be issued solely filed in connection with any acquisition of any entity or business or equity securities issuable in connection with employee stock option or other employee benefit plansplan, each such time it will promptly (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan, or (v) a registration statement on Form S-4, then the Company shall give written notice of such proposed filing to all of the Holders holders of its intention Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such registration statement, which notice shall (A) describe the amount and type of securities to effect be included in such registration. Upon offering, the written intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all of the holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such holders may request of any such Holder given in writing within 30 five (5) days after receipt by such Holder of such noticewritten notice (such Registration a “Piggyback Registration”). The Company shall, the Company willin good faith, subject cause such Registrable Securities to the limits contained be included in this Section 3, such Piggyback Registration and shall use its reasonable best efforts to cause all the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities of such Holder that such Holder so requests requested by the holders pursuant to this Section 2.2 to be registered under included in a Piggyback Registration on the Securities Act same terms and qualified for sale under conditions as any state blue sky law, all to similar securities of the extent required Company included in such Piggyback Registration and to permit such the sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in accordance with the number intended method(s) of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)distribution thereof.

Piggyback Registration. If the Company If, at any time commencing after the date hereof and expiring five (5) years thereafter, the Company proposes to register any of its Common Stock securities under the Securities Act for sale to the public either for its own account or for the account of another Person (other than Holders, other than on Form S-4 or Form S-8 (each as in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities ActAct or pursuant to Form S-8) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of the Warrants and/or the Warrant Securities of its intention to effect such registrationdo so. Upon If the written request Holders of the Warrants and/or Warrant Securities notify the Company within twenty (20) days after receipt of any such Holder given within 30 days after receipt by notice of its or their desire to include any such Holder of securities in such noticeproposed registration statement, the Company will, subject shall afford the Holders of the Warrants and/or Warrant Securities the opportunity to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable have any such Warrant Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securitiesregistration statement; provided, however, that if the Company is advised managing underwriter determines and advises in writing that the inclusion of the Warrant Securities proposed to be included in good faith the underwritten public offering would interfere with the successful marketing of such securities, then the Warrant Securities shall nevertheless be included in such registration statement but withheld from the market by the Holders for a period not to exceed ninety (90) days, which the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering. Notwithstanding anything to the contrary, the Holders agree not to sell the Shares for a period of twelve months following the consummation of the Company’s securities being offered in an underwritten 's next public offering pursuant to such registration statement that offering. Notwithstanding the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability provisions of the offeringthis Section 11.2, the Company may reduce shall have the amount offered right at any time after it shall have given written notice pursuant to this Section 11.2 (irrespective of whether a written request for the accounts inclusion of Selling Stockholders (including any Holderssuch securities shall have been made) to a number reasonably deemed satisfactory by elect not to file any such managing underwriter; and providedproposed registration statement, furtheror to withdraw the same after the filing but prior to the effective date thereof. The Company shall pay all costs (excluding transfer taxes, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rightsif any, and (ii) secondfees and expenses of Holder(s)' counsel and any underwriting or selling commissions), Registrable Securities fees and securities held by any Persons having contractual incidental or “piggy back” expenses in connection with all registration rights statements filed pursuant to an agreement which is not this Agreement. If there is a reduction in Section 11.2 hereof including, without limitation, the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) Company's legal and (ii) aboveaccounting fees, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)printing expenses, blue sky fees and expenses.

Piggyback Registration. If the Company at any time proposes to register any of file a registration statement with respect to its Common Stock under the Securities Act for sale to the public either Stock, whether (i) for its own account or for the account of another Person (other than Holdersa registration statement on Forms S-4 or S-8 (or any successor or substantially similar form), and other than on Form S-4 in connection with (A) an employee stock option, stock purchase or Form S-8 compensation plan or securities issued or issuable pursuant to any such plan, (each as promulgated B) a dividend reinvestment plan, or (C) a "shelf" registration pursuant to Rule 415 under the Securities Act) or (ii) for the account of an Other Holder or Other Holders that have a right to request such registration (a "Requesting Securityholder"), then the Company shall in each case give written notice of such proposed filing to the Shareholders at least ten (10) Business Days before the anticipated filing date of any such registration statement by the Company, and such notice shall offer to the Shareholders the opportunity to have any or all of the Registrable Securities held by the Shareholders included in such registration statement. If the Shareholders desire to have their Registrable Securities registered under this Section 4 they shall so advise the Company in writing within ten (10) Business Days after the date of receipt of such notice (which requests shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall use its commercially reasonable efforts to include in such Registration Statement all such Registrable Securities so requested to be included therein. Notwithstanding the foregoing, if any managing underwriter of any such proposed public offering that is an Underwritten Offering advises the Company that the total number of securities which the Company, the Requesting Securityholders, the Shareholders and any other Persons intended to be included in such proposed Underwritten Offering is sufficiently large to adversely affect the success of such proposed public offering, then equivalents relating to equity the number of securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders the Shareholders and all other Persons (including any Holdersother than the Company and the Requesting Securityholders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) firstreduced pro rata, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares securities to be offered for the accounts of Common Stock or Registrable Securities held the Shareholders and all Other Persons (other than the Company and the Requesting Securityholders), to the extent necessary to reduce the total number of securities to be included in such proposed Underwritten Offering to the number recommended by such managing underwriter before the number of securities offered by the holders Company or any Requesting Securityholder is so reduced. Anything to the contrary in each such tranche)this Undertaking notwithstanding, the Company may withdraw or postpone a Registration Statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without any obligation or liability to any Shareholder.

Piggyback Registration. If From the date of this agreement until the second anniversary thereof, if the Company at any time proposes to register any of its Common Stock file a registration statement under the Securities Act for sale with respect to the public either an offering for its own account or for the account of another Person any class of security (other than Holders, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely successor forms thereto or filed in connection with any acquisition of any entity an exchange offer or business combination or equity an offering of securities issuable solely to the Company's existing stockholders), then the Company shall in connection with stock option or other employee benefit plans, each such time it will promptly case give written notice of such proposed filing to the Holders Buyer at least thirty days before the anticipated filing date, and such notice shall offer the Buyer the opportunity to register such number of its intention to effect such registrationshares of Common Stock of the Company as the Buyer may request. Upon the written request of any such Holder given the Buyer made within 30 twenty days after of receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, shall use its reasonable best efforts to cause all Registrable Securities the managing underwriter or underwriters of a proposed underwritten offering to permit the Buyer to include such shares in such offering on the same terms and conditions as any shares of Common Stock of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Holder offering delivers a written opinion to the Buyer that the total number of shares which it, the Company and any other persons or entities intend to include in such Holder so requests offering may adversely affect the success or offering price of such offering, then the number of shares to be registered under offered for the Securities Act and qualified for sale under any state blue sky law, all account of the Buyer shall be reduced pro rata to the extent required necessary to permit reduce the total amount of securities to be included in such sale offering to the amount recommended by such managing underwriter (or, if applicable, excluding such shares entirely), provided that if shares are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of shares intended to be offered by the Buyer than the fraction of similar reductions imposed on such other disposition persons or entities other than the Company over the amount of said Registrable Securities; securities they intended to offer. In the event that the registration proposed by the Company is an underwritten primary offering of its securities and the Buyer does not sell its securities to the underwriter of the Company's securities in connection with such offering, the Buyer shall, to the extent permitted by applicable law or regulation, refrain from selling any of its securities during the period of distribution of the Company's securities by such underwriter in the primary offering and the period in which the underwriter participates in the aftermarket and for such additional period requested by the underwriter, provided, however, that if the Company is advised Buyer shall, in writing any event, be entitled to sell its securities in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to connection with such registration statement that commencing on the amount to be sold by persons other than 90th day after the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability effective date of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)statement.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public either (except with respect to registration statements on Forms X-0, X-0 or another form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice at the applicable address of record to the Holders each holder of Registrable Securities of its intention to effect such registrationdo so. Upon the written request of any of such Holder holders of the Registrable Securities, given within 30 twenty (20) days after receipt by such Holder Person of such notice, the Company will, subject to the limits contained in this Section 34, use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holderssuch holders of shares of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, that the Founders’ Shares included in such offering shall be reduced prior to any reduction in the amount of shares offered for the account of any Investor; and provided further, that (a) in no event shall the amount of Registrable Securities of selling Investors be reduced below fifty percent (50%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities; and (b) any shares to be excluded shall be determined in the following sequenceorder of priority: (i) first, securities held by any Persons not having any contractual such contractual, incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in , and (iii) the number of shares of Common Stock or Registrable Securities sought to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche included by the holders thereof as determined on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such trancheholders).

Piggyback Registration. If the Company at any time proposes to register file a registration statement with respect to any class of its Common Stock under the Securities Act for sale to the public either equity securities, whether for its own account (other than in connection with the Registration Statement contemplated by Section 6(a) or a registration statement on Form S-4 or S-8 (or any successor or substantially similar form), or the registration of (A) an 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 another Person other than an Other Approved Holder (a "Requesting Securityholder"), then the Company shall in each case give written notice of such proposed filing to all Holders at least twenty (20) days prior to the anticipated filing date of any such registration statement by the Company, and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement. Each Holder desiring to have its Registrable Securities registered under this Section 6(b) 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 the total amount or kind of securities which the Holders, other than on Form S-4 the Company and the Other Approved Holders intend to be included in such proposed public offering is sufficiently large to materially adversely affect the success of such proposed public offering, then the amount or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity kind of securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders Holders and the Other Approved Holders (including any Holdersother than the Requesting Securityholder) shall be reduced pro rata to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the extent necessary to reduce the total amount or kind of securities to be excluded shall be determined included in such proposed public offering to the following sequence: (i) first, amount or kind recommended by such Managing Underwriter before the securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held offered by the holders in each such tranche)Company or any Requesting Securityholder are so reduced.

Piggyback Registration. If the Company (but without any obligation to do so) at any time prior to the sixth anniversary of the Commencement Date (or such earlier date that this Warrant expires without exercise of any portion thereof), the Company proposes to register with the SEC any of its the Common Stock under the Securities Act for sale to Regulations of the public either for its own account or for the account of another Person SEC (other than Holders, other than on Form S-4 securities issued or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with pursuant to a stock option option, employee stock purchase or other employee benefit plansor similar plan, each such time it will or in connection with a merger or an acquisition), the Company shall, as promptly as reasonably practicable, give written notice to the Holders Warrantholder of its intention to effect such registration. Upon the written request of any such Holder given If, within 30 twenty (20) days after receipt by such Holder of such noticenotice and after the Commencement Date but before the Expiration Date, the Warrantholder submits a written request to the Company specifying the amount of Registrable Stock that the Warrantholder proposes to sell, the Company willshall include the shares specified in such request in such registration statement (and any related qualification under blue sky laws or other compliance) and the Company shall keep each such registration statement in effect and maintain compliance with each federal and state law and regulation as set forth in Section 4(e). Prior to filing a registration statement pursuant to the Regulations under which the shares of Common Stock issuable upon exercise of this Warrant may be included, the Company shall give reasonable notice to the holder(s) of this Warrant or such shares of Common Stock and shall allow such shares of Common Stock to be included in such registration statement subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act following terms and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequenceconditions: (i) first, securities held by such shares need not be included in any Persons not having any contractual incidental or “piggy back” registration rights, and underwritten offering if the managing underwriter determines in its best judgment that their inclusion would impair the success of the offering; (ii) second, Registrable Securities the Company shall bear all costs of registration and securities held by any Persons having contractual incidental sale of the shares other than underwriting discounts or “piggy back” registration rights commissions and the fees and expense (if any) of legal counsel to the holder(s) and (iii) the Company shall have no obligation pursuant to this Section if at the time the registration statement is proposed to be filed the Company shall have delivered to the Warrantholder(s) requesting registration an agreement which is not this Agreement. If there is a reduction in opinion of counsel reasonably acceptable to such Warrantholder(s) to the number of effect that the holders may freely sell the shares of Common Stock or Registrable Securities to be registered issuable upon exercise of this Warrant pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number Regulations of shares of Common Stock or Registrable Securities held by the holders in each such tranche)SEC.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person other than HoldersHolder, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche).

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public either (except with respect to registration statements on Forms X-0, X-0 or another form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice at the applicable address of record to the Holders each holder of Registrable Securities of its intention to effect such registrationdo so. Upon the written request of any of such Holder holders of the Registrable Securities, given within 30 twenty (20) days after receipt by such Holder Person of such notice, the Company will, subject to the limits contained in this Section 34, use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons Persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holderssuch holders of shares of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities any shares to be excluded shall be determined in the following sequenceorder of priority: (i) first, securities held by any Persons not having any contractual such contractual, incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in , and (iii) the number of shares of Common Stock or Registrable Securities sought to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche included by the holders thereof as determined on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such trancheholders).

Piggyback Registration. If Each time the Company at any time proposes decides to register any of its Common Stock file a ---------------------- Registration Statement under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, (other than on Form Forms S-4 or Form S-8 (each as promulgated under or any successor form for the Securities Act) registration of securities issued or their then equivalents relating to equity securities to be issued solely in connection with any a merger or acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansplan), each such time it will promptly the Company shall give written notice thereof to the Holders Holders. The Company shall include in such Registration Statement such shares of its intention Registrable Securities for which it has received written requests to effect register such registration. Upon the written request of any such Holder given shares within 30 fifteen (15) days after receipt by such Holder written notice has been given. If in the good faith judgment of such noticethe managing underwriter in any Underwritten Offering, the Company will, subject to inclusion of all of the limits contained in this Section 3, use its reasonable best efforts to cause all shares of Registrable Securities of such Holder that such Holder so requests and any other Common Stock requested to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” third parties holding similar registration rights pursuant to an agreement which is not this Agreement. If there is would materially interfere with the successful marketing of a reduction in smaller number of such shares, then the number of shares of Registrable Securities and other Common Stock to be included in the offering (except for shares to be issued by the Company in an offering initiated by the Company) shall be reduced as provided herein. The Company shall advise all holders of securities requesting registration of the underwriters' decision; and the number of shares of securities that are entitled to be included in the Underwritten Registration shall be allocated first to the Company for securities being sold for its own account and thereafter as set forth in Section 2.3 below. If any Person does not agree to the terms of any such underwriting, such Person shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other shares of Common Stock excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of shares of Registrable Securities to be registered pursuant included in such registration was previously reduced as a result of marketing factors, the Company shall then offer to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon all Persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares of Common Stock or Registrable Securities held by so withdrawn, with such shares to be allocated among the holders Persons, requesting additional inclusion in each such tranche)accordance with Section 2.3 below.

Piggyback Registration. If the Company at any time during an Initial Shelf Failure or after the Shelf Registration Expiration Date, while any Registrable Shares are outstanding and no Demand Shelf Registration Statement is in effect, the Company (without any obligation to do so) proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock solely for sale to the public either for its own account or for the account of another Person cash (other than Holdersa registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, other than benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form S-8 or in connection with an exchange offer, (each as promulgated under 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 or its affiliates, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act) ), whether or their then equivalents relating not for its own account, the Company shall give prompt written notice of such proposed filing to equity the Holders. The notice referred to in the preceding sentence shall offer each Holder the opportunity to register such amount of its Registrable Shares of Common Stock received from the Company upon the redemption of some or all of its Units, as such Holder may request (a "Piggyback Registration"). Subject to the provisions of Section 2 below, the Company shall include in such Piggyback Registration, in the registration and qualification for sale under the securities to be issued solely or "Blue Sky" laws of the various states and in any underwriting in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each therewith all such time it will promptly give Registrable Shares for which the Company has received written requests for inclusion therein within fifteen (15) calendar days after the notice referred to above has been given by the Company to the Holders of its intention to effect such registrationHolders. Upon the written request of any such Holder given within 30 days after receipt by such A Holder of such notice, Registrable Shares shall be permitted to withdraw all or part of such Holder's 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 will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter advises the Company that the total number of the Company’s securities being offered shares of Common Stock requested to be included in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in exceeds the number of shares of Common Stock or Registrable Securities to which can be registered pursuant to clauses sold in such offering, the Company will include in such registration in the following priority: (i) and first all shares of Common Stock the Company proposes to sell; (ii) abovesecond, up to the full number of applicable Registrable Shares requested to be included in such reduction shall registration which, in the opinion of such managing underwriter, can be made within each tranche sold without adversely affecting the price range or probability of success of such offering, allocated among the Holders requesting registration on a pro rata basis and (based upon iii) third, if such Piggyback Registration Statement is being used to register shares of the aggregate Company's Common Stock held by other holders of registration rights, up to the full number of applicable Registrable Shares and such other shares of Common Stock, other than the underwritten primary shares of Common Stock requested to be included in such registration, which, in the opinion of such managing underwriter, can be sold without adversely affecting the price range or Registrable Securities held by profitability of success of such offering, allocated among the holders in each such tranche)of registration rights requesting registration on a pro rata basis.

