Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2.

Piggy Back Registration. (a) If at any time after the Public Date, the Company shall determine proposes to register any of its securities under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits planon Form ▇-▇, (ii) equity securities issuable upon conversion of debt securities ▇▇▇▇ ▇-▇, or (iii) a registration relating solely to a Rule 145 transactionany successor or similar forms), whether for the account of the Company or otherwise, it shall send to each Holder will promptly, but not later than thirty (30) days before the anticipated date of filing such registration statement, give written notice to all record holders of such determination andthe Registrable Securities. Upon the written request from any Holders (the “Requesting Holders”), if within ten (10) 15 days after receipt of any such notice, such Holder shall so request in writingnotice from the Company, the Company shall use its best efforts to include in such registration statement will, except as herein provided, cause all or any part of the Registrable Securities that covered by such Holder requests request (the “Requested Stock”) held by the Requesting Holders to be registeredincluded in such registration statement, except all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that ifnothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. (b) If any registration pursuant to Section 2(a) shall be underwritten in connection with any offering involving whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders. If in the good faith judgment of Common the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be issued offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The obligation of the Company under Section 2(a) shall impose not apply after the earlier of (i) the date that all of the Conversion Shares have been sold pursuant to Rule 144 under the Securities Act or an effective registration statement, or (ii) such time as the Conversion Shares are eligible for immediate resale pursuant to Rule 144(b)(1) under the Securities Act to the Holders. (c) If the registration statement is an offering to be made on a limitation continuous basis pursuant to Rule 415 and is not on a Form S-3, and the Commission advises the Company that all of the Restricted Stock may not be included under Rule 415(a)(i), then the number of shares of Common Requested Stock otherwise to be included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if reduced pro rata (by number of shares) among the underwriters make the determination described above, Requesting Holders and (b) if such offering is not the initial Public Offering all other holders of the Company’s registration rights who have requested inclusion of their securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to which is permitted by the product of (i) the number of Registrable Securities that remain available Commission for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right resale under this Section 2.1 shall be construed to limit any registration required under Section 2.2Rule 415(a)(i).

Piggy Back Registration. If at 2.1 At any time and from time to time during the Warrant exercise period, whenever the Company shall determine proposes to register under the Securities Act (including pursuant to file a demand of any shareholder of Registration Statement, the Company exercising registration rights other than pursuant will prior to Section 2.2 or Section 2.3 hereof) any such filing give written notice to Holder of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely intention to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination do so and, if upon the written request of Holder given within ten (10) days after receipt of the Company provides such notice, such Holder shall so request in writing, the Company shall use its best good faith efforts to include cause all Registrable Securities which the Company has been requested by Holder to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in such accordance with the intended methods of distribution specified in the request of Holder; provided that the Company shall have the right to postpone or withdraw any registration statement all effected pursuant to this Section 2 without obligation or any part liability to Holder. In the Holder’s request, the Holder will be required to describe briefly its proposed disposition of the Registrable Securities that such Holder requests to be registered, except that ifSecurities. However, in connection with any offering registration under Section 2, the Holder’s Registrable Securities shall be junior and subordinate to any registration rights granted by the Company which are already outstanding, and any senior registration rights granted by the Company in the future. 2.2 In connection with any registration under Section 2 involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such underwritten offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registrationsecurities, the Company shall not be obligated required to include any Registrable Securities in such underwriting unless ▇▇▇▇▇▇ accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the sole discretion of the underwriters, jeopardize the success of the offering by the Company. If in the sole discretion of the managing underwriter or underwriters the registration of all, or part of, the Registrable Securities which Holder has requested to be included would adversely affect such public offering, then the Company shall be required to include in such registration statement, with respect to the requesting Holder, underwriting only an amount that number of Registrable Securities equal to Securities, if any, which the product of (i) managing underwriter or underwriters believe may be sold without causing such adverse effect. If the number of Registrable Securities that remain available for registration after to be included in the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, underwriting in either case, no accordance with the foregoing is less than the total number of Registrable Securities shall which Holder has requested to be reduced or excluded from any registration unless all other securities included, then Holder and each participant other than the Company in such underwriting shall participate in the underwriting pro rata based upon their total ownership of Registrable Securities. Any such limitation shall be imposed in such manner so as to avoid any diminution in the number of securities the Company may register for sale by giving first priority for the securities to be registered for issuance and sale by the Company and the underwriter, and by giving second priority for the securities to be registered for sale by any holder of Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of pursuant to the terms of this Agreement. 2.3 In connection with any registration under this Section 2 involving a selling stockholder registration statement or any other registration statement not involving an underwritten offering of the Company’s securities, the Company reserves the right to include only that number of Registrable Securities, if any, as it shall determine in its sole discretion, may be sold without jeopardizing the success of the offering or having an adverse effect on the offering. If the number of Registrable Securities to be included in the offering in accordance with the foregoing is less than the total number of Registrable Securities which Holder has requested to be included, then Holder and each participant other than the Company in such underwritingoffering shall participate in the offering pro rata based upon their total ownership of Registrable Securities. Any such limitation shall be imposed in such manner so as to avoid any diminution in the number of securities the Company may register for sale by giving first priority for the securities to be registered for issuance and sale by the Company, he and by giving second priority for the securities to be registered for sale by any holder of Registrable Securities pursuant to the terms of this Agreement. 2.4 Any holder of Registrable Securities may elect to withdraw therefrom such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company and of such request to withdraw prior to the underwritereffectiveness of the Registration Statement. No incidental right under this The Company may also elect to withdraw a registration statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 2.1 shall be construed to limit any registration required under Section 2.24.

