Common use of Piggyback Registrations Clause in Contracts

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company Tality shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company Tality (including, but not limited to, including registration statements relating to secondary offerings of securities of the CompanyTality, but excluding registration statements relating to any registration under Section 2.2 3.4(b) or Section 2.4 of this Agreement 3.4(d) or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by of such Holder. Each Holder desiring to include in any such registration statement all or any part of the such Holder's Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice from the CompanyTality, so notify the Company Tality in writing, and in such notice shall inform the Company Tality of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyTality, such Holder shall nevertheless continue to have the right to include any of such Holder's Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company Tality with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The (a) If, at any time after the Registration Rights Trigger Date, the Company shall notify all Holders proposes or is required to register any of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement its equity securities under the Securities Act (other than pursuant to (i) registrations on such form or similar form(s) solely for purposes of effecting a public offering registration of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any in connection with an employee benefit plan or dividend reinvestment plan or a corporate reorganization merger, consolidation or other business combination transaction or (ii) a Demand Registration under Section 2.1) on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), whether or not for its own account, the Company shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities. Upon the written request (the "Piggyback Request") of any such Holder, made within 10 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(b), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all Registrable Securities covered by Rule 145 promulgated Piggyback Requests to be registered under the Securities Act, or a registration on any registration form Act (with the securities which does not the Company at the time proposes to register) to permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale or other disposition by the Holders (in accordance with the intended method of Registrable Securities,distribution thereof) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by to be so registered. There is no limitation on the number of such Holder. Each Holder desiring piggyback registrations pursuant to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify preceding sentence which the Company in writing, and in such notice is obligated to effect. No registration effected under this Section 2.2(a) shall inform relieve the Company of the number of Registrable Securities such Holder wishes its obligations to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereineffect Demand Registrations.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales sales, or does not include substantially the same information as would be required to be included in a registration statement covering the sale Company’s initial public offering of Registrable Securities,) its common shares), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration on ; (ii) any registration form statement filed pursuant to Section 3.1 (with respect to which does not permit secondary sales or does not include substantially the same information as would Holders rights to participate in such registered offering shall be required to be included in a governed by Section 3.1); and (iii) any registration statement covering relating to the sale of Registrable Securities,Initial Public Offering) and and, subject to Section 3.13(a), will use its best efforts to afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify (a) If, at any time prior to the expiration of the Registration Period, a Registration Statement is not effective with respect to all Holders of the Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of and the Company (includingdecides to register any of its securities for its own account or for the account of others, but not limited to, registration statements relating to secondary offerings of securities of then the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under Company will promptly give the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) Investors written notice thereof and will afford each such Holder an opportunity use its best efforts to include in such registration statement all or any part of the Registrable Securities then held requested by such HolderInvestors to be included therein (excluding any Registrable Securities previously included in a Registration Statement). This requirement does not apply to Company registrations on Form S-4 or S-8 or their equivalents relating to equity securities to be issued solely in connection with an acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans. Each Holder desiring Investor must give its request for registration under this paragraph to include the Company in any such registration statement all or any part of the Registrable Securities held by such Holder shall, writing within twenty (20) 15 days after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Investors as part of the above-described notice from written notice. In that event, if the Company, so notify managing underwriter(s) of the Company in writing, and in such notice shall inform the Company of public offering impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company will be obligated to include only such limited portion, if any, of the Registrable Securities with respect to which such Holder wishes Investors have requested inclusion hereunder. Any exclusion of Registrable Securities will be made pro rata among all holders of the Company's securities seeking to include shares of Common Stock in such registration statementproportion to the number of shares of Common Stock sought to be included by those holders. If a Holder decides However, the Company will not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include exclude any Registrable Securities in any subsequent registration statement or registration statements as may be filed by unless the Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement or are not entitled pro rata inclusion with respect to offerings of its securities, all upon the terms and conditions set forth hereinRegistrable Securities.

Piggyback Registrations. (a) The Company shall promptly notify all Holders of Registrable Securities in writing at least thirty (30a "Piggyback Notice") days prior to filing any registration statement under the Securities Act for purposes of effecting a public an offering of securities of the Company (including, but not limited to, registration statements relating to the initial or secondary public offerings of securities of the Company, whether pursuant to Section 2.2 or otherwise, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and subject to Section 2.3(b), the Company will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty ten (2010) days after receipt of the above-described notice from the Company, Piggyback Notice so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement thereafter filed by the Companystatement, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinin this Agreement.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Ordinary Shares held by the Holders (calculated on a fully-diluted and as-converted basis).

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration on ; (ii) any registration form statement filed pursuant to Section 3.1 (with respect to which does not permit secondary sales the Holders rights to participate in such registered offering shall be governed by Section 3.1); and (iii) any registration statement relating to the Initial Public Offering unless Registrable Securities of XXXX or does not include substantially the same information as would be required its Affiliates are to be included sold in a registration statement covering the sale of Registrable Securities,IPO) and and, subject to Section 3.13(a), will use its best efforts to afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration on ; (ii) any registration form statement filed pursuant to Section 3.1 (with respect to which does not permit secondary sales the Holders rights to participate in such registered offering shall be governed by Section 3.1); and (iii) any registration statement relating to the Initial Public Offering unless Registrable Securities of XXXX or does not include substantially the same information as would be required its Affiliates are to be included sold in a registration statement covering the sale of Registrable Securities,an IPO) and and, subject to Section 3.13(a), will use its best efforts to afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, including registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior or equal to those of the Holders of the Series A Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Series A Preferred Shares or Ordinary Shares issued upon conversion of the Series A Preferred Shares or a combination of such Series A Preferred Shares and Ordinary Shares.