Piggyback Registration. If (a) In the event that the Company at any time proposes to register any of its Common Stock Stock, any other of its equity securities or securities convertible into or exchangeable for its equity securities (collectively, including Common Stock, “Other Securities”) under the Securities Act 1933 Act, whether or not for sale for its own account, in a manner that would permit registration of Registrable Securities for sale for cash to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities 1933 Act) or their then equivalents relating , it shall prior to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly as all Holders in the aggregate beneficially own less than 1,000,000 Registrable Securities (as adjusted for stock splits, combinations, recapitalizations and the like), give prompt written notice to the Holders each Holder of its intention to effect do so and of the rights of such registrationHolder under this Section 2.02. Subject to the terms and conditions hereof, such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable Securities as such Holder may request. Upon the written request of any such Holder given made within 30 10 days after the receipt by such Holder of such noticethe Company’s notice (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), the Company will, subject to the limits contained in this Section 3, shall use its reasonable best efforts to cause effect, in connection with the registration of the Other Securities, the registration under the 1933 Act of all Registrable Securities of such Holder that such Holder which the Company has been so requests requested to be registered under the Securities Act and qualified for sale under any state blue sky lawregister, all to the extent required to permit the disposition (in accordance with such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter intended methods thereof) of the Company’s securities being offered Registrable Securities so requested to be registered. Notwithstanding the immediately preceding sentence, in an underwritten public offering pursuant the event that the holders of the Other Securities intend to distribute the Other Securities covered by such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability means of the offeringan underwriting, the Company may reduce the amount offered for the accounts right of Selling Stockholders (including any Holders) Holder to a number reasonably deemed satisfactory by include all or any portion of its Registrable Securities in such managing underwriter; and provided, further, that the securities to be excluded registration shall be determined conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the following sequence: (i) first, securities held by underwriting to the extent provided herein. All Holders proposing to distribute all of any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, portion of their Registrable Securities and securities held through such underwriting shall enter into an underwriting agreement in customary form (for secondary sales by any Persons having contractual incidental selling stockholders) with the underwriter or “piggy back” registration rights pursuant to an agreement which is not this Agreementunderwriters. If there is a reduction in In addition, notwithstanding the number of shares of Common Stock or third preceding sentence, no Holder may request that its Registrable Securities to be registered included in such registration shall be disposed of pursuant to clauses (i) and (ii) above, a Rule 415 Offering if the Other Securities included in such reduction shall be made within each tranche on registration are not being disposed of pursuant to a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)Rule 415 Offering.

Piggyback Registration. If the Company Company, at any time after consummation of a Public Offering, proposes to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person (other than Holders, other than pursuant to a registration statement on Form forms S-4 or Form S-8 (each as promulgated under the Securities Act) S- 8, or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuccessor forms), each such time it the Company will promptly give written notice to the Holders each Stockholder of its intention to effect such registrationdo so. Upon the written request of any such Holder given a Stockholder received by the Company within 30 days after receipt the giving of any such notice by the Company, to register such number of shares of Restricted Stock owned of record or beneficially by such Holder of Stockholder specified in such noticewritten request, the Company will, subject to the limits contained in this Section 3, will use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder the Restricted Stock as to which registration shall have been so requests requested to be registered under included in the Securities Act and qualified for sale under any state blue sky lawshares of Common Stock to be covered by the registration statement proposed to be filed by the Company, all to the extent required requisite to permit the Transfer by each Stockholder (in accordance with his, her or its written request) of such sale Restricted Stock once so registered. In the event that any registration pursuant to this Section 8.1 shall be, in whole or other disposition of said Registrable Securities; providedin part, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectivelyof Common Stock, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Restricted Stock requested to be included in such an underwriting may be reduced if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the shares of Common Stock or Registrable Securities to be registered pursuant sold by the Company or any other Person therein. In the event such a reduction is necessary, (1) the Stockholders requesting to clauses (i) and (ii) above, such sell Restricted Stock in the public offering shall bear the reduction shall be made within each tranche on a pro rata basis (basis, based upon on the aggregate number of shares of Common Restricted Stock each such Stockholder requested to offer for sale in the underwritten public offering, or Registrable Securities (2) a Stockholder may elect to withdraw from such registration all shares of Restricted Stock held by him, her or it as to which registration was requested. Notwithstanding the holders foregoing provisions, the Company may withdraw any registration statement referred to in each such tranche)this Section 8.1 without thereby incurring any liability to any Stockholder.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for (except pursuant to a demand by the account Holders under Section 2 hereof, which demand registration shall be governed by the terms of another Person other than Holderssaid Section 2, other than and except with respect to any registration statement on Form S-4 X-0, X-0 or Form S-8 any other form not available for registering the Registrable Securities for sale to the public) (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansa "Piggy-Back Registration"), each such time it will promptly give written notice to the Holders each holder of Registrable Securities of its intention to effect such registration. Upon the written request of any such Holder holder of Registrable Securities given within 30 thirty (30) days after receipt by such Holder holder of such notice, the Company will, subject to the limits contained in this Section 3, use its commercially reasonable best efforts to cause all up to twenty percent (20%) of the Registrable Securities of such Holder holder that such Holder holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; providedPROVIDED, howeverHOWEVER, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s 's securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “"Selling Stockholders”") is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holdersholders of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and providedPROVIDED, furtherFURTHER, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “"piggy back” " registration rights, and (ii) second, Registrable Securities and securities held by any other Persons (other than Persons holding Registrable Securities) having contractual incidental or "piggyback" registration rights subordinate in priority to the registrations rights granted to the Holders hereunder, (iii) third, Registrable Securities held by the Holders or securities held by other Persons having contractual incidental or “piggy back” "piggyback" registration rights pursuant equal in priority to an agreement which is not this Agreementthe registrations rights granted to the Holders hereunder and (iv) fourth, securities held by any other Persons (other than Persons holding Registrable Securities) having contractual incidental or "piggyback" registration rights superior in priority to the registrations rights granted to the Holders hereunder. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and ), (ii), (iii) or (iv) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranchetranche and subject to the priorities set forth in the preceding sentence).

Piggyback Registration. If the Company in its discretion at any time (other than pursuant to Section 2) proposes to register any of its Common Stock securities under the Securities Act for sale to the public either public, whether for its own account or for the account of another Person other than Holders, other than security holders or both (except with respect to registration statements on Form Forms S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansS-8), each such time it will promptly give written notice to the Holders such effect to all holders of its intention outstanding Registrable Securities at least 30 days prior to effect such registrationfiling. Upon the written request of any such Holder given holder, received by the Company within 30 days after receipt the giving of any such notice by such Holder the Company, to register any of such noticeits Registrable Securities, the Company will, subject to will cause the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder as to which registration shall have been so requests requested to be registered under included in the Securities Act and qualified for sale under any state blue sky lawsecurities to be covered by the registration statement proposed to be filed by the Company, all to the extent required requisite to permit such the sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter holder of such Registrable Securities so registered. Notwithstanding the Company’s securities being offered foregoing, in the event that any registration pursuant to this Section 3 shall be, in whole or in part, an underwritten public offering pursuant of Common Stock, the number of Registrable Securities to be included in such registration statement an underwriting may be reduced (pro rate among the requesting holders and the Placement Agent (as defined in the Memorandum) and its assigns based upon the number of Registrable Securities requested to be registered by them) of and to the extent that the amount managing underwriter shall be of the good faith opinion that such inclusion would reduce the number of shares to be sold offered by persons the Company, provided that such number of Registrable Securities shall not be reduced if any shares of Common Stock are to be included in such underwriting for the account of any person other than the Company (collectivelyCompany, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting Placement Agent and its assigns or requesting holders of Registrable Securities. Notwithstanding the marketability of the offeringforegoing provisions, the Company may reduce the amount offered for the accounts of Selling Stockholders (including withdraw any Holders) registration statement referred to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities in this Section 3 without thereby incurring any liability to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)of Registrable Securities.

Piggyback Registration. If the Company at any time and from time to time the Company proposes to register any of its Common Stock Shares or other securities under the Securities Act for sale to the public either for its own account or for the account of another Person (other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Actpursuant to ss. 11.1) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition an underwritten public offering of any entity or business or equity securities issuable in connection with stock option such Shares or other employee benefit planssecurities, each such time it will the Company shall promptly give written notice to the Holders of its intention to effect such registrationdo so. Upon the written request of a Holder, given within 10 days after receipt of any such Holder given within 30 days after receipt by such Holder of such noticenotice from the Company, the Company will, subject to the limits contained shall in this Section 3, each instance use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests Holder's Warrants, Underlying Shares or Shares to be registered under the Securities Act and registered or qualified for sale under any state blue sky securities law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the obligation to give such notice and to use such best efforts shall not apply to any registration (a) on Form S-8 (or any successor form), (b) in connection with dividend reinvestment plans, or (c) for the purpose of offering registered securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or capital stock of such entity or in connection with a merger, consolidation, combination or similar transaction with such entity. In connection with any underwritten offering of securities on behalf of the Company is advised in writing in good faith by the managing underwriter or any holders of the Company’s securities being offered 's securities, the Company shall not be required to include any Underlying Shares or Shares held by a Holder unless such Holder agrees to reasonable and customary terms of the underwriting, and the Company will include in an underwritten public offering pursuant to such registration statement that the amount (a) first, securities offered to be sold by persons other than the Company and by any holder of demand registration rights exercising such rights, (collectivelyb) second, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting Warrants, Underlying Shares and Shares held by any Holder requesting piggyback registration rights or by Xxxx X. Xxxxxxx pursuant to the marketability Warrant dated March 24, 1998 (in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering), and (c) third, any other securities requested to be included in such registration (in such quantity as will not, in the written opinion of the underwriters, jeopardize the success of the offering). With respect to any securities included in a registration pursuant to clause (b) of the preceding sentence, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” Holders requesting piggyback registration rights, on the one hand, and Xxxx X. Xxxxxxx, on the other hand, shall be entitled to register an equal number of securities; provided, however, that any limitation placed on the number of securities that may be registered by Xxxx X. Xxxxxxx (iibecause of his status as an insider, or otherwise) second, Registrable Securities and securities held by shall not adversely affect Holders. The Company will not grant any Persons having contractual incidental or “piggy back” registration rights which conflict with the Holders' rights pursuant to an agreement which is not this Agreementss. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)11.

Piggyback Registration. If the Company at any time Corporation proposes to register file (including in a U.S. Initial Public Offering or a Canadian Initial Public Offering), with (i) one or more Canadian Securities Commissions, a preliminary prospectus or a Shelf Supplement or (ii) a registration statement with the SEC (other than a registration statement on Form S-4, Form X-0, Xxxx X-0, Form F-8 or Form F-80 or any successor forms thereto or any registration statement filed solely in connection with an exchange offer or any employee or dividend reinvestment plan) relating to an offering of its Common Stock under the Securities Act for sale to the public either Shares, whether for its own account or for the account of another Person other than Holderssecurityholders or both, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly shall give written notice to the Holders of its intention to effect do so no less than 15 Business Days prior to the anticipated filing date. If the Corporation receives a "bought deal" letter (which for purposes of this Section 2.2 means a fully underwritten commitment from an underwriter or underwriters of recognized national status in Canada) relating to an offering of Common Shares, such registrationnotice period and all obligations of the Holder for purposes of this Section 2.2 shall be abridged to two Business Days following the date on which written notice is given by the Corporation to the Holder. Upon the written request of any such Holder given within 30 days received by the Corporation no later than the fifth Business Day after receipt by such Holder of the notice sent by the Corporation (unless such noticetime period is abridged as provided in Section 2.2(a), in which case each Holder will have one Business Day to respond to such notice sent by the Corporation) to register or include in the securities offered by the preliminary prospectus, Shelf Supplement or registration statement, as applicable, on the same terms and conditions as the securities otherwise being sold pursuant to such preliminary prospectus, Shelf Supplement or registration statement, any of its Registrable Securities (which request shall state the intended method of disposition thereof) (each a "Piggyback Notice"), the Company will, subject to the limits contained in this Section 3, Corporation shall use its commercially reasonable best efforts to cause all the Registrable Securities of as to which such Holder that such Holder so requests request relates to be registered under included in the Securities Act securities to be covered by the preliminary prospectus, Shelf Supplement or registration statement proposed to be filed by the Corporation, on the same terms and qualified for sale under conditions as any state blue sky lawsimilar securities included therein, all to the extent required requisite to permit such the sale or other disposition by each Holder of said such Registrable Securities (the "Piggyback Registration Rights"). Notwithstanding the foregoing, the Corporation may at any time prior to the filing of a final prospectus, Shelf Supplement or the effectiveness of such registration statement, in its sole discretion and without the consent of any Holder, abandon the proposed offering in which any Holder had requested to participate. The Holders shall, subject to the last sentence of this Section 2.2(b), reduce or eliminate, on a pro rata basis, the number of Registrable Securities they wish to be included in such preliminary prospectus, Shelf Supplement or registration statement if and to the extent that in the opinion of the lead underwriters or lead agents, as applicable, such inclusion would materially and adversely affect the successful marketing of the securities (including the Registrable Securities; provided, however, that if ) proposed to be sold therein. From and after the Company is advised in writing in good faith by date of this Agreement and until the managing underwriter Investor and its Permitted Transferees do not own at least [ten percent] of the Company’s securities being offered equity interests in the Corporation or in any successor or assignee resulting from the arrangement, amalgamation, consolidation, merger or sale of all or substantially all of the assets of the Corporation, the Corporation shall not grant any Piggyback Registration Rights or similar rights to any Person unless such rights are expressly made subject to the prior right of Holders hereunder to include any or all of their Registrable Securities before such other Person includes any Common Shares in any preliminary prospectus, Shelf Supplement or registration statement relating to an underwritten public offering pursuant or offering with respect to such which, in the opinion of the lead underwriters or lead agents, as applicable, the inclusion in the offering of all Common Shares requested to be included in the preliminary prospectus, Shelf Supplement or registration statement that by all Persons holding prospectus qualification and registration rights would materially and adversely affect the amount successful marketing of the securities (including the Registrable Securities) to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreementsold. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered included in a preliminary prospectus, Shelf Supplement or registration statement is to be reduced as provided above (but not eliminated), the allocation of Registrable Securities to the participating Holders shall be made in proportion to the respective numbers of Common Shares specified in their respective written requests. Short-Form Prospectus Qualification Forthwith following the completion (within the meaning of Section 2.1(a)(i)) of a Canadian Initial Public Offering and the listing of the Registrable Securities on a Short Form Eligible Exchange, the Corporation shall take all steps necessary to be qualified to file a prospectus pursuant to clauses the requirements of National Instrument 44-101 – Short Form Prospectus Distributions or any successor rule, regulation or similar instrument established from time to time ("NI 44-101"), including but not limited to the filing of a notice of intention to be qualified to file such a prospectus in accordance with Section 7.4 of NI 44-101. If, at the time a Request Notice is delivered or at the time that a Piggyback Notice is given, the Corporation meets the eligibility criteria to file a prospectus pursuant to the requirements of NI 44-101, the Corporation will, subject to Section 2.4, effect such Request Notice or Piggyback Notice by way of a short form prospectus prepared pursuant to NI 44-101. Shelf Qualification15 At any time following the completion (within the meaning of Section 2.1(a)(i)) of a Canadian Initial Public Offering and the listing of the Registrable Securities on a Short Form Eligible Exchange, the Corporation shall, as promptly as practicable upon receipt of a Request Notice from the Initial Requesting Holder: file and obtain a receipt for a preliminary short form base shelf prospectus (the "Base Shelf Prospectus") pursuant to the shelf prospectus provisions of National Instrument 44-102 – Shelf Distributions or any successor rule, regulation or similar instrument established from time to time ("NI 44-102") to qualify the Distribution of all of the Initial Requesting Holder's Registrable Securities in all the provinces and territories where the Corporation is then a reporting issuer; file and obtain a receipt for a final Base Shelf Prospectus in those jurisdictions described in (i) above; and use commercially reasonable efforts to keep the Base Shelf Prospectus continuously effective and, prior to the expiry of the initial Base Shelf Prospectus and until the termination of the Investor's Demand Registration Rights, file and maintain in effect successive Base Shelf Prospectuses thereto. The Corporation shall satisfy any request pursuant to Section 2.1(a)(i) at a time that a Base Shelf Prospectus is effective by filing a prospectus supplement to the Base Shelf Prospectus (iia "Shelf Supplement") abovein the English and, if required, French languages, with the Canadian Securities Commissions in which a Base Shelf Prospectus has been filed in accordance with NI 44-102 as soon as practicable and in any event no later than the fifth trading day after such reduction request is received by the Corporation and shall take all other steps and proceedings that may be made within each tranche on a pro rata basis (based upon necessary in order to qualify the aggregate number of shares of Common Stock or Registrable Securities held under applicable Canadian Securities Laws. At any time following the completion (within the meaning of Section 2.1(a)(ii)) of a U.S. Initial Public Offering, in the event that the Corporation is eligible to use a Registration Statement on Form S-3 or Form F-3, the Corporation shall, as promptly as practicable upon receipt of a Request Notice from the Initial Requesting Holder: file a Form S-3 or Form F-3 registration statement with the SEC in respect of the Initial Requesting Holder's Registrable Securities; [use its best/reasonable efforts to] cause such registration statement to be declared effective [as soon as practicable thereafter/within [] days thereafter]; and comply with the applicable provisions of this Agreement. The Corporation shall satisfy any request pursuant to Section 2.1(a)(ii) at a time the Corporation is eligible to use a U.S. Registration Statement on Form S-3 or Form F-3 by the holders in each such tranche)utilizing Form S-3 or Form F-3.