Piggy Back Registration. If at any time (a) In the event that the Company shall determine proposes to register any Common Stock under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights 1933 Act, other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely statement on Forms S-4 or S-8 or any successor to (i) such Forms, either for its own account or for the purpose of the sale of Common Stock owned by any present or future holder of Common Stock, or any other obligation of the Company to register securities on Form ▇-▇, ▇▇-▇, ▇-▇ or S-3, or any successor to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writingForms, the Company shall use mail or deliver to all holders of Registrable Securities, at least 10 days prior to the filing with the SEC of the registration statement covering such Common Stock, a written notice (a “Registration Notice”) of its best efforts intention so to register such Common Stock. (b) In the event that a Registration Notice shall have been so mailed or delivered, each holder of Registrable Securities may elect to include in such registration statement such percentage of its Registrable Securities as equals the percentage derived by adding all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting shares of Common Stock to be issued registered on behalf of each of the holders on whose behalf such registration statement is being filed (excluding the holders of Registrable Securities) and dividing such number by the Company, the managing underwriter shall impose a limitation on the total number of shares of Common Stock included in any owned by such registration statement becauseholders (excluding the holders of Registrable Securities). To the extent that a holder of Registrable Securities chooses to include such Registrable Securities as it is entitled to include pursuant to the preceding sentence such holder shall mail or deliver to the Company, in a written notice (a “Supplemental Notice”) (i) specifying the number of shares of Registrable Securities proposed to be sold or otherwise transferred by such underwriter’s judgment, such limitation is necessary based on market conditionsholder, (aii) if describing the proposed manner of sale or other transfer thereof under the Securities Act; PROVIDED, HOWEVER, that such Supplemental Notice shall be so mailed or delivered by such holder not more than 5 days after the date of delivery to such holder of a Registration Notice. (c) If the registration of which the Company gives notice as provided above is for a registered public offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registrationinvolving an underwriting, the Company shall so advise the holders of Registrable Securities as a part of the Registration Notice given pursuant to this Section 2. In such event the right of any holder of Registrable Securities to registration pursuant to this Section 2 shall be obligated conditioned upon such holder’s participation in such underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (together with the shares of Common Stock to be registered by the Company and shares of Common Stock held by Persons who by virtue of agreements with the Company are entitled to include shares in such registration statement, (the “Other Shareholders”)) enter into an underwriting agreement in customary form with respect to the requesting Holder, only an amount underwriter or underwriters selected for underwriting by the Company. If any holder of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of any such underwriting, he it may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (d) Notwithstanding any other provision of this Section 2.1 2, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may exclude from such registration and underwriting all of the Registrable Securities which would otherwise be underwritten pursuant to this Section 2. The Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be underwritten and the number of shares of securities that are entitled to be included in the registration, then the Company shall be construed obligated to limit include in such registration statement only such limited portion (which may be none) of the Registrable Securities as the managing underwriter determines in good faith. (e) Notwithstanding the foregoing provisions, the Company may withdraw any registration required under statement referred to in this Section 2.22 without thereby incurring any liability to the holders of Registrable Securities.