Piggyback Registrations. (a) The Company shall use its best efforts to notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to before filing any registration statement under the Securities Act for purposes of effecting a an underwritten public offering by the Company of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization merger, acquisition or other transaction covered by Rule 145 promulgated under the Securities Actreorganization, or a any Form S-3 or similar shelf registration on any registration form which does not permit secondary sales or does not include substantially statements relating to the same information as would be required to be included in a registration statement covering the non-underwritten offer and sale of Registrable Securities,securities for the account of persons or entities other than the Company) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty ten (2010) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Holders' rights to include any Registrable Securities in any offering under this Section are subject in all events to the ability of the managing underwriter for such offering to exclude some or all of the Registrable Securities requested to be registered on the basis of a good faith determination that inclusion of such securities might adversely affect the success of the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata among all Holders who have requested to sell Registrable Securities in such registration.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The (a) If at any time during the Effective Period there is not an effective registration statement covering all the Registrable Securities and the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior determine to filing any file a registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to (i) any employee benefit plan or (ii) a corporate reorganization reorganization, merger or other transaction covered by Rule 145 promulgated under acquisition), then the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required Company shall notify all Holders in writing at least thirty (30) calendar days prior to be included in a registration statement covering the sale of Registrable Securities,) such filing and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any its Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Investors' Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, Company and demand registrations made by holders of Registrable Securities but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered reorganization, including securities issued by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included Company in a registration statement covering the sale of Registrable Securities,an acquisition transaction) and will afford each such Holder of Investors' Registrable Securities an opportunity to include in such registration statement all or any part of the Investors' Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Investors' Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Investors' Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Investors' Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Investors' Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders (a) Each time the Issuer proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Issuer or the account of any securityholder of the Issuer ) and the form of registration statement to be used permits the registration of Registrable Securities in writing at least Securities, the Issuer shall give prompt written notice to each Holder (which notice shall be given not less than thirty (30) days prior to filing the effective date of the Issuer's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement (a "Piggyback Registration"), subject to the limitations contained in Section 2.3(b) below. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Issuer in writing (stating the number of Registrable Securities desired to be registered) within 20 days after the date of such notice from the Issuer. Any Holder shall have the right to withdraw such Holder's request for inclusion of such Holder's Registrable Securities in any registration statement under pursuant to this Section 2.3 by giving written notice to the Securities Act for purposes Issuer of effecting a public offering of securities of such withdrawal. Subject to Section 2.3(b) below, the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to Issuer shall include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring so requested to include in be included therein; provided, however, that the Issuer may at any time withdraw or cease proceeding with any such registration statement if it shall at the same time withdraw or cease proceeding with the registration of all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes other equity securities originally proposed to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinregistered.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Without limiting any obligation of the Company, if (i) there is not an effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, or if Rule 144 is not available with respect to the Registrable Securities and (ii) the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior determine to filing any prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act for purposes of effecting a public offering any of its equity or equity-linked securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 other than on Form S-4 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans), or a registration on dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen (15) calendar days after the date of the delivery of such notice, any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by that such Holder shallrequests to be registered; provided, within twenty (20) days after receipt of the above-described notice from the Companyhowever, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes not be required to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include register any Registrable Securities pursuant to this Section 2(f) that are the subject of a then-effective Registration Statement. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings holders of its securities, all upon Common Stock or securities that are convertible into its Common Stock that are senior to the terms and conditions rights of the Holders set forth hereinin this Section 2(f).

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement statement, at any time after the expiration of the Restriction Period as set forth in the Lock-Up Agreement, under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration required of Company under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement (provided that the Company shall comply with the notice requirements therein), or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or Agreement, to any employee benefit plan or a plan, to any corporate reorganization or other transaction covered by to a sale solely in connection with a Rule 145 promulgated under the Securities Act, transaction or a registration on any registration form statement which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall use its best efforts to notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to before filing any registration statement under the Securities Act for purposes of effecting a an underwritten public offering by the Company of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization merger, acquisition or other transaction covered by Rule 145 promulgated under the Securities Actreorganization, or a any Form S-3 similar shelf registration on any registration form which does not permit secondary sales or does not include substantially statements relating to the same information as would be required to be included in a registration statement covering the non-underwritten offer and sale of Registrable Securities,securities for the account of persons or entities other than the Company) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty ten (2010) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Holders' rights to include any Registrable Securities in any offering under this Section are subject in all events to the ability of the managing underwriter for such offering to exclude some or all of the Registrable Securities requested to be registered on the basis of a good faith determination that inclusion of such securities might adversely affect the success of the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata among all Holders who have requested to sell Registrable Securities in such registration.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this the Shareholders Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of each Holder who holds Registrable Securities in writing at least thirty ten (3010) days Business Days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration statements relating to any registration under Section 2.2 an offering excluded from a Qualified Equity Offering or Section 2.4 of this Agreement or to any employee benefit plan or which is a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included and in any event including a registration statement covering resulting from obligations arising out of any other registration rights agreement to which the sale Company is a party, including the Registration Rights Agreement, dated as of Registrable Securities,October 23, 2009 (the “CapGen Registration Rights Agreement”), by and between the Company and CapGen Capital Group III LP ( “CapGen”) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty five (205) days Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform the Company state such Holder’s desire to include all or a part of the number of Registrable Securities held by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or an IPO for which the underwriters have delivered an exclusion notice to any the Company as provided in Subsection 2.3(a), (ii) employee benefit plan plans or a with respect to corporate reorganization reorganizations or (iii) other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration on including in each case exclusion of any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in amendment of a registration statement covering filed publicly prior to the sale of Registrable Securities,date the Holder became party to this Agreement) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of Series B Preferred Shares, the Holders of Series A Preferred Shares without the consent in writing of the Holders of at least two-thirds (2/3) of the Ordinary Shares issuable or issued upon conversion of the Series B Preferred Shares and Series A Preferred Shares, which majority shall include the Ordinary Shares issuable or issued upon conversion of the majority of the Series B Preferred Shares and Series A Preferred Shares.

Piggyback Registrations. The Company shall notify all Holders of ----------------------- Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration --------- under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The (i) If (but without any obligation to do so) the Company shall proposes to register (including, for this purpose, a registration effected by the Company for Shareholders other than the Holders) any of its securities under the Securities Act (or such Applicable Securities Laws, as the case may be), 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 share plan, an offering or sale of securities pursuant to a registration statement on Form F-4 or Form S-4 (or any successor form), as the case may be, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, a registration of securities in a transaction under Rule 145 promulgated under the Securities Act, or in any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a such public offering offering. Upon the written request of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, given within twenty (20) days after receipt of the above-described such notice from the Company, so notify the Company shall, subject to the provisions of Section 2.4(ii), cause to be registered under the Securities Act the Registrable Securities that each such Holder has requested to be registered. For the avoidance of doubt, registration pursuant to this Section 2.4(i) shall not be deemed to be a demand registration as described in writing, and in such notice Section 2.3 above. There shall inform the Company of be no limit on the number of times the Holders may request registration of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinunder this Section 2.4(i).