Piggyback Registration. If (but without any obligation to do so) the Company at any time proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its Common Stock stock or other securities under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration on any acquisition form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of any entity the Registrable Securities or business or equity a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities issuable in connection with stock option or other employee benefit planswhich are also being registered), each such time it will the Company shall promptly give each Holder written notice to the Holders of its intention to effect such registration. Upon the written request of any such each Holder given within 30 20 days after receipt by such Holder mailing of such noticenotice by the Company in accordance with Section 4.5, the Company willshall, subject to the limits contained in provisions of this Section 3Section, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Act all of the Registrable Securities Act and qualified for sale under any state blue sky law, all that each such Holder has requested to the extent required to permit such sale or other disposition of said Registrable Securitiesbe registered; provided, however, that if the Company is advised in writing in good faith by the underwriter managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement delivers written notification to the Company that in the underwriter's sole discretion market or economic conditions limit the amount of securities which may be expected to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offeringsold, the underwriter may limit or exclude all Registrable Securities and securities offered by Holders from the registration and underwriting. The Company may reduce shall so advise all Holders of securities requesting registration, and the amount offered for the accounts number of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, shares that the securities are entitled to be excluded included in the registration shall be determined allocated in the following sequenceorder: (i) first, to the Company for all securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and being sold for its own account; (ii) second, to all Investors holding Registrable Securities for which registration is requested; and finally (iii) to shareholders with respect to securities held of the Company that are not Registrable Securities, provided, however, that the Company shall not limit the amount of Registrable Securities to be included in such registration under this Section 1.3 to less than 25% of the total number of securities to be included in such registration. The Company shall not be required under this Section 1.3 to include any of the Holders' securities in an underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by any Persons having contractual incidental it (or “piggy back” registration rights pursuant by other persons entitled to an agreement which is select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not this Agreementjeopardize the success of the offering by the Company. If there is a reduction in any person does not agree to the terms of any such underwriting, said person shall be excluded from the underwriting upon written notice from the Company or the underwriter. If any shares are excluded from the registration and if the number of shares of Common Stock or Registrable Securities to be registered pursuant included in such registration was previously reduced as a result of marketing factors, the Company shall then offer to clauses (i) and (ii) aboveall persons who have retained the right to include securities in the registration the right to include additional securities in an aggregate amount equal to the number of shares excluded, with such reduction shall shares to be made within each tranche allocated among the persons requesting additional inclusion on a pro rata basis (based upon consistent with the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)allocation provisions set forth above.

Piggyback Registration. If the Company Sunair at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public either public, whether for its own account or for the account of another Person other than Holders, other than security holders or both (except with respect to registrations statements on Form S-4 X-0, Xxxx X-0 or Form S-8 (each as promulgated under another form not available for registering restricted stock for sale to the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice to the Holders Shareholders of its intention so to effect such registrationdo. Upon the written request of any such Holder Shareholder, given within 30 20 days after receipt by such Holder the date of any such notice, the Company willto register any of its Sunair Common Stock, subject to the limits contained in this Section 3, Sunair will use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder the Sunair Common Stock as to which registration shall have been so requests requested to be registered under included in the Securities Act securities to be covered by the registration statement proposed to be filed by Sunair, and qualified for sale under any state blue sky law, all to the extent required to permit such the sale or other disposition by the Shareholder (in accordance with its written request) of said Registrable Securitiessuch Sunair Common Stock so registered. Sunair may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the Shareholders. The number of shares of Sunair Common Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders) if and to the extent that the managing underwriter (if applicable) shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by Sunair therein. Notwithstanding anything to the contrary contained in this Section 11.4, in the event that there is an underwritten offering of securities of Sunair pursuant to a registration covering Sunair Common Stock and a Shareholder does not elect to sell his, her or its Sunair Common Stock to the underwriters of Sunair securities in connection with such offering, such Shareholder shall refrain from selling such Sunair Common Stock not registered pursuant to this Section 11.4 during the period of distribution of Sunair's securities by such underwriters for the period in which the underwriting syndicate participates in the after market; provided, however, that if the Company is advised such holder shall, in writing any event, be entitled to sell its Sunair Common Stock in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to connection with such registration statement that commencing on the amount to be sold by persons other than 120th day after the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability effective date of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)statement.

Piggyback Registration. If Following the initial public offering of the Company’s equity securities, if the Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public either for its own account or for the account of another Person (other than Holdersa registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, other than or a registration statement on Form S-4 X-0, X-0 or Form S-8 (each as promulgated under another form not available for registering the Registrable Securities Act) or their then equivalents relating for sale to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansthe public), each such time it will promptly give written notice at the applicable address of record to the Holders each holder of Registrable Securities of its intention to effect do so at least 30 days prior to the filing of such registrationregistration statement. Upon the written request of any of such Holder holders of the Registrable Securities, given within 30 ten (10) days after receipt by such Holder Person of such notice, the Company willshall, subject to the limits contained in this Section 34, use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests the requesting holders to be registered under the Securities Act and qualified for sale under any state securities or “blue sky sky” law, all to the extent required to permit such sale or other disposition of said their Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons Persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which that can be offered without adversely affecting the marketability of the offering, the Company may may, subject to the next following sentence, reduce the amount offered for the accounts of Selling Stockholders (including any Holderssuch holders of shares of Registrable Securities) to a number reasonably deemed satisfactory necessary by such managing underwriter; . The amount of Registrable Securities of selling Investors shall not be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, and provided, further, that the securities any shares to be excluded shall be determined in the following sequenceorder of priority: (i) first, securities held by any Persons not having any contractual such contractual, incidental or “piggy backpiggyback” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy backpiggyback” registration rights pursuant to an agreement which is not other than this Agreement. If there is , and (iii) a reduction in portion of the number of shares of Common Stock or Registrable Securities sought to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a included by the holders thereof as determined pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)holders.

Piggyback Registration. If the Company Company, at any time pursuant to Section 2.1(a) or otherwise after consummation of the Initial Public Offering, proposes or is required to use its best efforts to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person (other than Holders, other than pursuant to a registration statement on Form Forms S-4 or Form S-8 (each as promulgated under the Securities Act) S-8, or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuccessor forms), each such time it the Company will promptly give written notice to the Holders each Stockholder of its intention to effect such registrationdo so. Upon the written request of a Stockholder received by the Company within 21 days after the giving of any such Holder given within 30 days after receipt notice by the Company, to register such number of shares of Restricted Stock owned of record or beneficially by such Holder of Stockholder specified in such noticewritten request, the Company will, subject to the limits contained in this Section 3, will use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder the Restricted Stock as to which registration shall have been so requests requested to be registered under included in the Securities Act and qualified for sale under any state blue sky lawshares of Common Stock to be covered by the registration statement proposed to be filed by the Company, all to the extent required requisite to permit the Transfer by each Stockholder (in accordance with his, her or its written request) of such sale Restricted Stock once so registered. In the event that any registration pursuant to this Section 2.1 shall be, in whole or other disposition of said Registrable Securities; providedin part, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant of Common Stock, the number of shares of Restricted Stock requested to be included in such registration statement an underwriting may be reduced if and to the extent that the amount managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the shares of Common Stock to be sold by persons other than the Company or any other Person therein. In the event such a reduction is necessary, (collectivelya) if the registration is being made upon the demand of the Initiating Stockholders pursuant to Section 2.1(a), “Selling then the first priority in such registration shall be given to Restricted Stock owned by the Stockholders (including the Initiating Stockholder(s)) who request to participate in such registration pursuant to Sections 2.1(a) or 2.1(b) (on a pro rata basis in accordance with the number of shares of Restricted Stock on a Fully-Diluted Basis owned by such Stockholders”), and second priority shall be given in such registration to any shares of Restricted Stock that the Company desires to issue on its own account; and (b) if the registration is being made on the Company's account, then the first priority in such registration shall be given to shares of Common Stock that the Company desires to issue on its own account, and second priority shall be given to Restricted Stock owned by the Stockholders who request to participate in such registration pursuant to Section 2.1(b) (on a pro rata basis in accordance with the number of shares of Restricted Stock on a Fully-Diluted Basis owned by such Stockholders). A Stockholder may elect to withdraw from a registration in which the Stockholder requested to participate pursuant to Section 2.1(b) all shares of Restricted Stock held by him, her or it as to which registration was requested. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2.1 without thereby incurring any liability to any Stockholder if such withdrawal otherwise complies with the terms of Section 2.1(a). If any registration pursuant to this Section 2.1(b) is greater than the amount which can be offered without adversely affecting the marketability of the an underwritten offering, the Company and the Stockholders participating in such offering shall enter into a customary underwriting agreement with the underwriter(s) administering the offering. A Stockholder may reduce the amount offered for the accounts of Selling Stockholders (including not participate in any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: piggyback registration without (i) first, agreeing to sell securities held on the basis provided in the underwriting arrangements approved by any Persons not having any contractual incidental or “piggy back” registration rightsthe Company, and (ii) secondcompleting all questionnaires, Registrable Securities powers of attorney, indemnities, underwriting agreements and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held other documents reasonably required by the holders in each such tranche)underwriting arrangements.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public either except with respect to registration statements on Forms S-4, X-0 xx another form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice as contemplated by Section 8(a) at the applicable address of record to each Holder of Registrable Securities as indicated on Exhibit A hereto, or such other address of which any Holder shall notify the Holders Company in writing, of its intention to effect such registrationdo so. Upon the written request of any such Holder given Holders of the Registrable Securities received by the Company within 30 twenty (20) days after receipt by such Holder Person of such notice, the Company will, subject to the limits contained in this Section 32, use its commercially reasonable best efforts to cause all such number of Registrable Securities of such Holder that such Holder so requests said requesting Holders to be registered under the Securities Act and qualified for sale under any state blue sky lawlaw in connection with such registration for the period such registration remains effective, all such period to be determined by the extent required to permit such sale or other disposition of said Registrable SecuritiesCompany in its sole discretion; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s 's securities being offered in an underwritten a public offering pursuant to such registration statement statement, or if the Company's Board of Directors otherwise determines in good faith based on the written advice of an investment banker, that the amount to be sold by persons other than the Company (collectively, “"Selling Stockholders”") is greater than the amount which can be offered without adversely affecting the marketability of offering or the offeringtrading market for the Company's Common Stock, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any HoldersHolders of shares of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that underwriter or the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this AgreementBoard. If there is a reduction in any limitation of the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche).Registrable

Piggyback Registration. If (a) Except as set forth in Section 2.2 (b), as, if and when the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public either public, whether for its own account or for the account of another Person other security holders or both on a form that would also permit the registration of the Registrable Securities (other than Holders, other than registrations on Form S-4 S-8, or any successor form, or Form S-8 S-4, or any successor form) (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansan "Eligible Registration), each such time it will promptly give written notice to the Holders holders of Registrable Securities (the "Holders") of its intention so to effect such registrationdo. Upon the written request of a Holder received by the Company within 20 days after the giving of any such Holder given within 30 days after receipt notice by the Company, to register such number of shares of Registrable Securities held by such Holder of specified in such noticewritten request, the Company will, subject to will cause the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder as to which registration shall have been so requests requested to be registered under included in the Securities Act and qualified for sale under any state blue sky lawsecurities to be covered by the registration statement proposed to be filed by the Company with respect to such Eligible Registration, all to the extent required requisite to permit such the sale or other disposition by such Holder (in accordance with its written request) of said such Registrable Securities; providedSecurities so registered. In the event that any Eligible Registration pursuant to this Section 2.2 shall be, howeverin whole or in part an underwritten offering of Common Stock (an "Underwritten Offering"), the number of --------------------- shares of Registrable Securities to be included in such an underwriting may be reduced if and to the extent that if the Company is advised in writing in good faith by the managing underwriter shall be of the Company’s opinion that such inclusion would materially adversely affect the marketing of the securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) therein. In the event such a reduction is greater than the amount which can be offered without adversely affecting the marketability of the offeringnecessary, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche borne first by holders of securities that are not Registrable Securities pursuant to this Agreement, and if a further reduction is necessary in the judgment of the managing underwriter, then holders proposing to sell Registrable Securities in the Underwritten Offering shall bear the reduction on a pro pro-rata basis (basis, based upon on the aggregate number of shares of Common Stock or Registrable Securities held by that each holder proposed to offer for sale in the holders Underwritten Offering. Notwithstanding the foregoing provisions, the Company may for any reason and without the consent of the Holders in each such tranche)good faith withdraw any registration statement referred to in this Section 2.2 without thereby incurring any liability to the Holders.