Piggyback Registrations. The (a) At any time prior to the termination of this Agreement, the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.3 without obligation to the Holders.

Piggyback Registrations. The Company Tality shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company Tality (including, but not limited to, including registration statements relating to secondary offerings of securities of the CompanyTality, but excluding registration statements relating to any registration under Section 2.2 3.4(b) or Section 2.4 of this Agreement 3.4(d) or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by 13 of such Holder. Each Holder desiring to include in any such registration statement all or any part of the such Holder's Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice from the CompanyTality, so notify the Company Tality in writing, and in such notice shall inform the Company Tality of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyTality, such Holder shall nevertheless continue to have the right to include any of such Holder's Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company Tality with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of each Holder who holds Registrable Securities in writing at least thirty (30) days 10 Business Days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration statements relating to any registration under Section 2.2 an offering that is not a Qualified Equity Offering or Section 2.4 of this Agreement or to any employee benefit plan or which is a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included sales) and in any event including a registration statement covering resulting from obligations arising out of any other registration rights agreement to which the sale of Registrable Securities,) Company is a party, and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty five (205) days Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform the Company state such Holder’s desire to include all or a part of the number of Registrable Securities held by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Preferred Shares or Ordinary Shares issued upon conversion of the Preferred Shares or a combination of such Preferred Shares and Ordinary Shares.

Piggyback Registrations. The (a) If, at any time after the IPO, the Company shall notify all Holders proposes or is required (pursuant to Section 2.1 or otherwise) to register any of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement its equity securities under the Securities Act for purposes (other than pursuant to registrations on Form S-4 or Form S-8 or any similar successor forms thereto), the Company shall give prompt written notice (in any event within five (5) Business Days after receipt of effecting a public offering notice of securities any exercise of demand registration rights by any Person) of its intention to do so to each of the Company (including, but not limited to, registration statements relating to secondary offerings Holders of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale record of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or . Upon the written request of any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, made within twenty (20) days after following the receipt of the above-described any such written notice from the Company, so notify (or fifteen (15) days if the Company in writing, and in states that such notice registration will be on Form S-3) (which request shall inform specify the Company of the maximum number of Registrable Securities intended to be disposed of by such Holder wishes and the intended method of distribution thereof, which may include a Partner Distribution), the Company shall, subject to Sections 2.2(c), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof, which may include in such registration statement. If a Holder decides not to include all Partner Distribution) of its the Registrable Securities in any to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect or the prospectus related thereto pursuant to offerings a Form 8-K. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(a) shall relieve the Company of its securities, all upon the terms and conditions set forth hereinobligations to effect Demand Registrations under Section 2.1 hereof.

Piggyback Registrations. The Company shall notify all Holders of ----------------------- Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration --------- under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization to any acquisition, merger, consolidation or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Subject to the terms of this Agreement, if the Company proposes to register for its own account any of its equity securities in connection with the public offering of such securities, or if any demand registration of equity securities is requested by investors making equity investment in the Company subsequent to the equity investment in the Company by the Holders, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) days Business Days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to an initial public offering or secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 4.3 or Section 2.4 4.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days Business Days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder of the Company shall be granted the piggyback registration right under this Section 4.4 that is superior to those of the Holders without prior written consent of Holders holding at least sixty percent (60%) of the Registrable Securities then outstanding.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by under Rule 145 promulgated under of the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. The Company shall, subject to Section 2.3(a), use reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered pursuant to this Section 2.3. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall promptly notify in writing (the “Piggyback Notice”) all Holders of Registrable Securities in writing at least thirty (30) days prior to the proposed filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating Special Registration Statements and registrations pursuant to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or Sections 2.1 and 2.3) (a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,“Piggyback Registration”) and will afford each such Holder an a reasonable opportunity to include in such registration statement all or any part of the such Registrable Securities then held requested to be registered by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty (20) 10 days after receipt of the above-described notice from the CompanyPiggyback Notice, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities requested to be registered by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCompany and registration statements effected pursuant to Section 2.2 or by the Company for stockholders other than the Holders, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing. Upon the written request of each Holder, and in the Company shall, subject to the provisions of Section 2.2(c), use commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or 2.3or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-above- described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Majority Preferred Shareholders.

Piggyback Registrations. The Subject to subsections (a) and (b) below, the Company shall notify Notify all Holders of Registrable Securities in writing (the “Registration Statement Notice”) at least thirty twenty (3020) calendar days prior to filing any registration statement under the Securities Act for purposes of effecting a public an offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 (i) Form S-8 or Section 2.4 of this Agreement or to any employee benefit plan plan, or (ii) a corporate reorganization reorganization, merger or other transaction covered by Rule 145 promulgated under acquisition, (iii) for an exchange offer or offering of securities solely to the Securities ActCompany’s existing shareholders, (iv) for an offering of debt that is convertible into equity securities of the Company, or (v) for a registration on dividend reinvestment plan. The failure of the Company to give any registration form which does such Registration Statement Notice shall not permit secondary sales or does not invalidate the Registration Statement. If, within five (5) calendar days after the Registration Statement Notice is given, a Holder provides written notice to the Company of its wish to include substantially such Registrable Securities (in the same information as would be required to be included amount set forth in a registration statement covering such notice) in such Registration Statement, the sale of Registrable Securities,) and Company will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty Registration Statement (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statementa “Piggy Back Registration”). If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to not have the any right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Registerable Securities in writing at least thirty fifteen (3015) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company for the account of the Company or for the account of any other security holder (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or statement relating to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,securities convertible into Common Stock) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Registerable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Registerable Securities held by such Holder shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Registerable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Registerable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Registerable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all the Registered Holders of Registrable Securities in writing at least thirty (30) days prior to the initial filing of any future registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plan, acquisition or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization,), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Registered Holder an opportunity to include in such registration statement all or any part of the Registrable Securities Warrant Shares then held by such HolderRegistered Holder that are not currently included in another registration statement. Each Registered Holder desiring to include in any such registration statement all or any part of the Registrable Securities Warrant Shares held by such Registered Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities Warrant Shares such Registered Holder wishes to include in such registration statement. If a Registered Holder decides not to include all of its Registrable Securities Warrant Shares in any registration statement thereafter filed by the Company, such Registered Holder shall nevertheless continue to have the right to include any Registrable Securities Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities and Additional Holders in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder or Additional Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder or Additional Holder. Each Holder or Additional Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementor Additional Holder. If a Holder or Additional Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder or Additional Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. For purposes of this Section 2.3 only, the shares set forth opposite each Additional Holder’s name on Exhibit B shall be deemed Registrable Securities.