Piggyback Registration. If If, prior to the Company at any time fifth anniversary of the date of this Agreement, CST proposes to register any file a Registration Statement for the offer and sale of its CST Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person (other than Holders(i) a universal Shelf Registration Statement, other than (ii) a Registration Statement on Form S-8, (iii) a Registration Statement on Form S-4 or Form S-8 (each as promulgated similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iv) or their then equivalents relating to equity securities to be issued solely a Registration Statement filed in connection with any acquisition dividend reinvestment or similar plan, (v) a Registration Statement filed for the sole purpose of any offering securities to another entity or business or equity securities issuable its security holders in connection with stock option the acquisition of assets or other employee benefit planssecurities of such entity or any similar transaction or (vi) a Registration in which the only CST Common Stock being registered is CST Common Stock issuable upon conversion of debt securities that are also being registered) (a “CST Public Sale”), CST shall promptly notify each such time it will promptly give written notice to of the Holders of its intention to effect such registration. Upon proposal reasonably in advance of (and in any event at least 15 days before) the written request of any such Holder given within 30 days after receipt by such Holder anticipated initial filing date of such notice, Registration Statement (the Company will, subject “Piggyback Notice”). The Piggyback Notice shall offer the Holders the opportunity to include for registration in such Registration Statement the number of shares of CST Common Stock constituting Registrable Securities as they may request (a “Piggyback Registration”). Subject to the limits contained limitations set forth in paragraph (a) of this Section 32.1, use its reasonable best efforts to cause all CST shall include in each such Piggyback Registration such Registrable Securities for which CST has received a Piggyback Request within ten Business Days after mailing of such Holder that such Holder so requests to be registered under the Securities Act and qualified Piggyback Notice for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securitiesinclusion therein; provided, however, that if if, at any time after giving written notice of its intention to Register any securities and prior to the Company is advised in writing in good faith by the managing underwriter effective date of the Company’s securities being offered Registration Statement filed in an underwritten public offering pursuant connection with such Registration, CST shall determine for any reason not to such registration statement that the amount Register or to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability delay Registration of the offeringCST Public Sale, CST may, at its election, give written notice of such determination to each such Holder and, thereupon, (x) in the Company may reduce case of a determination not to Register, shall be relieved of CST’s obligation to Register any Registrable Securities in connection with such Registration and (y) in the amount offered case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the accounts same period as the delay in Registering such other shares of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined CST Common Stock in the following sequence: (i) first, securities held by any Persons CST Public Sale. If a Holder decides not having any contractual incidental or “piggy back” registration rights, and (ii) second, to include all of its shares of CST Common Stock constituting Registrable Securities and securities held in any Registration Statement thereafter filed by CST, such Holder shall nevertheless continue to have the right to include any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) abovein any subsequent Registration Statement filed by CST for a CST Public Sale, such reduction shall be made within each tranche on a pro rata basis (based all upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)terms and conditions set forth herein.

Piggyback Registration. If (a) In the event that the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public either Stock, any other of its equity securities or securities convertible into or exchangeable for its own account or for the account of another Person other than Holdersequity securities (collectively, other than on Form S-4 or Form S-8 (each as promulgated including Common Stock, “Other Securities”) under the Securities Act) , whether or their then equivalents relating not for sale for its own account, in a manner that would permit registration of Registrable Stock for sale for cash to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansthe public under the Securities Act, each such time it will promptly shall so long as Holders own Registrable Stock, give prompt written notice to the Holders Holder Representatives of its intention to effect do so and of the rights of such registrationHolder under this Section 2.04. Subject to the terms and conditions hereof, such notice shall offer each such Holder the opportunity to include in such registration statement such number of shares of Registrable Stock as such Holder may request. Upon the written request of any such Holder given made within 30 ten (10) days after the receipt by such Holder of such noticethe Company’s notice (which request shall specify the number of shares of Registrable Stock intended to be disposed of and the intended method of disposition thereof), the Company will, subject to the limits contained in this Section 3, shall use its reasonable best efforts to cause all Registrable Securities effect, in connection with the registration of such Holder that such Holder so requests to be registered the Other Securities, the registration under the Securities Act and qualified for sale under any state blue sky lawof all Registrable Stock which the Company has been so requested to register, all to the extent required to permit the disposition (in accordance with such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter intended methods thereof) of the Company’s securities being offered Registrable Stock so requested to be registered. Notwithstanding the immediately preceding sentence, in an underwritten public offering pursuant the event that the holders of the Other Securities intend to distribute the Other Securities covered by such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability means of the offeringan underwriting, the Company may reduce the amount offered for the accounts right of Selling Stockholders (including any Holders) Holder to a number reasonably deemed satisfactory by include all or any portion of its Registrable Stock in such managing underwriter; and provided, further, that the securities to be excluded registration shall be determined conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Stock in the following sequence: underwriting to the extent provided herein. All Holders proposing to distribute all or any portion of their Registrable Stock through such underwriting shall enter into an underwriting agreement in customary form (ifor secondary sales by selling stockholders) first, securities held by any Persons not having any contractual incidental with the underwriter or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)underwriters.

Piggyback Registration. If the Company at any time proposes determines to register any of its Common Stock securities under the Securities Act for sale to the public either public, whether for its own account or for the account of another Person other than Holderssecurity holders or both (except with respect to registration statements on Form S-8 or its then equivalent, other than on or in connection with a Rule 145 transaction or Form S-4 or Form S-8 its equivalent, or another form not available for registering the Registrable Shares for sale to the public), it will give prompt written notice to each holder of outstanding Registrable Shares, and each Holder who has the right to acquire Registrable Shares upon exercise of the Warrant, of its intention so to do and of the proposed method of distribution of such securities. As used herein, "Registrable Shares" means (i) all Warrant Shares that have been issued or are issuable upon exercise of this Warrant and all other warrants in substantially the same form as this Warrant that were originally issued on the Issue Date, (ii) any shares of Common Stock issued or issuable with respect to the shares of Common Stock referred to in clause (i) above upon any stock split, stock dividend, recapitalization or similar event and (iii) shares of common stock, if any, or other securities that the Holder would be entitled to receive in exchange for Common Stock in any merger, consolidation or reorganization of the Company in which the Company shall not be the surviving corporation, in each as promulgated case which are not saleable without restriction pursuant to Rule 144(k) under the Securities Act) , but excluding shares transferred or their then equivalents relating to equity otherwise disposed of in violation of the Securities Act or applicable state securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registrationlaws. Upon the written request of such holder, received by the Company within twenty days after the giving of any such Holder given within 30 days after receipt notice by such Holder the Company, to include in the registration all, but not less than all, of such noticethe Registrable Shares, the Company will, subject will cause the Registrable Shares as to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder which registration shall have been so requests requested to be registered under included in the Securities Act and qualified for sale under any state blue sky lawsecurities to be covered by the registration statement proposed to be filed by the Company (the "Registration Statement"), all to the extent required and under the conditions such registration is permitted under the Securities Act. Notwithstanding the foregoing, if the managing underwriter or underwriters participating in such offering advise the holder of Registrable Shares in writing that the total amount of securities requested to permit be included in such sale registration exceeds the amount which can be sold in (or during the time of) such offering without delaying or jeopardizing the success of the offering (including the price per share of the securities to be sold), then the amount of securities to be offered for the account of the holder of Registrable Shares and other disposition holders of said securities who have piggyback registration rights with respect thereto shall be reduced (to zero if necessary) pro rata on the basis of the number or amount of Common Stock (or the equivalent) requested to be registered by each such holder participating in such offering. The holders of Registrable SecuritiesShares shall be entitled to have such Registrable Shares included in one registration pursuant to this Paragraph 1.1; provided, however, that if in the Company is advised in writing in good faith by the managing underwriter event that not all of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities Shares requested to be registered pursuant to clauses (i) and (ii) abovefor sale are included in a registration by virtue of the preceding sentence, such reduction the holders of Registrable Shares shall be made within each tranche on a pro rata basis (based upon the aggregate entitled to have such Registrable Shares included in an unlimited number of shares of Common Stock or registrations until all such Registrable Securities held by the holders in each such tranche)Shares have been registered for sale.

Piggyback Registration. If the Company at any time Superior proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock (i) for sale to the public either for its Superior'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 for transactions traditionally registered on Forms S-4 or S-8)) or (ii) for the account of another Person other than Holdersany of its holders of Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly Superior shall give written notice of such proposed filing to the Holders Shareholders as soon as practicable (but in no event later than 30 days before the filing date), and such notice shall offer the Shareholders the opportunity to register such number of its intention to effect such registration. Upon shares of Registrable Securities as the written Shareholders may request of any such Holder given within 30 20 days after receipt by the Shareholders of Superior's notice on the same terms and conditions as Superior's or such Holder Holder's Common Stock (a "Piggyback Registration"). The Shareholders will be permitted to withdraw all or any part of such notice, the Company will, subject their Registrable Securities from a Piggyback Registration at any time prior to the limits date the Registration Statement filed pursuant to such Piggyback Registration becomes effective with the SEC. Notwithstanding anything contained in this Section 3herein, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company Piggyback Registration is advised in writing in good faith by an underwritten offering and the lead managing underwriter of the Company’s securities being offered in an underwritten public such offering pursuant delivers a written opinion to such registration statement Superior that the amount size of the offering that Superior, the First Reserve Funds, the Holders and any other Persons whose securities are proposed to be sold by persons other than the Company (collectively, “Selling Stockholders”) included in such offering is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to offering or the offering price would be excluded shall be determined materially and adversely affected, Superior will include in such Piggyback Registration in the following sequence: order of priority (i) first, all of the Registrable Securities requested by the First Reserve Funds and the Holders, on a pro rata basis based on the amount of securities held by any Persons not having any contractual incidental or “piggy back” registration rightssought to be registered, and (ii) second, Registrable Securities and the securities held proposed to be registered by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction other Persons; provided, that in no event shall the number of shares of Common Stock or Registrable Securities to be registered securities included in a Piggyback Registration for Persons pursuant to clauses Section (c)(ii) be reduced below the lesser of (i) and (ii) abovethe number of securities such Persons would be entitled to include in such Piggyback Registration if, in the event of a reduction of the size of the offering pursuant to this Section 2(c), they were entitled, notwithstanding the terms of this Section 2(c), to include their securities in such reduction shall be made within each tranche Piggyback Registration on a pro rata basis with the First Reserve Funds and the Cardinal Holders based on the amount of securities sought to be registered and (based upon ii) 20% of the aggregate number total amount of shares of Common Stock or Registrable Securities held by securities included in such offering for Persons other than Superior and the holders in each Persons, if any, demanding such tranche)registration.

Piggyback Registration. (a) If the Company at any time proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its Common Stock or other securities under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition the public offering of any entity such securities (other than pursuant to Section 2.1 hereof or business with respect to registration statements on Forms S-4 or equity S-8 relating solely to the sale of securities issuable to participants in connection with a Company stock option or other employee benefit plansplan), the Company shall, at each such time it will time, promptly give each Holder written notice to the Holders of its intention to effect such registration. Upon the written request of any such each Holder given within 30 10 days after receipt by such Holder mailing of such noticenotice by the Company in accordance with Section 4.8, the Company will, subject to the limits contained in this Section 3shall, use its commercially reasonable best efforts to cause all of the Registrable Securities of that each such Holder that such Holder so requests has requested to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said such Registrable Securities; , provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s 's securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts account of Selling Stockholders (including any Holders) the Holder to a number deemed reasonably deemed satisfactory by such managing underwriter; and provided. In any circumstance in which all or a portion of the Registrable Securities requested to be included in a registration on behalf of the Holder cannot be so included as a result of the foregoing sentence, further, that then the securities shares to be excluded shall be determined in the following follow sequence: (i) first, Registrable Securities held by the Holder (which shall be excluded or reduced among the Holder and Other Selling Stockholders requesting inclusion of securities in such registration pro rata on the basis of the number of shares of Registrable Securities and other securities held by any Persons not having any contractual incidental or “piggy back” registration rights, the Holder and such Other Selling Stockholders); (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant Senior Holders requesting inclusion in such registration; and (iii) third, securities sought to an agreement which is be registered by the Company for its own account. The Company shall not this Agreement. If there is a reduction in limit the number of shares of Common Stock or Registrable Securities to be registered included in a registration pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of this Agreement in order to include shares of Common Stock or Registrable Securities held by the holders in each such tranche)stockholders with no registration rights.

Piggyback Registration. If (a) After the First Year Lock-Up Expiration Date, if the Company at any time proposes to register any effect an Underwritten Public Offering of its Class A Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person any Stockholder (other than Holders(i) pursuant to the IPO Follow-On Underwritten Offering, other than any Exchange Registration or Demand Registration or (ii) pursuant to a registration on Form S-4 or Form S-8 S‑8 or any successor or similar forms) (each as promulgated under a “Piggyback Registration”), the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it Company will promptly give written notice at least ten (10) business days prior to the anticipated launch of such Underwritten Public Offering to each of the H&F Holders of its and, following an AIC Demand Event, AIC, which notice shall set forth the Company’s intention to effect such registration. Upon the written request Underwritten Public Offering and the rights of any such Holder given within 30 days after receipt by such Holder each of such noticethe H&F Holders and AIC, as applicable, under this Section 3.12 and shall offer each of the H&F Holders and AIC, as applicable, the Company willopportunity to sell in such Underwritten Public Offering the number of Registrable Securities as each may request, subject to the limits contained in restrictions on Transfers herein and the provisions of this Section 33.12. Upon the request of any H&F Holder or, following an AIC Demand Event, AIC, 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 sold by such Stockholder), the Company shall use its reasonable best efforts to cause include in the Underwritten Public Offering all Registrable Securities of such that any H&F Holder that such Holder so requests or AIC have requested to be registered under the Securities Act and qualified for sale under any state blue sky law, all sell. Notwithstanding anything to the extent required contrary herein, the H&F Holders and AIC must sell their Registrable Securities pursuant to permit such sale or other disposition of said Registrable Securities; provided, however, that if this Section 3.12 to the underwriters selected by the Company is advised in writing in good faith by and on the managing underwriter of same terms and conditions as apply to the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche).

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock file a registration statement under the Securities Act for sale with respect to the public either an offering for its own account or for the account of another Person any class of its equity securities (other than Holders, other than a registration statement on Form S-4 or Form S-8 (each as promulgated or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or any successor provision) under the Securities Act) Act applies or their an offering of securities solely to the Company's existing shareholders), then equivalents relating to equity securities to be issued solely the Company shall in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly case give written notice of such proposed filing to the Holders as soon as practicable (but no later than 20 business days) before the anticipated filing date, and such notice shall offer each Holder the opportunity to register such number of its intention to effect such registration. Upon the written request shares of any Restricted Stock as such Holder given may request. Each Holder desiring to have Restricted Stock included in such registration statement shall so advise the Company in writing within 30 10 business days after receipt by such Holder the date on which the Company's notice is so given, setting forth the number of such noticeshares of Restricted Stock for which registration is requested. If the Company's offering is to be an underwritten offering, the Company willshall, subject to the limits contained in further provisions of this Section 3Agreement, use its reasonable best efforts to cause all Registrable Securities the managing underwriter or underwriters to permit the Holders of the Restricted Stock requested to be included in the registration for such offering to include such Restricted Stock in such offering on the same terms and conditions as any similar securities of the Company included therein. The right of each Holder to registration pursuant to this Section 2 in connection with an underwritten offering by the Company shall, unless the Company otherwise assents, be conditioned upon such Holder's participation as a seller in such underwritten offering and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Holder offering deliver a written opinion to the Company that either because of (a) the kind of securities that the Company, the Holders and any other persons or entities intend to include in such Holder so requests offering or (b) the size of the offering that the Company, the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) in the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares of Restricted Stock to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) Holders shall be reduced pro rata on the basis of the number of securities requested by such Holders to a number reasonably deemed satisfactory be registered and offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; underwriter or underwriters (provided that if securities are being registered and providedoffered for the account of other persons or entities in addition to the Company, further, that the securities to such reduction shall not be excluded shall be determined in the following sequence: (i) first, securities held by proportionally greater than any Persons not having any contractual incidental similar reductions imposed on such other persons or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (ientities) and (ii) abovein the event that the combination of securities to be offered is the basis of such managing underwriters opinion, (x) the Restricted Stock to be included in such registration and offering shall be reduced as described in clause (i) above or (y) if such actions would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Restricted Stock requested to be included would have on such offering, such reduction Restricted Stock will be excluded entirely from such registration and offering. Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the consent of the Company, be made within each tranche on transferred in a pro rata basis public distribution prior to the earlier of 90 days (based upon or such other shorter period of time as the aggregate number managing underwriter may require) after the effective date of shares the registration statement or 150 days after the date the Holders of Common such Restricted Stock or Registrable Securities held by the holders in each are notified of such tranche)exclusion.

Piggyback Registration. If With respect to Holder's Piggyback Right pursuant to Section 3.1, the parties agree that each time the Company at any time proposes to register file a registration statement with respect to any class of its Common Stock under the Securities Act for sale equity or equity-related security (other than in connection with an offering to the public either for its own account Company's employees or for the account of another Person other than Holdersin connection with an acquisition, other than on Form S-4 merger or Form S-8 (each as promulgated similar transaction) under the Securities Act) or their then equivalents relating to equity securities to be issued solely , in connection with any acquisition a primary registration on behalf of any entity or business or equity securities issuable the Company and/or in connection with stock option or other employee benefit plansa secondary registration on behalf of holders of such securities, each such time it the Company will promptly give prompt written notice to the Holders Holder of its intention to effect file a registration statement and will offer to include in such registration. Upon registration statement, such number of Shares with respect to which the Company has received written request of any such for inclusion therein from Holder given within 30 twenty (20) days after the receipt by such Holder of such notice, notice from the Company. The Company will, subject to the limits contained in this Section 3, will use its reasonable best efforts to cause all Registrable Securities of such Shares as requested by Holder that such Holder so requests to be registered under included in the Securities Act registration on the same terms and qualified for sale under any state blue sky law, all to conditions as the extent required to permit such sale or other disposition of said Registrable Securities; provided, howeversecurities otherwise being sold in the registration. Provided, that if in the Company is advised in writing in reasonable, good faith by written opinion of the managing underwriter the total amount of such shares to be so registered will exceed the maximum amount of the Company’s 's securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequenceeffectively marketed: (i) first, securities held by any Persons not having any contractual incidental at a price reasonably related to the then current market value of such securities; or “piggy back” registration rights, and (ii) secondwithout otherwise materially and adversely affecting the entire offering; or the total amount of such securities to be registered may jeopardize the Company's ability to gain effectiveness of such registration statement, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant then the Company shall be entitled to an agreement which is not this Agreement. If there is a reduction in reduce the number of shares Shares subject to the Piggyback Right as set forth in this Section 3.2, in the reasonable discretion of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) abovethe managing underwriter. In the event of such a reduction, such reduction shall proportionately reduce all shares of common stock which may be made within registered on behalf of each tranche holder other than any holder that had a demand right with respect to such registration.This Section is not applicable to a registration statement filed by the Company on a pro rata basis (based upon Forms S-4 or S-8 or any successor forms. For the aggregate avoidance of doubt, there is no limitation on the number of shares Piggyback Rights, and no registration pursuant to a Piggyback Right shall relieve the Company of Common Stock its obligations to effect registrations pursuant to Article One or Registrable Securities held by the holders in each such tranche)Article Two.

Piggyback Registration. If (but without any obligation to do so) the Company at any time proposes to register register, prior to July 24, 2003, with the SEC any of its the Common Stock under the Securities Act for sale to Regulations of the public either for its own account or for the account of another Person SEC (other than Holders, pursuant to a request under Section 4(a) and other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with pursuant to a stock option or other employee employee' benefit plansor similar plan, each such time it will or in connection with a merger, acquisition, or a Rule 145 transaction), the Company shall as promptly as practicable, but at least 30 days prior to the filing of the applicable registration statement, give written notice to the Holders Warrantholder of its intention to effect such registration. Upon the written request of any such Holder given If, within 30 20 days after receipt by such Holder of such noticenotice and after the Commencement Date but before the Expiration Date, the Warrantholder submits a written request to the Company specifying the amount of Registrable Stock that the Warrantholder proposes to sell, the Company willshall include the shares (but not this Warrant) specified in such request in such registration state ment (and any related qualification under blue sky laws or other compliance) and the Company shall keep each such registration statement in effect Prior to filing a registration statement pursuant to the Regulations under which the shares of Common Stock issuable upon exercise of this Warrant may be included, the Company shall give reasonable notice to the holder(s) of this Warrant or Warrant Shares and shall allow such shares of Common Stock to be. included in such registration statement subject to the limits contained following terms and conditions; (i) such shares need not be included in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act any underwritten offering if and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter determines in its best judgment that their inclusion would impair the success of the Company’s offering provided that (A) if other selling shareholders without contractual registration rights have requested registration of securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the proposed offering, the Company may will reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by or eliminate such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by selling shareholders without registration rights before any Persons not having any contractual incidental reduction or “piggy back” registration rightselimination of Registrable Stock, and (B) any such reduction or elimination (after taking into account the effect of clause (A) ) shall be pro rata to all other selling shareholders with contractual registration rights; (ii) second, Registrable Securities the Company shall bear all costs of registration and securities held by any Persons having contractual incidental sale of the shares other than underwriting discounts or “piggy back” registration rights commissions and the fees and expense (if any) of legal counsel to the holders; and (iii) the Company shall have no obligation pursuant to an agreement which this Section if at the time the registration statement is not this Agreement. If there is a reduction in proposed to be filed the number of holders may freely sell the shares of Common Stock or Registrable Securities to be registered issuable upon exercise of this Wa rrant pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number Regulations of shares of Common Stock or Registrable Securities held by the holders in each such tranche)SEC.

Piggyback Registration. (a) If the Company at any time Ascent proposes to register any of its Common Stock under the Securities Act for sale (other than on registration statements with respect to corporate reorganizations or other transactions under Rule 145 under the public either Securities Act or registration statements on Form S-8), (i) for its own account or (ii) for the account of another Person other holders of Common Stock (other than Holdersa Demand Registration pursuant to Section 3(a)), other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly Ascent shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event later than 20 days before the filing date) and such notice shall offer the Holders the opportunity to register such number of its intention to effect such registration. Upon shares of Registrable Securities as the written Holders may request of any such Holder given within 30 20 days after receipt by the Holders of Ascent's notice on the same terms and conditions as Ascent or such Holder other holders of such notice, the Company will, subject Common Stock (a "Piggyback Registration"). The Holders will be permitted to withdraw all or any part of their Registrable Securities from a Piggyback Registration any time prior to the limits date the registration statement filed pursuant to such Piggyback Registration becomes effective with the Commission. (b) Notwithstanding anything contained in this Section 3herein, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company Piggyback Registration is advised in writing in good faith by an underwritten offering and the lead managing underwriter of the Company’s securities being offered in an underwritten public such offering pursuant delivers a written opinion to such registration statement Ascent that the amount size of the offering that Ascent, the Holders and any other Persons whose securities are proposed to be included in such offering propose to make would materially and adversely affect the offering or offering price, Ascent will include in such Piggyback Registration all of the Common Stock it proposes to offer and the Common Stock proposed to be sold by persons the Holders and any other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined Persons in the following sequenceorder of priority: (i) first, all of the Registrable Securities requested by the Holders, on a pro rata basis based on the amount of securities held by any Persons not having any contractual incidental or “piggy back” registration rights, sought to be so registered and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities proposed to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)any other Persons. Section 5.

Piggyback Registration. If the Company at REIT shall file a registration statement (other than a registration statement on Form X-0, Xxxx X-0, or any time proposes to register any of its Common Stock under successor form) with the Securities Act for sale to and Exchange Commission (the public either for its own account or "Commission") for the account of another Person holders of REIT common stock other than HoldersEligible Holders while any Registrable Securities (as hereinafter defined) are outstanding, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition REIT shall give all holders of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansRegistrable Securities (each, each such time it will promptly give an "Eligible Holder" and collectively, the "Eligible Holders") at least 30 days' prior written notice to of the Holders filing of its intention to effect such registrationregistration statement. Upon the written request of any such If requested by an Eligible Holder given in writing within 30 20 days after receipt by such Holder of any such notice, the Company willREIT shall, subject to at the limits contained REIT's sole expense (other than the fees and disbursements of counsel for the Eligible Holders, and the underwriting discounts, if any, payable in this Section 3respect of the Registrable Securities sold by any Eligible Holder), use its reasonable best efforts to cause register all or, at each Eligible Holder's option, any portion of the Registrable Securities of any Eligible Holders who shall have made such Holder that request, concurrently with the registration of such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky lawother securities, all to the extent required requisite to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges or inter-dealer quotation systems, if any, on which the REIT's common stock is being sold or quoted, and will use its best efforts through its officers, directors, auditors, and counsel to cause such sale or other disposition of said Registrable Securities; providedregistration statement to become effective as promptly as practicable. Notwithstanding the foregoing, however, that if the Company is advised in writing in good faith by the managing underwriter of any such offering shall advise the Company’s securities being offered REIT in an underwritten public offering pursuant to such registration statement that writing that, in the amount opinion of the managing underwriter, the distribution of all or a portion of the Registrable Securities requested to be sold included in the registration concurrently with the securities of non-Eligible Holders to be registered by persons other than the Company (collectively, “Selling Stockholders”) is greater than REIT would materially adversely affect the amount which can be offered without adversely affecting the marketability distribution of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and the other securities held by any Persons having contractual incidental or “piggy back” proposed to be registered, the REIT will include in such registration rights pursuant first, the securities that the REIT proposes to an agreement which is not this Agreement. If there is a reduction sell, second, the Registrable Securities requested to be included in such registration pro rata among the holders of such Registrable Securities on the basis of the number of shares of Common Stock or Registrable Securities which are owned, and third, other securities requested to be registered pursuant to clauses (i) and (ii) aboveincluded in such registration. As used herein, such reduction "Registrable Securities" shall be made within each tranche on a pro rata basis (based upon mean the aggregate number of shares of Common Stock which were issued pursuant to the Merger Agreement (including any securities issuable or Registrable issued with respect thereto) and which have not been previously sold to the public pursuant to a registration statement or pursuant to Rule 144 promulgated under the Securities held by Act of 1933, as amended (the holders in each such tranche"Securities Act").

Piggyback Registration. If Each time the Company at any time proposes decides to register any of its Common Stock file a Registration Statement under the Securities Act with respect to its Common Stock, including any Registration Statement filed on behalf of stockholders of the Company exercising registration rights granted by the Company with respect to such shares, the Company shall give written notice thereof to Buyers. The Company shall include in such Registration Statement such shares of Registrable Securities for sale which it has received written requests to register such shares within ten (10) days after such written notice has been given. If in the good faith judgment of the managing underwriter in any Underwritten Offering, the inclusion of all of the shares of Registrable Securities and any other Common Stock requested to be registered by third parties holding similar registration rights would interfere with the successful marketing of a smaller number of such shares, then the number of Registrable Securities and other Common Stock to be included in the offering shall be reduced as provided herein. The Company shall advise Buyers of securities requesting registration of the underwriters' decision, and the number of shares or securities that are entitled to be included in the Underwritten Registration shall be allocated first to the public either Company for securities being sold for its own account or for and thereafter as set forth in Section 2.03 below. If any person does not agree to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition terms of any entity such underwriting, he shall be excluded therefrom by written notice from the Company or business or equity securities issuable in connection with stock option the underwriter. Any Registrable Securities or other employee benefit plans, each securities excluded or withdrawn from such time it will promptly give written notice to the Holders of its intention to effect underwriting shall be withdrawn from such registration. Upon If shares are so withdrawn from the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale registration or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant included in such registration was previously reduced as a result of marketing factors, the Company shall then offer to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares of Common Stock or Registrable Securities held by so withdrawn, with such shares to be allocated among the holders persons requesting additional inclusion in each such tranche)accordance with Section 2.03 below.

Piggyback Registration. If the Company at any time proposes or times, the Company shall propose to register any of its Common Stock or securities convertible into or exchangeable or exercisable for any of its Common Stock under the Securities Act for sale to the public either (whether in connection with a public offering of securities by the Company (a “primary offering”), a public offering of securities by stockholders (a “secondary offering”), or both, including pursuant to a demand under Section 2 hereof, as provided therein, and except (i) with respect to registration statements on Forms X-0, X-0 or another form not available for its own account registering the Registrable Securities for sale to the public, and (ii) in connection with a registration effected solely to implement an employee benefit plan or for a transaction to which Rule 145 or any other similar rule of the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated Commission under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansAct is applicable), each such time it will the Company shall promptly give written notice at the applicable address of record to the Holders each Holder of its intention to effect such registrationdo so. Upon the written request of any of such Holder Holder, given within 30 thirty (30) days after receipt by such Holder Holders of such notice, the Company willshall, subject to the limits contained in this Section 34, use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests said requesting Holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons Persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which that can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holderssuch Investors and/or Management Stockholders holding shares of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, provided further, that the securities shares to be excluded shall be determined in the following sequence: (iA) first, securities held by any Persons not having any contractual contractual, incidental or “piggy back” registration rights, and (iiB) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not other than this Agreement, (C) third, the Registrable Securities sought to be included by the Management Stockholders and the Registrable Securities sought to be included by the Investors. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (iA), (B) and or (ii) aboveC), such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranchetranche and subject to the priorities set forth in the preceding sentence). To facilitate the allocation of shares in accordance with the above provisions, the Company or the managing underwriter may round the shares allocated to any Holder to the nearest one hundred (100) shares.

Piggyback Registration. If From the date of this agreement until the second anniversary thereof, if the Company at any time proposes to register any of its Common Stock file a registration statement under the Securities Act for sale with respect to the public either an offering for its own account or for the account of another Person any class of security (other than Holders, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely successor forms thereto or filed in connection with any acquisition of any entity an exchange offer or business combination or equity an offering of securities issuable solely to the Company's existing stockholders), then the Company shall in connection with stock option or other employee benefit plans, each such time it will promptly case give written notice of such proposed filing to the Holders Buyer at least thirty days before the anticipated filing date, and such notice shall offer the Buyer the opportunity to register such number of its intention to effect such registrationshares of Common Stock of the Company as the Buyer may request. Upon the written request of any such Holder given the Buyer made within 30 twenty days after of receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, shall use its reasonable best efforts to cause all Registrable Securities the managing underwriter or underwriters of a proposed underwritten offering to permit the Buyer to include such shares in such offering on the same terms and conditions as any shares of Common Stock of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Holder offering delivers a written opinion to the Buyer that the total number of shares which it, the Company and any other persons or entities intend to include in such Holder so requests offering may adversely affect the success or offering price of such offering, then the number of shares to be registered under offered for the Securities Act and qualified for sale under any state blue sky law, all account of the Buyer shall be reduced pro rata to the extent required necessary to permit reduce the total amount of securities to be included in such sale offering to the amount recommended by such managing underwriter (or, if applicable, excluding such shares entirely), provided that if shares are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of shares intended to be offered by the Buyer than the fraction of similar reductions imposed on such other disposition persons or entities other than the Company over the amount of said Registrable Securities; securities they intended to offer. 21 In the event that the registration proposed by the Company is an underwritten primary offering of its securities and the Buyer does not sell its securities to the underwriter of the Company's securities in connection with such offering, the Buyer shall, to the extent permitted by applicable law or regulation, refrain from selling any of its securities during the period of distribution of the Company's securities by such underwriter in the primary offering and the period in which the underwriter participates in the aftermarket and for such additional period requested by the underwriter, provided, however, that if the Company is advised Buyer shall, in writing any event, be entitled to sell its securities in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to connection with such registration statement that commencing on the amount to be sold by persons other than 90th day after the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability effective date of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)statement.