Piggyback Registrations. The So long as the Stockholders hold Registrable Securities, the Company shall notify all Holders of Registrable Securities the Stockholders in writing at least thirty twenty (3020) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under an IPO for which the underwriters have delivered an exclusion notice to the Company as provided in Section 2.2 or Section 2.4 of this Agreement or to any 2.3(a), (ii) employee benefit plan plans or a with respect to corporate reorganization reorganizations or (iii) other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder the Stockholders an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holderthe Stockholders. Each Holder desiring If the Stockholders desire to include in any such registration statement all or any part of the Registrable Securities held by such Holder them, the Stockholders shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities such Holder wishes to include in such registration statementby the Stockholders. If a Holder decides the Stockholders decide not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder the Stockholders shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall promptly notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or Agreement, to any employee benefit plan or to a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization, or a registration and (ii) registrations on any registration form which does not permit secondary sales or that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities,Securities or registrations in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) 20 days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Holder who elects to include some or all of its Registrable Securities pursuant to this Section 2.3 shall cooperate with the Company in the preparation of any and all documents and instruments the Company deems necessary or convenient for the preparation of any applicable registration statement, and such Holders shall supply the Company with any and all information the Company deems necessary or convenient with respect to any registration statement.

Piggyback Registrations. The (a) Subject to the terms and conditions of the Lock-up Agreement, the Company shall notify each Investor who holds, and all Holders of of, Registrable Securities in writing at least thirty ten (3010) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding a registration statements relating solely to employee benefit plans, or a registration relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acton Form S-4, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,sales) and will afford each such Investor and/or Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such HolderInvestor and/or Holder as set forth herein. Each Investor and/or Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Investor and/or Holder shall, within twenty five (205) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Investor and/or Holder wishes to include in such registration statementas set forth herein. If a an Investor and/or Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Investor or Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding a registration statements statement (i) relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a (ii) with respect to any corporate reorganization or other transaction covered by under Rule 145 promulgated under of the Securities Act, or a registration on including any registration form which does not permit secondary sales statements related to the resale of securities issued in such a transaction or does not include substantially the same information as would be required (iii) related to be included in a registration statement covering the sale stock issued upon conversion of Registrable Securities,debt securities) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty seven (207) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, or if the Holder’s Registrable Securities are excluded therefrom by the provisions of Section 2.1(a), such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The (a) Each time the Company shall notify all Holders proposes to register any of Registrable Securities in writing at least thirty its equity securities (30other than pursuant to an Excluded Registration) days prior to filing any registration statement under the Securities Act for purposes of effecting a sale to the public offering of securities (whether for the account of the Company (including, but not limited to, registration statements relating to secondary offerings or the account of securities any Security Holders of the Company, but excluding ) and the form of registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required statement to be included in a used permits the registration statement covering the sale of Registrable Securities,) and will afford Shares, the Company shall give prompt written notice to each Holder of Registrable Shares (which notice shall be given not less than 30 days prior to the effective date of the Company’s registration statement), which notice shall offer each such Holder an the opportunity to include any or all of its or his Registrable Shares in such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Shares included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2(b) below, the Company shall include in such registration statement all such Registrable Shares so requested to be included therein; provided, however, that the Company may at any time withdraw or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in cease proceeding with any such registration statement if it shall at the same time withdraw or cease proceeding with the registration of all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes other equity securities originally proposed to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinregistered.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing (a “Piggyback Notice”) at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.1 or Section 2.4 of this Agreement 2.3 or to any employee benefit plan registrations by the Company on Form S-4 or F-4, as the case may be, or any successor forms, and any other equivalent registrations and registrations by the Company of any shares issued pursuant to a corporate reorganization share purchase or share option plans or agreements or other transaction covered by Rule 145 promulgated under the Securities Actincentive share arrangements), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each such Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice Piggyback Notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of its Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities held by it in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty ten (3010) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (A) a registration statements relating solely to any registration under Section 2.2 or Section 2.4 the sale of this Agreement or securities to any employees of the Company pursuant to an employee benefit plan or of the Company; (B) a registration relating to a corporate reorganization or other transaction covered by under Rule 145 promulgated under of the Securities ActAct (or comparable provision under Applicable Laws of another jurisdiction, or as applicable); (C) a registration on any registration form which does not permit secondary sales or that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities,; or (D) a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty five (205) days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Preferred Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Preferred Shares or Ordinary Shares issued upon conversion of the Preferred Shares or a combination of such Preferred Shares and Ordinary Shares(voting together on as-converted basis).

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to (i) the Company's initial public offering; (ii) any employee benefit plan or a corporate reorganization (iii) any acquisition, merger, consolidation or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,corporate reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities and Put Registrable Securities in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements to be filed pursuant to Section 2.2 and 2.3 and registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration ) specifying the approximate date on any registration form which does not permit secondary sales or does not include substantially the same information as would be required Company proposes to be included in a file such registration statement covering the sale of Registrable Securities,) and will afford advising each such Holder an opportunity of its right to include in such registration statement have any or all or any part of the Registrable Securites and Put Registrable Securities then held included among the securities to be covered by such Holderregistration statement. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities or Put Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities or Put Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities or Put Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities or Put Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Series C Preferred Shares without the consent in writing of the Series C Supermajority.

Piggyback Registrations. (a) The Company shall use its best efforts to notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to before filing any registration statement under the Securities Act for purposes of effecting a an underwritten public offering by the Company of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization merger, acquisition or other transaction covered by Rule 145 promulgated under the Securities Actreorganization, or a any Form S-3 or similar shelf registration on any registration form which does not permit secondary sales or does not include substantially statements relating to the same information as would be required to be included in a registration statement covering the non-underwritten offer and sale of Registrable Securities,securities for the account of persons or entities other than the Company) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty ten (2010) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Holders’ rights to include any Registrable Securities in any offering under this Section are subject in all events to the ability of the managing underwriter for such offering to exclude some or all of the Registrable Securities requested to be registered on the basis of a good faith determination that inclusion of such securities might adversely affect the success of the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata among all Holders who have requested to sell Registrable Securities in such registration.

Piggyback Registrations. (a) The Company shall notify all Holders of each Holder who holds Registrable Securities that are not subject to an effective registration statement in writing at least thirty (30) days 10 Business Days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration statements relating to any registration under Section 2.2 an offering that is not a Qualified Equity Offering or Section 2.4 of this Agreement or to any employee benefit plan or which is a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included resales of securities) and in any event including a registration statement covering resulting from obligations arising out of any other registration rights agreement to which the sale of Registrable Securities,) Company is a party, and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty five (205) days Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform the Company state such Holder’s desire to include all or a part of the number of Registrable Securities held by such Holder wishes that are not subject to include in such an effective registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Subject to the terms of this Agreement, if the Company proposes to register for its own account any of its Equity Securities in connection with the public offering of such Equity Securities, or if any demand registration of Equity Securities is requested by investors making equity investment in the Company subsequent to the equity investment in the Company by the Holders, the Company shall notify all the Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, including registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 3.3 or Section 2.4 3.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder shall be granted piggyback registration rights which are superior to those of the Holders under this Section 3.4 without the prior written consent of Holders holding at least fifty percent (50%) of the Registrable Securities then outstanding.

Piggyback Registrations. The Company shall notify all the Holders of Registrable Securities in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder the Holders an opportunity to include in such registration statement all or any part of the Registrable Securities then held by the Holders or duly issuable to such HolderHolders prior to the filing of the subject registration statement with the SEC upon their exercise of any option or conversion right under any Convertible Security (the "Converted Securities"). Each Holder The Holders desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it or, Converted Securities to be held by it, shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities such Holder wishes to include in such registration statementor Converted Securities by the Holders. If a Holder decides the Holders decide not to include all of its their Registrable Securities or Converted Securities in any registration statement thereafter filed by the Company, such Holder the Holders shall nevertheless continue to have the right to include any Registrable Securities or Converted Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The (i) At such time(s) as a registration statement pursuant to Section 4(b) herein is unavailable to the Holders, the Company shall will be required to notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the Company filing any registration statement after the ninetieth (90th) day following the Closing Date under the Securities 1933 Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization reorganization, merger or other transaction covered by Rule 145 promulgated under the Securities Actacquisition), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder after the ninetieth (90th) day following the Closing Date an opportunity to include in such registration statement (and any related qualification under or compliance with "blue sky" or other state securities laws) all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shallwill, within twenty thirty (2030) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall will inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its such Holder's Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Subject to the terms of this Schedule, if the Company proposes to register for its own account any of its equity securities in connection with a public offering of such securities, or if any demand registration of equity securities is requested by investors making investment in the Company subsequent to the issuance of the Notes, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) days Business Days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to any primary or secondary offerings offering of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 3 or Section 2.4 5 of this Agreement Schedule or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days Business Days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder of the Company shall be granted the piggyback registration right under this Section 4 that is superior to those of the Holders without prior written consent of Holders holding at least sixty percent (60%) of the Registrable Securities then outstanding.

Piggyback Registrations. The Company shall notify all Holders of ----------------------- Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration --------- statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated reorganization; provided, however, that notwithstanding the foregoing, the registration rights -------- ------- provided in this Section 2.3 to the Warrant Holders shall apply to registrations under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale Section 2.4 of Registrable Securities,this Agreement) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty thirty (2030) days after receipt of the above-above- described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its such Holder's Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Subject to the terms of this Schedule, if the Company proposes to register for its own account any of its equity securities in connection with a public offering of such securities, or if any demand registration of equity securities is requested by other shareholders, the Company shall notify all Holders of Registrable Securities the Investor in writing at least thirty (30) days Business Days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to any primary or secondary offerings offering of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 2 of this Agreement Schedule or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under reorganization), and shall afford the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder Investor an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holderthe Investor. Each Holder The Investor desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty ten (2010) days Business Days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder the Investor wishes to include in such registration statement. If a Holder the Investor decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any other shareholders, such Holder the Investor shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any other shareholders with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 4.3 or Section 2.4 4.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder of the Company shall be granted the piggyback registration right under this Section 4.4 that is superior to those of the Holders without prior written consent of holders of a majority of the Preferred Shares calculated on an as-converted basis.

Piggyback Registrations. The Company shall promptly notify all Holders of Registrable Securities in writing at least thirty (30a "Piggyback Notice") days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, whether pursuant to Section 4.2 or otherwise, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization reorganization, combination or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,merger) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty ten (2010) days after receipt of the above-described notice from the CompanyPiggyback Notice, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any such registration statement thereafter filed by the Companystatement, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Subject to the terms of this Agreement, if the Company proposes to register for its own account any of its equity securities in connection with the public offering of such securities, or if any demand registration of equity securities is requested by investors making equity investment in the Company subsequent to the equity investment in the Company by the Holders, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 3.3 or Section 2.4 3.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the CompanyCompany or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company or any subsequent investors with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Shareholder of the Company shall be granted the piggyback registration right under this Section 3.4 that is superior to those of the Holders without prior written consent of the Preferred Supermajority.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing as soon as reasonably practicable after the Company determines it will file any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.3 shall be paid by the Company.

Piggyback Registrations. The Company shall promptly notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and . The Company shall cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statementregistration. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 whether or not any Holder has elected to include Registrable Securities in such registration and shall promptly notify any Holder that has elected to include Registrable Securities in such registration of such termination or withdrawal. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.4 hereof.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to 1.2, any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.. Notwithstanding the foregoing, the rights of the Holder pursuant to this Section 2.3 shall not apply to the filing of any registration statement under the Securities Act for the resale of any of the Company’s common stock held by or to be issued to Laurus Master Fund, Ltd.