Piggyback Registration. If the Company at any time proposes to register under the Securities Act, including in connection with an Initial Public Offering or Demand Registration, any of its Common Stock Units or any security convertible into or exchangeable or exercisable for Units, or if Newco at any time proposes to register under the Securities Act any equity interests in Newco or any security convertible into or exchangeable or exercisable for equity interests, in either case whether or not for sale for its own account, on a form and in a manner which would permit registration of the Registrable Securities held by a Member for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) , the Company or their then equivalents relating Newco, as applicable, shall give written notice of the proposed registration to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give Member not later than thirty (30) days prior to the filing thereof. Each such Member shall have the right to request that all or any part of its Registrable Securities be included in such registration. Each such Member shall make such a request by giving written notice to the Holders of its intention to effect such registration. Upon Company or Newco, as applicable, within ten (10) Business Days after the written request of any such Holder given within 30 days after receipt by such Holder giving of such notice, notice by the Company willor Newco, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securitiesas applicable; provided, however, that if the Company registration is advised in writing in good faith by an underwritten registration and the managing underwriter underwriters of such offering determine that the aggregate amount of securities of the Company’s securities being offered Company or Newco that the Company or Newco, as applicable, and all applicable Members propose to include in an underwritten public offering pursuant to such registration statement exceeds the maximum amount of securities that the amount to may be sold by persons other than without having a material adverse effect on the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability success of the offering, including, without limitation the Company may reduce the amount offered for the accounts selling price and other terms of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and providedoffering, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction included in the underwriting shall be made within each tranche on a allocated among the holders of Registrable Securities requesting to include Registrable Securities in such offering pro rata among all such holders on the basis (based upon of the aggregate number relative percentage of shares of Common Stock or Registrable Securities held by each of them. Registrable Securities proposed to be registered and sold pursuant to an underwritten offering for the holders in each such tranche)account of any Member shall be sold to the prospective underwriters selected or approved by the Company or Newco, as applicable, and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company or Newco, as applicable, and the prospective underwriters. The Company or Newco, as applicable, may withdraw any registration statement pursuant to this Section 10.10 at any time before it becomes effective, or postpone or terminate the offering of securities, without obligation or liability to any Member or other Person.

Piggyback Registration. If the Company at any time Corporation proposes to register any of its Common Stock file a registration statement under the Securities Act for sale with respect to the public either an offering of Common Stock for its own account or for the account of another Person (other than Holders, other than a registration statement on Form S-4 or Form S-8 or pursuant to Rule 415 (each as promulgated under or any substitute form or rule, respectively, that may be adopted by the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansCommission)), each such time it will promptly the Corporation shall give written notice of such proposed filing to the Holders at the address set forth in the share register of its intention the Corporation as soon as reasonably practicable (but in no event less than 10 days before the anticipated filing date), undertaking to effect provide each Holder the opportunity to register on the same terms and conditions such registrationnumber of shares of Registrable Common Stock as such Holder may request (a "PIGGYBACK REGISTRATION"). Upon the written request Each Holder will have five business days after receipt of any such notice to notify the Corporation as to whether any it wishes to participate in a Piggyback Registration; provided that should a Holder given within 30 days after receipt by fail to provide timely notice to the Corporation, such Holder of such notice, will forfeit any rights to participate in the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant Piggyback Registration with respect to such proposed offering. In the event that the registration statement that the amount to be sold by persons is filed on behalf of a Person other than the Company (collectivelyCorporation, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting Corporation will use commercially reasonable efforts to have the marketability shares of Registrable Common Stock that the Holders wish to sell included in the registration statement. If the Corporation shall determine in its sole discretion not to register or to delay the proposed offering, the Company may reduce Corporation may, at its election, provide written notice of such determination to the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; Holders and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) firstin the case of a determination not to effect the proposed offering, securities held by any Persons not having any contractual incidental or “piggy back” registration rightsshall thereupon be relieved of the obligation to register such Registrable Common Stock in connection therewith, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number case of shares of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Common Stock or Registrable Securities to be registered pursuant to clauses (i) for the same period as the delay in respect of the proposed offering. As between the Corporation and (ii) abovethe Selling Holders, such reduction the Corporation shall be made within each tranche on a pro rata basis (based upon entitled to select the aggregate number of shares of Common Stock or Registrable Securities held by the holders Underwriters in each such tranche)connection with any Piggyback Registration.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock or other equity securities under the Securities Act for sale to the public either public, whether for its own account or for the account of another Person other than Holders, other than shareholders or both (except with respect to registration statements on Form S-4 or Form S-8 S-4, Xxxx X-0 xx another form not available for registering the Registrable Shares for sale to the public) (each as promulgated under a "Piggyback Registration"), the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it Company will promptly (but in any event within 5 Business Days following the determination by the Company to register additional shares of Common Stock) give written notice to the all Holders of its intention to effect such registration. Upon the written request of any registration and will include in such Holder given within 30 days after receipt by such Holder of such notice, registration all Registrable Shares with respect to which the Company will, subject to has received written requests for inclusion within 5 Business Days after the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities giving of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable SecuritiesCompany's notice (a "Piggyback Registration Request"); provided, however, that if the Company is advised shall not be required to include Registrable Shares in writing in good faith the securities to be registered pursuant to a registration statement on any form which limits the amount of securities which may be registered by the managing underwriter issuer and/or selling security holders if, and to the extent that, such inclusion would make the use of such form unavailable, so long as no other shares are to be included in the Company’s securities being offered in an underwritten public offering to be registered pursuant to such the registration statement that for the amount to be sold by persons account of any person other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriterCompany; and provided, further, that the Company will only be obligated to register in the aggregate 53% of the Registrable Shares in a Piggyback Registration; provided, further, that the Company will not consummate an offering of equity securities of the Company if the Holders are not permitted to sell at least the Minimum Number of Shares in such offering. In the event that any Piggyback Registration shall be, in whole or in part, an underwritten public offering of Common Stock, any Piggyback Registration Request by a Holder shall include an agreement of such Holder that such Registrable Shares is to be excluded shall be determined included in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, underwriting on the same terms and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in conditions as the number of shares of Common Stock otherwise being sold through underwriters under such registration. The Company shall determine, in its sole discretion, whether or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon not the aggregate number proposed sale price of the shares of Common Stock or Registrable Securities held by the holders in each offered pursuant to such tranche)registration is acceptable.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock securities under the Securities Act (including, without limitation, pursuant to a demand of any stockholder of the Company exercising registration rights) for sale to the public either (except with respect to registration statements on Forms X-0, X-0 or another form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice at the applicable address of record to the Holders each holder of Registrable Securities and to each Shareholder of its intention to effect such registrationdo so. Upon the written request of any of such Holder holders of the Registrable Securities and/or any such Shareholders, given within 30 twenty (20) days after receipt by such Holder Person of such notice, the Company will, subject to the limits contained in this Section 34, use its reasonable best efforts to cause all such Registrable Securities of said requesting holders and all such Holder that such Holder so requests Common Stock of said requesting Shareholders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable SecuritiesSecurities and Common Stock so registered; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s 's securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “"Selling Stockholders”") is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holderssuch holders of shares of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, provided that the securities shares to be excluded shall be determined in the following sequenceorder of priority: (i) first, securities held by any Persons not having any contractual such contractual, incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in , (iii) securities held by the number of shares of Common Stock or Shareholders, and (iv) the Registrable Securities sought to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche included by the holders as determined on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by such holders); provided further however, that in the event the holders Registrable Securities shall have received in each such tranche)the aggregate net proceeds of at least $30 million from the previous sale of Registrable Securities, then the securities sought to be included by the Shareholders and the Registrable Securities sought to be included by the holders shall be reduced on a pro rata basis notwithstanding clauses (iii) and (iv) above.

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public either (except pursuant to a demand registration under Section 2 hereof, which demand registration shall be governed by the terms of said Section 2, and except with respect to registration statements on Forms S-4, X-0 xx any other form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice to the Holders each holder of Registrable Securities of its intention to effect such registration. Upon the written request of any such Holder holder of Registrable Securities given within 30 thirty (30) days after receipt by such Holder holder of such notice, the Company will, subject to the limits contained in this Section 34, use its commercially reasonable best efforts to cause all Registrable Securities of such Holder holder that such Holder holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s 's securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “the "Selling Stockholders”") is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holdersholders of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “"piggy back” " registration rights, and (ii) second, Registrable Securities and securities held by 7 any Persons having contractual incidental or “"piggy back” " registration rights pursuant to an agreement which is not this Agreement, and (iii) third, Registrable Securities other than those held by the Original Investors and the Series B Investors, and (iv) fourth, Registrable Securities held by the Original Investors and the Series B Investors. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and ), (ii), (iii) or (iv) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranchetranche and subject to the priorities set forth in the preceding sentence).

Piggyback Registration. If If, during the term of this Agreement, the Company at any time proposes to register file a registration statement with respect to any class of its Common Stock under the Securities Act for sale to the public either equity securities, whether (i) for its own account (other than in connection with the Registration Statement contemplated by Section 3 or a registration statement on Form S-4 or S-8 (or any successor or substantially similar form), and other than in connection with (A) an 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 (ii) for the account of another Person other than Holdersa holder of securities of the Company pursuant to demand registration rights granted by the Company (a "Requesting Securityholder"), other than for the registration of securities for sale on Form S-4 a continuous or Form S-8 delayed basis pursuant to Rule 415, then the Company shall in each case give written notice of such proposed filing to all Holders of Registrable Securities at least fifteen (each as promulgated 15) days before the anticipated filing date of any such registration statement by the Company, and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in such registration statement. Each Holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 4 shall so advise the 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 Act) for which registration is requested), and the Company shall use its commercially reasonable 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 their underwriters of any such proposed public offering advises the Company that the total amount of securities which the Holders of Registrable Securities, the Company and any other Persons intended to be included in such proposed public offering is sufficiently large to adversely affect the success of such proposed public offering, then equivalents relating to equity the amount of securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded Holders of Registrable Securities shall be determined in the following sequence: (i) firstreduced pro rata, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares securities to be offered for the accounts of Common Stock or all of the Holders of Registrable Securities held and all other holders (except the Company and the Requesting Securityholder) of securities intended to be included in such offering and the number of securities to be offered for the account of each such Holder, to the extent necessary to reduce the total amount of securities to be included in such proposed public offering to the amount recommended by such managing underwriter or underwriters before the securities offered by the holders Company or any Requesting Securityholder are so reduced. Anything to the contrary in each such tranchethis Agreement notwithstanding, the Company may withdraw or postpone a registration statement referred to in this Section 4 at any time before it becomes effective or withdraw, postpone or terminate the offering after it becomes effective without obligation to the Holder or Holders of the Registrable Securities; provided that the Company's obligations pursuant to Section 5(a)(ii), 7 and 8 shall remain effective.

Piggyback Registration. If the Company proposes to file a Registration Statement under the Act with respect to an underwritten offering of the Company's common stock at any time proposes within the period commencing one year from the date of this Agreement and ending on the earlier of (a) the second anniversary of the date of this Agreement and (b) the date of a request pursuant to register any of its Common Stock under Section 7.2 hereof to effect a Registration (i) for the Securities Act for sale to the public either for its Company's own account or for the account of another Person (other than Holders, other than a Registration Statement on Form S-4 or Form S-8 (each or any similar or substitute form that may be adopted by the SEC)) or (ii) for the account of any of its holders of common stock, then the Company shall give written notice of such proposed filing to the Holder as promulgated soon as practicable (but in no event less than 10 business days before the anticipated filing date), and such notice shall offer the Holder the opportunity to Register such number of shares of Registrable Securities as the Holder may request on the same terms and conditions as the Company's common stock. If the Company proposes to file a Registration Statement under the Act on Form S-4 to effect an offer to existing shareholders to exchange the Company's common stock not registered under the Act for common stock registered under the Act (other than pursuant to this Section 7), the Company shall offer the Holder the opportunity to exchange its Registrable Securities Act) or their then equivalents relating for common stock in such offer on the same terms and conditions as the Company's other shareholders. If the Holder exchanges Registrable Securities for the Company's common stock in such offer, such common stock shall not be deemed Registrable Securities. The Company shall not be required under this Section 7.5.5 to equity Register any of the Holder's securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter an underwritten offering of the Company’s 's securities being offered unless the Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in an underwritten public such quantity as will not, in the opinion of the managing underwriters, interfere with the successful marketing of the offering pursuant to by the Company. If the managing underwriters advise that the inclusion in such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, all Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant other holders ("Other Piggyback Securities") requested to an agreement which is not this Agreement. If there is a reduction in be registered would interfere with the successful marketing of securities that the Company proposes to offer for its own account, then all securities for sale by the Company shall first be included and the number of shares of Common Stock or Registrable Securities and Other Piggyback Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a reduced pro rata basis (based upon among all holders thereof in proportion to the aggregate number voting rights of all outstanding shares of Common Stock or Registrable Securities held by the holders in each such tranche)holders.

Piggyback Registration. If the Company If, at any time proposes to register during the 120 day period commencing on the Closing Date, the Company shall file a registration statement (other than a registration statement on Form S-4, Xxxx X-0, xx any of its Common Stock under successor form) with the Securities Act for sale and Exchange Commission (the "COMMISSION") while any Registrable Securities (as hereinafter defined) are outstanding, the Company shall give Stockholder, to the public either for its own account or for extent it then holds any Registrable Securities (the account "ELIGIBLE HOLDER") at least 30 days' prior written notice of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely filing of such registration statement. Unless the Eligible Holder notifies the Company in connection with any acquisition writing within 20 days after receipt of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticecontrary, the Company willshall, subject to at the limits contained Company's sole expense (other than the fees and disbursements of counsel for the Eligible Holder, and the underwriting discounts, if any, payable in this Section 3respect of the Registrable Securities sold by any Eligible Holder), use its reasonable best efforts to cause register all of the Registrable Securities of all Eligible Holder, concurrently with the registration of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky lawother securities, all to the extent required requisite to permit the public offering and sale of the Registrable Securities through the facilities of all appropriate securities exchanges, if any, on which the Company's Common Stock is being sold or on the over-the-counter market, and will use its best efforts through its officers, directors, auditors, and counsel to cause such sale or other disposition of said Registrable Securities; providedregistration statement to become effective as promptly as practicable. Notwithstanding the foregoing, however, that if the Company is advised in writing in good faith by the managing underwriter of any such offering shall advise the Company’s Company in writing that, in its opinion, the distribution of all or a portion of the Registrable Securities to be included in the registration concurrently with the securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold registered by persons other than the Company (collectively, “Selling Stockholders”) is greater than would materially adversely affect the amount which can be offered without adversely affecting the marketability distribution of the offering, such securities by the Company may reduce for its own account, then the amount offered for Company shall delay the accounts offering and sale of Selling Stockholders such Registrable Securities (including any Holders) to a number reasonably deemed satisfactory or the portions thereof so designated by such managing underwriter; and provided) for such period, furthernot to exceed 120 days (the "DELAY PERIOD"), that as the securities to be excluded managing underwriter shall be determined in request. As used herein, "REGISTRABLE SECURITIES" shall mean the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities owned by Stockholder on the date hereof as set forth on Schedule 1(a), which, with respect to be registered Stockholder, have not been previously sold pursuant to clauses a registration statement or Rule 144 promulgated under the Securities Act of 1933, as amended (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche"SECURITIES ACT").

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public either (except with respect to registration statements on Forms F-0, X-0 or another form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice at the applicable address of record to the Holders each holder of Registrable Securities of its intention to effect such registrationdo so. Upon the written request of any of such Holder holders of the Registrable Securities, given within 30 ten (10) days after receipt by such Holder Person of such notice, the Company will, subject to the limits contained in this Section 35, use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling StockholdersShareholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders Shareholders (including any Holderssuch holders of shares of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, provided further, that (a) in no event shall the amount of Registrable Securities of selling Investors (together with their Affiliates) be reduced below fifty percent (50%) of the total amount of securities included in such offering; and (b) any shares to be excluded shall be determined in the following sequenceorder of priority: (i) first, securities held by any Persons not having any contractual such contractual, incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in , and (iii) the number of shares of Common Stock or Registrable Securities sought to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche included by the holders thereof as determined on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such trancheholders).