Piggyback Registrations. The Company shall notify (a) If, at any time prior to the expiration of the Registration Period, a Registration Statement is not effective with respect to all Holders of the Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of and the Company (includingdecides to register any of its securities for its own account or for the account of others, but not limited to, registration statements relating to secondary offerings of securities of then the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under Company will promptly give the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) Investors written notice thereof and will afford each such Holder an opportunity use its best efforts to include in such registration statement all or any part of the Registrable Securities then held requested by such HolderInvestors to be included therein (excluding any Registrable Securities previously included in a Registration Statement). This requirement does not apply to Company registrations on Form S-4 or S-8 or their equivalents (relating to equity securities to be issued in connection with an acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) or to registration statements that would otherwise not permit the registration of resales of previously issued securities. Each Holder desiring Investor must give its request for registration under this paragraph to include the Company in any such registration statement all or any part of the Registrable Securities held by such Holder shall, writing within twenty (20) 15 days after receipt from the Company of notice of such pending registration. If the registration for which the Company gives notice is a public offering involving an underwriting, the Company will so advise the Investors as part of the above-described notice from written notice. In that event, if the Companymanaging underwriter(s) of the public offering impose a limitation on the number of shares of Common Stock that may be included in the Registration Statement because, so notify in such underwriter(s)' judgment, such limitation would be necessary to effect an orderly public distribution, then the Company in writing, and shall include in such notice shall inform registration (i) first, the securities the Company proposes to sell, (ii) second, the securities desired to be sold pursuant to such Registration Statement by the stockholder or stockholders which are requiring the Company pursuant to a contractual registration right to file such Registration Statement and (iii) third, the Registrable Securities requested by the Investors to be included in such offering, pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities shares requested to be included by each such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinholder.

Piggyback Registrations. The Company shall notify all Holders of ----------------------- Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration regis tration statements relating to secondary offerings of securities of the Company, Company (but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or Agreement, to any employee benefit plan or a corporate reorganization to any merger or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,corporate reorganization)) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration registra tion statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shallwill, within twenty (20) days after receipt of the above-described notice from the CompanyCompany is deemed delivered pursuant to Section 6.1, so notify the Company in writing, and in such notice shall will inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration whether or not any Holder has elected to include any Registrable Securities in such registration.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, shall within twenty (20) days after the date of receipt of the above-described notice from by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. If, at any time after giving written notice of the Company's intention to effect a registration triggering the rights of the Holders of Registrable Securities under this Section 2.4 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 equity securities, the Company may, with the consent of Holders of a majority of the Registrable Securities proposed to be included in the registration, give written notice of such determination to the Holders and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such equity securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided herein).

Piggyback Registrations. The (a) In addition to the Company’s obligations with respect to the Resale Registration Statement set forth in Section 3.1, from and after the date hereof, the Company shall also notify all Holders of Registrable Securities in writing at least thirty ten (3010) days prior to the filing of any other registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company Common Stock solely for cash (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyCommon Stock), but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actthan an Excluded Registration, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement (other than a registration statement for an Excluded Registration) all or any part of the such Registrable Securities then held by such Holder; provided, that, the Company shall have no obligation to notify any Holder of any such registration statement if the Company has received a Demand Registration Request or if any Registration Statement covering all of the outstanding Registrable Securities is then effective. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty ten (2010) days after receipt of the above-described notice from the Company, so notify the Company in writing. In such event, and in such notice shall inform the Company right of the number of Registrable Securities any such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by for the Company, underwritten public offering of securities of the Company pursuant to this Section 3.2 shall be conditioned upon such Holder shall nevertheless continue to have Holder’s participation in such underwriting and the right to include any inclusion of such Holder’s Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect underwriting to offerings of its securities, all upon the terms and conditions set forth herein.extent

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after the date of receipt of the above-described notice from by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. If, at any time after giving written notice of the Company's intention to effect a registration triggering the rights of the Holders of Registrable Securities under this Section 2.4 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 equity securities, the Company may, with the consent of Holders of a majority of the Registrable Securities proposed to be included in the registration, give written notice of such determination to the Holders and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such equity securities (but not from its obligation to pay expenses to the extent incurred in connection therewith as provided herein).

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing as soon as reasonably practicable after the Company determines it will file any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. All Registration Expenses incurred in connection with registrations requested pursuant to this Section 2.3 after the Company has effected three (3) registrations pursuant to this Section 2.3, and each such registration has been declared or ordered effective, shall be paid by the selling Holders and, if it participates, the Company pro rata in proportion to the number of shares to be sold by each such Holder or by the Company.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities and Additional Holders in writing at least thirty fifteen (3015) days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,Special Registration Statements) and will afford each such Holder or Additional Holder an opportunity to include in such registration statement all or any part of the such Registrable Securities then held by such Holder or Additional Holder. Each Holder or Additional Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementor Additional Holder. If a Holder or Additional Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder or Additional Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. For purposes of this Section 2.3 only, the shares of Common Stock set forth opposite each Additional Holder’s name on Exhibit B shall be deemed Registrable Securities.

Piggyback Registrations. The (a) If the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior proposes to filing any registration statement file a Registration Statement under the Securities Act for purposes its own account or the account of effecting a public offering others under the Securities Act of securities any of the Company its Equity Securities (including, but not limited to, including registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to (i) any employee benefit plan or (ii) a corporate reorganization reorganization, merger or other transaction covered by Rule 145 promulgated under acquisition), then the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required Company shall notify all Holders in writing at least thirty (30) calendar days prior to be included in a registration statement covering the sale of Registrable Securities,) such filing and will afford each such Holder an opportunity to include in such registration statement Registration Statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring wishing to include in any such registration statement Registration Statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statementRegistration Statement on the same terms and conditions as the Equity Securities of the Company included therein. If a Holder decides not to include all of its Registrable Securities in any registration statement Registration Statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any its Registrable Securities in any subsequent registration statement or registration statements as Registration Statement that may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall use its best efforts to notify all Holders of Registrable Securities Investors in writing at least thirty twenty (3020) days prior to before filing any registration statement under the Securities Act for purposes of effecting a an underwritten public offering by the Company of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization merger, acquisition or other transaction covered by Rule 145 promulgated under the Securities Actreorganization, or a any Form S-3 similar shelf registration on any registration form which does not permit secondary sales or does not include substantially statements relating to the same information as would be required to be included in a registration statement covering the non-underwritten offer and sale of Registrable Securities,securities for the account of persons or entities other than the Company) and will afford each such Holder Investor an opportunity to include in such registration statement all or any part of the Registrable Securities Shares then held by such HolderInvestor. Each Holder Investor desiring to include in any such registration statement all or any part of the Registrable Securities Shares held by such Holder Investor shall, within twenty ten (2010) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities Shares such Holder Investor wishes to include in such registration statement. If a Holder an Investor decides not to include all of its Registrable Securities Shares in any such registration statement thereafter filed by the Company, such Holder Investor shall nevertheless continue to have the right to include any Registrable Securities Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securitiessecurities as described above, all upon the terms and conditions set forth herein. The Investors' rights to include any Shares in any offering under this Section are subject in all events to the ability of the managing underwriter for such offering to exclude some or all of the Shares requested to be registered on the basis of a good faith determination that inclusion of such securities might adversely affect the success of the offering or otherwise adversely affect the Company. Any such exclusion shall be pro rata among all Investors who have requested to sell Shares in such registration.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities and Underlying Securities in writing at least thirty twenty (3020) days prior to filing any registration statement under the Securities Act for purposes of effecting a an underwritten primary public offering of securities of by the Company of Common Shares (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities (including Registrable Securities issuable upon exchange or conversion of Underlying Securities) then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the such Registrable Securities held by such Holder shall, within twenty ten (2010) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities (including Registrable Securities issuable upon exchange or conversion of Underlying Securities) in any such registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to such offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. 3.1 The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty thirty (2030) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Upon the written request of each Holder given within thirty (30) days after mailing of such notice by the Company, the Company shall use its commercial best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered.

Piggyback Registrations. (a) The Company shall notify all Holders of each Holder who holds Registrable Securities in writing at least thirty (30) days 10 Business Days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration statements relating to any registration under Section 2.2 an offering that is not a Qualified Equity Offering or Section 2.4 of this Agreement or to any employee benefit plan or which is a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included sales) and in any event including a registration statement covering resulting from obligations arising out of any other registration rights agreement to which the sale of Registrable Securities,) Company is a party, and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days five Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform the Company state such Holder’s desire to include all or a part of the number of Registrable Securities held by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No Holder of Registrable Securities shall be granted piggyback registration rights superior to those of the Holders of the Series A Shares without the consent in writing of the Holders of at least fifty percent (50%) of the Series A Shares or Ordinary Shares issued upon conversion of the Series A Shares or a combination of such Series A Shares and Ordinary Shares.

Piggyback Registrations. The If at any time during the Effective Period there is not an effective registration statement covering all the Registrable Securities and the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior determine to filing any file a registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to (i) any employee benefit plan or (ii) a corporate reorganization reorganization, merger or other transaction covered by Rule 145 promulgated under acquisition), then the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required Company shall notify all Holders in writing at least thirty (30) calendar days prior to be included in a registration statement covering the sale of Registrable Securities,) such filing and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) calendar days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any its Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company Excite shall notify all Holders of Registrable Securities AOL in writing at least thirty (30) days prior to filing any registration statement under the Securities 1933 Act for purposes of effecting a public offering of securities of the Company Excite (including, but not limited to, registration statements relating to secondary offerings of securities of the CompanyExcite, but excluding registration statements on Form S-8 or S-4 or relating to any registration under Section 2.2 or Section 2.4 of this Agreement or solely to any employee benefit plan or a corporate reorganization an acquisition of any entity or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,business) and will afford each such Holder AOL, subject to the terms and conditions set forth herein, an opportunity to include in such registration statement all or any part of the AOL Registrable Securities then held by such HolderAOL. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder AOL shall, within twenty (20) days after receipt of the above-described notice from the CompanyExcite, so notify the Company Excite in writing, and in such notice shall inform the Company Excite of the number of AOL Registrable Securities such Holder AOL wishes to include in such registration statement. If a Holder AOL decides not to include all of its the AOL Registrable Securities in any registration statement thereafter filed by the CompanyExcite, such Holder AOL shall nevertheless continue to have the right to include any AOL Registrable Securities not included in such registration statement in any subsequent registration statement or registration statements as may be filed by the Company Excite with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Whenever the Company shall notify all Holders proposes to register any of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement its securities under the Securities Act for purposes of effecting (other than pursuant to a public offering of securities of the Company (includingregistration on Form S-8 or Form S-4 or any successor forms, but not limited to, a registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any covering only an employee benefit plan or a corporate reorganization or other transaction covered by (as defined in Rule 145 promulgated under 405 of the Securities Act, ) or a registration on any covering only securities proposed to be issued in exchange for securities or assets of another corporation) and the registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a used may be used for the registration statement covering the sale of Registrable Securities,) Securities (a "Piggyback Registration"), the Company will give prompt written notice to all holders of Registrable Securities and will afford each such Holder an opportunity to shall include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring with respect to include in any such registration statement all or any part of which the Registrable Securities held by such Holder shall, Company has received written requests for inclusion therein within twenty (20) days 15 Business Days after receipt of the above-described notice from day on which the Company's notice is deemed delivered under the terms hereof. Notwithstanding anything herein to the contrary, so notify in connection with any Registration under this Section 13(c) involving an underwriting, the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right be required to include any Registrable Securities in any subsequent registration statement or registration statements such offering unless the holders thereof accept the terms of the underwriting as may be filed by agreed upon between the Company with respect and the underwriters selected by it. If in the opinion of the managing underwriter, it is appropriate because of marketing factors to offerings limit the number of its securitiesRegistrable Securities to be included in the offering pursuant to this Section 13(c), all upon then the terms and conditions set forth hereinCompany shall include in the offering only that number of Registrable Securities, if any, that the managing underwriter believes would not jeopardize the offering. The Company shall have the right to postpone or withdraw any Registration effected pursuant to this Section 13(c) without obligation to any Holder.