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public either (except with respect to registration statements on Forms X-0, X-0 or another form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice at the applicable address of record to the Holders each holder of Registrable Securities of its intention to effect such registrationdo so. Upon the written request of any of such Holder Stockholders, given within 30 twenty (20) days after receipt by such Holder Person of such notice, the Company will, subject to the limits contained in this Section 34, use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests said requesting Stockholders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders those stockholders of the Company selling securities under such registration (including any Holdersholders of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, provided further, that (a) in no event shall the amount of Registrable Securities of selling Stockholders be reduced below ten percent (10%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities; and (b) any shares to be excluded shall be determined in the following sequenceorder of priority: (i) first, securities held by any Persons not having any contractual such contractual, incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in , and (iii) the number of shares of Common Stock or Registrable Securities sought to be registered pursuant to clauses (i) and (ii) aboveincluded by the selling Stockholders, such reduction shall be made within each tranche as determined on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such trancheholders).

Piggyback Registration. (a) If the Company at any time proposes for any reason to register any of its Common Stock Primary Shares, Restricted Shares or Other Shares under the Securities Act for sale to the public either for its own account or for the account of another Person (other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely a registration in connection with any acquisition of any entity an exchange offer or business offering solely to the Company's shareholders or equity securities issuable filed in connection with an employee stock option or other employee benefit plansplan), each such time it will the Company shall promptly give written notice to the Holders Smithfield of its intention to effect such registration. Upon so register the Primary Shares, Restricted Shares or Other Shares and, upon the written request request, given within ten (10) days after delivery of any such Holder given within 30 days after receipt notice by the Company, of Smithfield to include in such Holder registration Registrable Shares held by Smithfield (which request shall specify the number of Registrable Shares proposed to be included in such noticeregistration), the Company will, subject to the limits contained in this Section 3, shall use its commercially reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests Shares to be registered under included in such registration on the Securities Act same terms and qualified for sale under any state blue sky law, all to conditions as the extent required to permit securities otherwise being sold in such sale or other disposition of said Registrable Securitiesregistration; provided, however, that if the managing underwriter advises the Company is advised that the inclusion of all Registrable Shares or Other Shares proposed to be included in writing in good faith such registration would interfere with the successful marketing (including pricing) of the Primary Shares, Restricted Shares or Other Shares proposed to be registered by the managing underwriter Company or Holders, then (A) if such registration is in part an underwritten primary registration on behalf of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by will include in such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: registration (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rightsthe Primary Shares, and (ii) second, the Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” Shares requested to be included in such registration rights pursuant pro rata from among the Holders of such Registrable Shares according to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities Shares requested by them to be registered pursuant to clauses so included, and (iii) third, any Other Shares in such manner as the Company may determine, and (B) if such registration is an underwritten secondary registration on behalf of Holders of the Company's securities, the Company will include in such registration (i) and first, the Registrable Shares to be included therein by the Holders exercising demand registration rights with respect thereto, (ii) abovesecond, other Registrable Shares requested to be included in such reduction registration, pro rata from among Holders of such Registrable Shares according to the number of Registrable Shares requested by them to be so included, and (iii) third, any Other Shares, in such manner as the Company may determine. In the event the Company determines not to pursue, or to withdraw, a registration as to which it has given notice pursuant to this section, the Holders of Registrable Securities requesting to be included in such registration shall have no further rights with respect to such proposed registration. Nothing contained in this Section 3 shall be made within each tranche on a pro rata basis (based upon or be deemed to be the aggregate number creation of shares of Common Stock or Registrable Securities held by the holders any registration right in each such tranche).any party other than Smithfield

Piggyback Registration. If the Company at any time SIK proposes to register any include shares ---------------------- of its Common Stock common stock he owns in a registration statement being filed under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, on any form (other than on Form S-4 S-8 or Form S-8 (each as promulgated under any successor form), the Securities Act) Company or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly SIK shall give written notice to each Family Holder at least 10 days before the Holders initial filing of its intention to effect such registration. Upon that registration statement, which notice (a "Notice of Registration") shall set forth the written request intended method of any such Holder given within 30 days after receipt by such Holder disposition of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests securities proposed to be registered under by SIK. Each Notice of Registration shall offer to include in the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) up to a number reasonably deemed satisfactory of shares of common stock owned by such managing underwriter; each Family Holder equal to the product of (a) the number of shares owned by the Family Holder and/or the Family Holder's Permitted Transferees as of the date of the agreement and provided(b) a fraction, furtherthe numerator of which is the number of shares SIK proposes to include in the registration statement and the denominator of which is the total number of shares SIK owns as of the date of the agreement. If any Family Holder or Permitted Transferee wishes to have up to that number of shares of common stock so included, that Family Holder or Permitted Transferee shall so notify SIK and the securities to be excluded Company, within 10 days after the date of delivery of the Notice of Registration, of the number of shares for which registration is requested. The Company shall be determined thereupon include in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock common stock for which registration is so requested, subject to the next sentence. If the managing underwriter of a proposed public offering that is the subject of any such registration statement advises the Company or Registrable Securities SIK in writing that, in its opinion, the distribution of the shares requested to be included in the registration by all Family Holders, their Permitted Transferees and all other selling stockholders (including SIK) would adversely affect a distribution by the Company covered by such registration statement, the number of shares Transferees requested to be registered pursuant to clauses (i) by Family Holders and (ii) above, such reduction Permitted Transferees shall be made within each tranche on a pro rata basis (based upon reduced in the aggregate same proportion as the number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)all other selling stockholders (including SIK) is reduced.

Piggyback Registration. If the Company If, at any time after the Affiliated Resale Shelf Registration Expiration Date or the Unaffiliated Resale Shelf Registration Expiration Date, as applicable, and while any Registrable Shares or Units are outstanding and a Registration Statement applicable to Holder under Sections 3(a), 3(b) or 3(c) is not effective, the Company (in its sole discretion and without any obligation to do so) proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for sale to the public either for its own account or for the account of another Person cash (other than Holdersa registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, other than benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form S-8 or in connection with an exchange offer, (each as promulgated under 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 Rule 145 of the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), each such time it will promptly give written notice to the Holders of for its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticeown account, the Company will, subject shall give prompt written notice of such proposed filing to the limits contained Holders. The notice referred to in this the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Shares as each Holder may request (a "PIGGYBACK REGISTRATION"). Subject to the provisions of Section 34 below, use its reasonable best efforts to cause all Registrable Securities of the Company shall include in such Holder that such Holder so requests to be registered under Piggyback Registration, in the Securities Act registration and qualified qualification for sale under any state the blue sky law, 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 extent required Holders. Holders of Registrable Shares shall be permitted to permit withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of such sale or other disposition Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by and the managing underwriter advises the Company that the total number of the Company’s securities being offered Common Shares requested to be included in an underwritten public offering pursuant to such registration statement exceeds the number of Common Shares that the amount to can be sold by persons in such offering without impairing the pricing or other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability commercial practicality of the such offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by will include in such managing underwriter; and provided, further, that the securities to be excluded shall be determined registration in the following sequencepriority: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rightsall Common Shares the Company proposes to sell, and (ii) second, up to the full number of applicable Registrable Securities and securities held Shares requested to be included in such registration by any Persons having contractual incidental or “piggy back” Unaffiliated Holders and (iii) third, up to the full number of applicable Registrable Shares requested to be included in such registration rights pursuant to an agreement which is not this Agreement. If there is a reduction by any Affiliated Holders which, in the case of clauses (ii) and (iii), in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering (with Registrable Shares allocated pro rata among the Unaffiliated Holders, and, if the request by all Unaffiliated Holders is satisfied and clause (iii) is therefore applicable, the Affiliated Holders on the basis of the total number of shares of Common Stock or Registrable Securities Shares requested to be registered included in such registration by all such Unaffiliated or Affiliated Holders, as applicable, pursuant to clauses (iii) and (iiiii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such trancherespectively).

Piggyback Registration. If the Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public either (except with respect to registration statements on Forms X-0, X-0 or another form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice at the applicable address of record to the Holders each holder of Registrable Securities of its intention to effect such registrationdo so. Upon the written request ​ ​ ​ ​ ​ of any of such Holder holders of the Registrable Securities, given within 30 twenty (20) days after receipt by such Holder Person of such notice, the Company will, subject to the limits contained in this Section 34, use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holderssuch holders of shares of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that (a) in no event shall the amount of Registrable Securities of Selling Stockholders be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities; and (b) any shares to be excluded shall be determined in the following sequenceorder of priority: (i) first, securities held by any Persons not having any contractual such contractual, incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in , and (iii) the number of shares of Common Stock or Registrable Securities sought to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche included by the holders thereof as determined on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such trancheholders).. ​

Piggyback Registration. If the Company (a) If, at any time following the Closing Date, the Company proposes to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person (other than Holders, other than a registration on Form S-8 or Form S-4 or Form S-8 (each as promulgated any similar or successor form under the Securities Act) or their then equivalents , relating to equity securities to be issued solely shares of Common Stock or any other class of Common Stock issuable upon exercise of employee stock options or in connection with any acquisition employee benefit or similar plan of any entity the Company or business or equity securities issuable in connection with stock option a direct or indirect acquisition by the Company of another Person or other employee benefit plansthan in connection with a rights offering, whether or not for sale for its own account), the Company shall each such time it will promptly give written prompt notice (via facsimile or electronic transmission) at least ten (10) Business Days prior to the Holders anticipated filing date of its intention the Registration Statement relating to effect such registration. Upon registration to all Holders, which notice shall set forth the written 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 of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will(a “Piggyback Registration”), subject to the limits contained in this provisions of Section 3, use its reasonable best efforts to cause all 2.3(b). Upon the request of a Holder made within five (5) Business Days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of Registrable Securities of such Holder that such Holder so requests intended to be registered by such Holder), the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act and qualified for sale under any state blue sky lawof all Registrable Securities that the Company has been so requested to register, all to the extent required to permit such sale or other the disposition of said the Registrable SecuritiesSecurities so to be registered in accordance with the plan of distribution intended by the Company for such Registration Statement; providedprovided that (i) if such registration involves a Public Offering, howeversuch Holder must sell its Registrable Securities to the underwriters selected as provided in Section 2.6(f) on the same terms and conditions as apply to the Company (or, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public not offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offeringany Common Stock, the Company may reduce Persons on whose behalf the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (iwas initially undertaken) and (ii) aboveif, 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 filed in connection with such reduction registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to such Holder and, thereupon, shall be made within each tranche on a pro rata basis (based upon the aggregate number relieved of shares of Common Stock or its obligation to register any Registrable Securities held 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 the holders Section 2.1 or Section 2.2, respectively. The Company shall pay all Registration Expenses in connection with each such tranche)Piggyback Registration.

Piggyback Registration. If the Company Company, at any time proposes to register any of its Common Stock securities under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) for sale to the public either for its own account or for the account of another Person other than Holders, other than (except with respect to registration statements on Form S-4 or Form S-8 (each as promulgated under S- 8 or another form not available for registering the Registrable Securities Act) or their then equivalents relating for sale to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansthe public), each such time it will promptly give written notice to all holders of the Holders outstanding Registrable Securities, including each holder who has the right to acquire Registrable Securities, of its intention to effect such registrationdo so. Upon the written request of any of such Holder holders of the Registrable Securities given within 30 twenty (20) days after receipt by such Holder holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required requisite to permit such sale or other disposition by such holder of said the Registrable SecuritiesSecurities so registered; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s 's securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons Persons other than the Company (collectively, “"Selling Stockholders”") is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holdersholders of shares of Registrable Securities) pursuant to a contractual, incidental "piggy back" right to include such securities in a registration statement to a number reasonably deemed satisfactory by such managing underwriter; provided, further, that no reduction shall be made in the amount of Registrable Securities offered for the accounts of the holders of Registrable Securities unless such reduction is imposed pro rata with respect to (i) all securities whose holders have a contractual, incidental "piggy back" right to include such securities in the registration statement as to which inclusion has been requested pursuant to such right and (ii) any executive officer of the Company; and provided, further, that the securities there is first excluded from such registration statement all shares of Common Stock sought to be excluded shall be determined in the following sequence: included therein by (i) firstany holder thereof, securities held by other than any Persons executive officer of the Company, not having any contractual such contractual, incidental or “piggy back” registration rights, and (ii) secondany holder thereof having contractual, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant subordinated and junior to an agreement which is not this Agreement. If there is a reduction in the number rights of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders of Registrable Securities. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in each such tranche)this Section 3 without thereby incurring any liability to the holders of Registrable Securities.

Piggyback Registration. If (a) In the event that the Company at any time after the closing date of a Qualified IPO proposes to register any of its Common Stock Shares or other equity securities (collectively, “Other Securities”) under the Securities Act Act, either in connection with a primary offering for sale to the public either for its own account or cash for the account of another Person the Company, a secondary offering or a combined primary and secondary offering, in each case other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansan Excluded Registration, the Company will each such time it will promptly intends to effect such a registration, give written notice (a “Company Notice”) to all Holders of Registrable Securities at least ten (10) Business Days prior to the initial filing of a registration statement with the SEC pertaining thereto, informing such Holders of its intention intent to effect file such registration. registration statement and of the Holders’ right to request the registration of the Registrable Securities held by the Holders provided under this Section 3.02 Upon the written request of the Holders made within seven (7) Business Days after any such Holder Company Notice is given within 30 days after receipt (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof, provided, if (i) the Registrable Securities intended to be disposed of are Class A Common Shares and (ii) the applicable registration is intended to effect a primary offering of Class A Common Shares for cash for the account of the Company, such noticerequest shall specify only the Registrable Securities intended to be disposed of by such Holder), the Company will, subject to the limits contained in this Section 3, shall use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered effect the registration under the Securities Act and qualified for sale under any state blue sky law, of all Registrable Securities which the Company has been so requested to register by the Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering of Class A Common Shares for cash for the account of the Company, in accordance with the Company’s intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement filed by the Company, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such sale registration statement or other disposition of said Registrable Securitiesby the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, howeverthat if, that if at any time after giving written notice of its intention to register any Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company is advised shall determine for any reason not to register or to delay such registration of the Other Securities, the Company shall give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in writing the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in good faith by connection with such registration (but not from its obligation to pay the managing underwriter of Registration Expenses incurred in connection therewith or from the Company’s securities being offered in an underwritten public offering pursuant obligations with respect to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (isubsequent registration) and (ii) abovein the case of a determination to delay such registration, such reduction the Company shall be made within each tranche on a pro rata basis (based upon the aggregate number permitted to delay registration of shares of Common Stock or any Registrable Securities held by requested to be included in such registration statement for the holders same period as the delay in each registering such tranche)Other Securities.

Piggyback Registration. If (a) In the Company event that CMC at any time after the IPO Closing Date proposes to register any of its Common Stock CMC Capital Stock, any other of its equity securities or securities convertible into or exchangeable for its equity securities (collectively, including CMC Capital Stock, "Other Securities") under the Securities Act Act, either in connection with a primary offering for sale to the public either for its own account or cash for the account of another Person other than HoldersCMC, other than on Form S-4 a secondary offering or Form S-8 (a combined primary and secondary offering, CMC will each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly intends to effect such a registration, give written notice (a "Company Notice") to all Holders of Registrable Securities at least fifteen (15) business days prior to the initial filing of a registration statement with the Commission pertaining thereto, informing such Holders of its intention intent to effect file such registrationregistration statement and of the Holders' right to request the registration of the Registrable Securities held by the Holders. Upon the written request of the Holders made within seven (7) business days after any such Holder Company Notice is given within 30 days after receipt (which request shall specify the Registrable Securities intended to be disposed of by such Holder of such noticeHolder), the Company will, subject to the limits contained in this Section 3, CMC will use its reasonable best efforts to cause all Registrable Securities effect, in connection with the registration of such Holder that such Holder so requests to be registered Other Securities, the registration under the Securities Act and qualified for sale under any state blue sky law, of all Registrable Securities which CMC has been so requested to register by the Holders to the extent required to permit the disposition (in accordance with the intended methods of distribution as CMC proposes to use to dispose of the Other Securities), including, if necessary, by filing with the Commission a post-effective amendment or a supplement to the registration statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement, if required by the rules, regulations or instructions applicable to the registration form used by CMC for such sale registration statement or other disposition by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided that if, at any time after giving written notice of said its intention to register any Other Securities and prior to the Effective Date of the registration statement filed in connection with such registration, CMC shall determine for any reason not to register or to delay such registration of the Other Securities, CMC shall give prompt written notice of such determination to each Holder of Registrable Securities; providedSecurities and, thereupon, (i) in the case of a determination not to register, CMC shall be relieved of its obligation to register any Registrable Securities in connection with the registration of such Other Securities (but not from its obligation to pay the Registration Expenses incurred in connection with Section 4.3), without prejudice, however, to the rights (if any) of any Holder immediately to request (subject to Section 4.1) that if the Company is advised such registration be effectuated as a Demand Registration or to include such Registrable Securities in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering any subsequent registration pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)Section 4.2.

Piggyback Registration. If the Company at any time proposes or times after the ---------------------- date hereof until the fifth anniversary of this Agreement, the Company shall determine to register any of its Common Stock or securities convertible into or exchangeable for Common Stock under the Securities Act for sale whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering thereof by stockholders (a "secondary offering"), or both (but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated Commission under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansAct is applicable), each such time it the Company will promptly give written notice thereof to the Holders holders of its intention to effect such registration. Upon Registrable Securities (the written request of any such Holder given within 30 days after receipt by such Holder of such notice"Holders") then outstanding, the Company will, subject to the limits contained in this Section 3, and will use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered effect the registration under the Securities Act and qualified for sale under any state blue sky law, of all Registrable Securities which the Holders may request in a writing delivered to the extent required to permit such sale or other disposition of said Registrable SecuritiesCompany within 15 days after the notice given by the Company; provided, however, however that if in the case of the registration of Common Stock by the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in connection with an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce shall not be required to register Registrable Securities of the amount offered for Holders in excess of the accounts amount, if any, of Selling Stockholders (including any Holders) to a number Registrable Securities which the principal underwriter of an underwritten offering shall reasonably deemed satisfactory and in good faith agree can be included without jeopardizing the success of the offering by such managing underwriter; the Company, and provided, further, that if any Registrable Securities are not included for this reason, the Company will permit the Holders of Registrable Securities who have requested participation and all other holders of securities of the Company having a right to be excluded shall be determined include securities in such registration who have requested participation in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant offering to an agreement which is not this Agreement. If there is a reduction participate in the offering proportionately in accordance with the number of shares of Registrable Securities (in the case of the Investors) or shares of Common Stock subject to such registration right (in the case of such other holders) owned or Registrable Securities obtainable by them, except that the Company shall first exclude from such registration, in the following order, all shares of Common Stock sought to be registered pursuant to clauses included therein by (i) any holder thereof not having any such contractual, incidental registration rights (which the Holders acknowledge may from time to time be granted by the Board of Directors of the Company to directors and officers of the Company) and (ii) aboveany holder thereof having contractual, such reduction incidental registration rights subordinate and junior to the rights of the Holders of Registrable Securities. Without in any way limiting the types of registrations to which this Section 2.1 shall be made within each tranche on apply, in the event that the Company shall effect a pro rata basis (based upon "shelf registration" under Rule 415 under the aggregate number Securities Act, or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of shares of Common Stock or post- effective amendments, to permit the Investors to include its Registrable Securities held in such registration in accordance with the terms of this Section 2.1. In connection with any offering under this Section 2.1 involving an underwriting, the Company shall not be required to include any Registrable Securities in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed on between the Company and the underwriter selected by the holders in each such tranche)Company. The Company shall have the right to postpone or withdraw any registration effective pursuant to the Section 2.1 without obligation to any Holder.

Piggyback Registration. If the Company (a) If, at any time commencing after the date hereof until the expiration of the Warrant Exercise Term, the Company proposes to register any of its Common Stock securities under the Securities Act for sale to the public either for its own account or for the account of another Person (other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition a benefit plan, merger or pursuant to Form X-0, X-0 or comparable registration statement that is not intended to register the sale of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssecurities), each such time it will promptly give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement (a “Registration Statement”), to Placement Agent and to all other Holders of the Warrant Securities, of its intention to effect such registrationdo so. Upon If Placement Agent or other Holders of the written request Warrant Securities notify the Company within twenty (20) days after receipt of any such Holder given within 30 days after receipt by notice of its or their desire to include any Warrant Shares in such Holder of such noticeproposed Registration Statement, the Company will, subject shall afford Placement Agent and such Holders of the Warrant Securities the opportunity to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of have any such Holder that such Holder so requests to be Warrant Shares registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable SecuritiesRegistration Statement; provided, however, that if the Company is advised shall not be required to register for sale, and the Placement Agent and any other Holders shall not have the right to request that the Company include for sale any Warrant Securities in writing in good faith an underwritten initial public offering by the managing underwriter of Company. Furthermore, in the Company’s securities being offered event that any registration pursuant to this Paragraph 6.2(a) shall be, in whole or in part, an underwritten public offering pursuant of Common Stock 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 statement that exceeds the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount number which can be offered without adversely affecting or sold in an orderly manner in such offering within a price range acceptable to the marketability of the offeringCompany, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by shall include in such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: registration (i) first, the securities held by any Persons not having any contractual incidental or “piggy back” registration rightsthe Company proposes to sell, and (ii) second, Registrable Securities the re-offer of other outstanding shares requested to be included in such registration; and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant third, the Warrant Securities, however, only to an agreement which is not this Agreement. If there is a reduction in the extent that the number of shares of Common Stock or Registrable Warrant Securities to be registered will not, in the opinion of the managing underwriters, adversely affect the offering of the other securities pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche).

Piggyback Registration. If the Company at any time while any Registrable Shares are outstanding the Company proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering of Common Stock solely for sale cash (other than a registration statement (i) on Form S-8 or any successor form or in connection with any employee or director welfare, benefit or compensation plan, (ii) on Form S-4 or any successor form or in connection with an exchange offer, (iii) in connection with a rights offering exclusively to existing holders of Common Stock, or (iv) in connection with an offering solely to employees of the public either Company or its affiliates), whether or not for its own account or for (a "Piggyback Registration Statement"), the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly Company shall give written notice of such proposed filing at least fifteen (15) business days before filing to the Holders Holder. The notice referred to in the preceding sentence shall offer the Holder the opportunity to register such amount of its intention Registrable Shares as the Holder may request (a "Piggyback Registration"). Subject to effect such registration. Upon the written request provisions of any such Holder given within 30 days after receipt by such Holder of such noticeSection 2 below, the Company will, subject shall include in such Piggyback Registration all Registrable Shares requested to be included in the registration for which the Company has received written requests for inclusion therein within ten (10) business days after the notice referred to above has been given by the Company to the limits contained in this Section 3, use its reasonable best efforts Holder. The Holder shall be permitted to cause withdraw all or part of the Registrable Securities Shares from a Piggyback Registration at any time prior to the effective date of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition Piggyback Registration. If a Piggyback Registration is an underwritten registration on behalf of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by and the managing underwriter advises the Company that the total number of the Company’s securities being offered shares of Common Stock requested to be included in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in exceeds the number of shares of Common Stock or Registrable Securities to which can be registered pursuant to clauses sold in such offering, the Company will include in such registration in the following priority: (i) first, all shares of Common Stock the Company proposes to sell and (ii) abovesecond, up to the full number of applicable Registrable Shares requested to be included in such reduction registration and, which in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, which shall be made within each tranche allocated among the Holder and all other stockholders requesting registration on a pro rata basis (based upon the aggregate number of basis. No Registrable Securities or other shares of Common Stock or Registrable Securities held by requested to be included in a registration pursuant to demand registration rights shall be excluded from the holders underwriting unless all securities requested to be included in each such tranche)a registration pursuant to piggyback registration rights are first excluded.

Piggyback Registration. If the Company at any time prior to September 30, 2003 proposes to register any of its Common Stock securities under the Securities Act for sale to the public either for its own account or for the account of another Person (other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating a registration effected solely to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other implement an employee benefit plansplan, each such time a transaction to which Rule 145 of the SEC is applicable or any other form or type of registration in which the Warrant Stock cannot be included pursuant to SEC rule or practice), it will promptly give a written notice to Holder and the Holders registered owners of Warrant Stock of its intention to effect do so. If such registration. Upon registration is proposed on a form which permits inclusion of the Warrant Stock, upon the written request of Holder or any such Holder owner of Warrant Stock given within 30 days after receipt the transmittal by Company to such Holder or owner of such notice, the Company will, subject to the limits contained in this Section 33.3, use its reasonable best efforts to cause all Registrable Securities Warrant Stock which said requesting Holder or owner identifies in its request (including Warrant Stock to be issued upon exercise of such Holder that such Holder so requests this Warrant) to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required requisite to permit such sale or other disposition of said Registrable Securities; providedby such Holder or owner. Notwithstanding the above, however, that if the Company is advised in writing in good faith by underwriter managing such registration gives a written notice to the managing underwriter person requesting registration pursuant to this Section 3.3 that market or economic conditions limit the amount of securities of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount Company which may reasonably be expected to be sold by sold, the underwriter shall first exclude from the proposed registration the shares of Common Stock which persons other than (a) such requesting Holder or owners of Warrant Stock, (b) the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability holders of the offeringwarrants issued pursuant to the Other Agreements (as that term is defined in the Agreement) or (c) Company have requested to be registered. If, after such exclusion, the Company may reduce the amount offered for the accounts total number of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities shares of Common Stock to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in registered still exceeds the number of shares of Common Stock or Registrable Securities which the underwriter will permit to be registered pursuant registered, each requesting Holder or owner will be allowed to clauses (i) and (ii) above, such reduction shall be made within each tranche on a register Warrant Stock pro rata basis according to the proportion which the number of shares of Warrant Stock held (based including shares issuable upon exercise of this Warrant) by such requesting Holder or owner bears to the aggregate total number of shares of Common Stock or Registrable Securities held which were proposed to be sold by the holders underwriter. Company may for any reason determine not to proceed with a proposed registration of its securities even though Holder or one or more owners of Warrant Stock has requested the inclusion of Warrant Stock in each such tranche)proposed registration. However, if Company determines not to proceed and withdraws the Company's registration statement, Company shall pay all fees and expenses reasonably incurred by the requesting Holder or owner(s) in connection with the proposed registration.

Piggyback Registration. If (a) During the period commencing on the date of this Registration Rights Agreement and ending on February 24, 2011, if the Company at any time proposes to register file a Registration Statement with the Securities and Exchange Commission (the “Commission”) under the Act with respect to any offering of its the MAKO Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person any holders (other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Acti) or their then equivalents a registration of MAKO Common Stock solely relating to equity securities an offering and sale to be issued solely in connection with employees or directors of the Company pursuant to any acquisition of any entity or business or equity securities issuable in connection with employee stock option plan or other employee benefit plansplan arrangement, each including any Registration on Form S-8 (or any successor form thereto) or (ii) a registration of MAKO Common Stock issued solely in an exchange offer, acquisition or business combination including any registration on Form S-4 (or any successor form thereto)), then, as soon as practicable (but in no event less than fifteen (15) days prior to the proposed date of the initial filing of such time it will promptly Registration Statement), the Company shall give written notice of such proposed filing to the Holders Holder and such notice shall (i) specify the kind and number of its intention securities proposed to effect be registered and the proposed offering price or prices and distribution arrangements, but only to the extent that such registrationinformation is reasonably available to the Company at the time that such notice is delivered; (ii) include such other information, if any, that at the time and under the circumstances would be appropriate to include in such notice; and (iii) offer the Holder the opportunity to register such number of Registrable Securities as the Holder may request in writing (a “Piggyback Registration”). Upon Subject to Section 1(b), the written request Company shall include in such Registration Statement all Registrable Securities requested within two (2) business days after the receipt by the Holder of any such Holder given within 30 days after receipt by such Holder notice (which request shall specify the aggregate amount of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests intended to be registered under disposed of by the Securities Act and qualified Holder) to be included in the Registration Statement for sale under any state blue sky law, all such offering pursuant to the extent required to permit such sale or other disposition of said Registrable Securitiesa Piggyback Registration; provided, however, that if at any time after giving written notice of its intention to register any MAKO Common Stock and prior to the effective date of the Registration Statement filed in connection with such Piggyback Registration, the Company is advised shall determine for any or no reason not to register or to delay registration of any such MAKO Common Stock, then the Company may, at its election, give written notice of such determination to the Holder and, thereupon (x) in writing the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in good faith by connection with such registration and (y) in the managing underwriter case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the Company’s same period as the delay in registering such other securities being offered that were to be registered in an underwritten public such Piggyback Registration. If the offering pursuant to such registration statement that the amount Registration Statement is to be sold by persons underwritten, the Holder must participate in such underwritten offering and be subject to the terms and conditions thereof. If the offering pursuant to such Registration Statement is to be on any other than basis, then the Company (collectively, “Selling Stockholders”) is greater than Holder must participate in such offering on such basis and be subject to the amount which can terms and conditions thereof. The Holder shall be offered without adversely affecting the marketability permitted to withdraw all or part of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by from a Piggyback Registration at any Persons having contractual incidental or “piggy back” registration rights pursuant time prior to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)effective date thereof.

Piggyback Registration. (a) If at any time, and from time to time, the Company at any time proposes to register any conduct an underwritten offering of its Class A Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person other than holders of Class A Common Stock entitled to participate in such offering (“Other Holders”), other than on Form S-4 or Form S-8 (each as promulgated under then the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly Company shall give written notice (the “Piggyback Notice”) of such underwritten offering to the Holders at least ten Business Days prior to the earlier of its intention the date of filing of the registration statement or the date of filing of the preliminary prospectus supplement for such underwritten offering. Such Piggyback Notice shall include the number of shares of Class A Common Stock to effect such registration. Upon be offered, the written request of any such Holder given within 30 days after receipt by such Holder proposed date of such noticeunderwritten offering, any proposed means of distribution of such shares of Class A Common Stock, any proposed managing underwriter of such shares of Class A Common Stock and a good faith estimate by the Company of the proposed maximum offering price of such shares of Class A Common Stock (as such price would appear on the front cover page of a registration statement), and shall offer the Holders the opportunity to sell such amount of Registrable Securities as such Holders may request on the same terms and conditions as the Company or such Other Holders (a “Piggyback Offering”). Subject to Section 2.04(b), the Company will, subject to the limits contained will include in this Section 3, use its reasonable best efforts to cause each Piggyback Offering all Registrable Securities of such Holder that such Holder so for which the Company has received written requests to be registered under for inclusion within five Business Days after the Securities Act and qualified for sale under any state blue sky law, all to date the extent required to permit such sale or other disposition of said Registrable SecuritiesPiggyback Notice is given; provided, however, that if in the Company is advised in writing in good faith case of a “takedown” of Class A Common Stock registered under a shelf registration statement previously filed by the managing underwriter Company, such Registrable Securities are covered by an existing and effective Registration Statement that may be utilized for the offering and sale of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount Registrable Securities requested to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)offered.