Piggyback Registrations. The Company shall notify all Registered Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement 1.3, below, or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,reorganization) and will afford each such Registered Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Registered Holder. Each Registered Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Registered Holder shall, shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Registered Holder wishes to include in such registration statement. If a Registered Holder decides not to include all of his, her or its Registrable Securities in any registration statement thereafter filed by the Company, such Registered Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty twenty (3020) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) ), and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty ten (2010) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company (a) Parent shall notify all Holders holders of ----------------------- Registrable Securities in writing at least thirty twenty (3020) days prior to the filing of any registration statement Registration Statement under the Securities Act for purposes of effecting a public offering of securities of the Company Parent (including, but not limited to, registration statements Registration Statements relating to secondary offerings of securities of the CompanyParent, but excluding registration statements Registration Statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan plans or a with respect to corporate reorganization reorganizations or other transaction covered by transactions under Rule 145 promulgated under of the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder stockholder an opportunity to include in such registration statement Registration Statement all or any part of the such Registrable Securities then held by such Holderstockholder. Each Holder desiring wishing to include in any such registration statement Registration Statement all or any part of the Registrable Securities held by such Holder it shall, within twenty fifteen (2015) days after receipt of the above-described notice notification from the CompanyParent, so notify the Company Parent in writing, and in such . Such notice shall inform state the Company intended method of disposition of the number of Registrable Securities by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement Registration Statement thereafter filed by the CompanyParent, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any such subsequent registration statement Registration Statement or registration statements Registration Statements as may be filed by the Company Parent with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The Company shall promptly notify all Holders of Registrable Securities in writing at least thirty not less than twenty (3020) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding (i) registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or Agreement, to any employee benefit plan or to a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization, or a registration and (ii) registrations on any registration form which does not permit secondary sales or that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Holder who elects to include some or all of its Registrable Securities pursuant to this Section 2.3 shall cooperate with the Company in the preparation of any and all documents and instruments the Company reasonably deems necessary for the preparation of any applicable registration statement, and such Holders shall supply the Company with any and all information about such Holder the Company reasonably deems necessary with respect to any registration statement.

Piggyback Registrations. The (a) If a registration statement covering the Registrable Securities has not been filed in accordance herewith, the Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company or for the resale of securities held by the Company’s shareholders who are not party to this Agreement, but excluding registration statements relating to any registration under Section 2.2 on Form S-8 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,S-4) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder Subscription Agreement Convertible Debenture Series H Sibling Entertainment Group, Inc. Page 48 of 56 June 28, 2006 desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statementstatement all upon the terms and conditions set forth herein. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to no longer have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The (a) Subject to the terms and conditions of the Lock-Up, the Company shall notify all Holders of each Holder who holds Registrable Securities in writing at least thirty (30) 10 days prior to the filing of any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings whether in connection with a public offering of securities by the Company, a public offering of securities by shareholders of the Company, or both, but excluding any registration statements relating to any registration under Section 2.2 an offering excluded from a Qualified Equity Offering or Section 2.4 of this Agreement or to any employee benefit plan or which is a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities ActSpecial Registration, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,sales) and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) five days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such . Such notice shall inform the Company state such Holder’s desire to include all or a part of the number of Registrable Securities held by such Holder wishes to include in such registration statementHolder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The At such time(s) as a registration ----------------------- statement pursuant to Section 4(b) herein is unavailable to the Holders, the Company shall will be required to notify all Holders of Registrable Securities in writing at least thirty (30) days prior to the Company filing any registration statement made after October 14, 1997 under the Securities 1933 Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Actreorganization, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder after October 14, 1997 an opportunity to include in such registration statement (and any related qualification under or compliance with "blue sky" or other state securities laws) all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shallwill, within twenty thirty (2030) days after receipt of the above-above- described notice from the Company, so notify the Company in writing, and in such notice shall will inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its such Holder's Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, ; registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2.2 2.3 or Section 2.4 2.5 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Acttransaction, an offer and sale of debt securities, or a registration on any registration form which that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) sales), and will shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. , Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. (a) xXXXX*s Rights. The Company shall notify all Holders of Registrable Securities xXXxX*s in writing at least thirty (30) days (or such shorter period of time as is practicable) prior to filing any registration statement under the Securities 1933 Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements on Form S-8 or S-4 or relating to any registration under Section 2.2 or Section 2.4 of this Agreement or solely to any employee benefit plan or a corporate reorganization an acquisition of any entity or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,business) and will afford each such Holder xXXxX*s, subject to the terms and conditions set forth herein, an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such HolderSecurities. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder xXXxX*s shall, within twenty ten (2010) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes it requests to include be included in such registration statement. If a Holder xXXxX*s decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder it shall nevertheless continue to have the right to include any Registrable Securities not included in such registration statement in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

Piggyback Registrations. The (a) At any time after the Permitted Transfer Date, each time the Company shall notify all Holders proposes to register any of Registrable Securities in writing at least thirty its equity securities (30other than pursuant to an Excluded Registration) days prior to filing any registration statement under the Securities Act for purposes of effecting a sale to the public offering of securities (whether for the account of the Company (including, but not limited to, registration statements relating to secondary offerings or the account of securities any securityholder of the Company, but excluding ) and the form of registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required statement to be included in a used permits the registration statement covering the sale of Registrable Securities,) and will afford , the Company shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each such Holder an opportunity the opportunity, either with or without all other holders of Registrable Securities in the Company's sole discretion, to include each Holder's pro rata share of all Registrable Securities in such registration statement, subject to the limitations contained in Section 2.2(b) hereof. Each Holder who desires to have its or his Registrable Securities included in such registration statement shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such notice from the Company. Any Holder shall have the right to withdraw such Holder's request for inclusion of such Holder's Registrable Securities in any registration statement pursuant to this Section 2.2(a) by giving written notice to the Company of such withdrawal. Subject to Section 2.2(b) below, the Company shall include in such registration statement all or any part of the such Registrable Securities then held by such Holder. Each Holder desiring so requested to include in be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration statement if it shall at the same time withdraw or cease proceeding with the registration of all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes other equity securities originally proposed to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth hereinregistered.

Piggyback Registrations. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company), but excluding registration statements relating to any registration under Section 2.2 or Section 2.4 of this Agreement or to any employee benefit plan or a corporate reorganization or other transaction covered by Rule 145 promulgated under the Securities Act, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities,) and will afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall, within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.3.