Piggy Back Registration. (1) If at any time the Company shall determine proposes to register file a registration statement under the Securities Act (including pursuant with respect to a demand of any shareholder of an offering by the Company exercising registration rights other than pursuant to Section 2.2 for its own account or Section 2.3 hereof) for the account of any of its Common Stock in connection with the public offering security holders of such securities solely for cash any class of equity security (other than a registration relating solely to statement on Form S-4 or S-8 (ior any substitute form that may be adopted by the Commission) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely statement in connection with an exchange offer or offering to a Rule 145 transactionthe Company's existing security holders), it then the Company shall send to each Holder give written notice of such determination andproposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), if within ten (10) days after receipt and such notice shall offer such Holders the opportunity to register such number of such notice, Registrable Securities as each such Holder shall so may request in writing, the (a "Piggy-Back Registration"). (2) The Company shall use its best efforts to include in such registration statement all cause the managing Underwriter or any part Underwriters of a proposed underwritten offering to permit the Registrable Securities that such Holder requests requested to be registered, except that if, included in connection with any the registration statement for such offering involving an underwriting of Common Stock to be issued by included on the Companysame terms and conditions as any similar securities of the Company or of such other security holders included therein. Notwithstanding the foregoing, if the managing underwriter shall impose a limitation on the number Underwriter or Underwriters of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, deliver a written opinion to the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product that either because of (i) the number kind or combination of securities which the Holders, the Company and any other persons or entities intend to include in such offering or (ii) the size of the offering which the Holders, the Company and such other persons intend to make, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (a) in the event that the size of the offering is the basis of such managing Underwriter's opinion, the amount of securities to be offered for the accounts of Non-Priority Persons (as defined below) shall be reduced pro rata (according to the Registrable Securities and other securities proposed for registration by Persons ("Non-Priority Persons") other than the Company (if such registration was initially to be filed for the account of the Company) or the other Persons for whose account such registration was initially to be filed) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; PROVIDED that if securities are being offered for the account of Non-Priority Persons other than holders of Registrable Securities, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by Non-Priority Persons other than holders of Registrable Securities that remain available for registration after the underwriter’s cut back is reduced; and (iib) in the event that the kind (or combination) of securities to be offered is the basis of such Holder’s Ownership Percentage; providedmanaging Underwriter's opinion, however, in either case, no (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (a) above (subject to the proviso in clause (a)) or excluded from any registration unless all other securities other than (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities are first entirely requested to be included would have on such offering, such Registrable Securities will be excluded from such registrationoffering. If any Holder disapproves The Company will pay all Registration Expenses (as defined herein) in connection with each registration of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2Registrable Securities.

Piggy Back Registration. If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) Notwithstanding anything to the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination andcontrary contained herein, if within ten (10the managing underwriter(s) days after receipt of such notice, such Holder shall so request any underwritten offering that is the subject of a Piggy-Back Registration have informed the Company in writingwriting that in their opinion the total number of Shares that the Company, the Company shall use its best efforts Piggy-Back Holders and any other persons desiring to participate in such registration intend to include in such offering exceeds the number which can be sold in such offering without materially and adversely affecting the marketability of the offering, then (x) the number of Shares to be offered for the account of all other persons (other than the Company, the Piggy-Back Holders, the Additional Piggy-Back Holder and any securityholder(s) for whom such registration statement all or any constitutes an exercise of their demand registration rights) that have requested to include Shares in such registration shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Shares requested to be included, (y) thereafter, if necessary, the number of Shares to be offered for the account of the Company (if any) shall be reduced (to zero, if necessary), and (z) thereafter, if necessary, the number of Shares to be offered for the account of Piggy-Back Holders and Additional Piggy-Back Holder shall be reduced (to zero, if necessary) pro rata in proportion to the respective number of Shares requested to be included, to the extent necessary to reduce the total number of Shares requested to be included in such offering to the number of Shares, if any, that such managing underwriter(s) believe can be included without materially and adversely affecting the success of the offering; provided that, if such registration contemplates an "over-allotment option" on the part of underwriters, to the extent such over-allotment option is exercised and Holders of the Registrable Securities were excluded from registering any of the Registrable Securities they requested be included in such registration pursuant to the cutback provisions of this Section 2.4(b), then the over-allotment option shall be fulfilled through the registration and sale of such excluded Registrable Securities. (ii) If the managing underwriter(s) of any underwritten offering that is the subject of a Piggy-Back Registration notify the Company that the kind of securities that the Piggy-Back Holders intend to include is such Holder requests as to be registeredmaterially and adversely affect the success of such offering, except that ifthen (x) the Company shall afford the Piggy-Back Holders the opportunity to exercise, in connection with any offering involving an underwriting of convert or exchange such securities for or into Common Stock to be issued by concurrently with the Company, the managing underwriter shall impose a limitation on the number consummation of such offering and include such shares of Common Stock included in any such registration statement becauseoffering, in which case such underwriter’s judgment, such limitation is necessary based on market conditions, shares of Common Stock shall be included subject to clause (ai) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (by) if one or more Piggy-Back Holders do not so exercise, convert or exchange such securities, such securities to be included in such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company by such Piggy-Back Holders shall be obligated to include reduced as described in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of clause (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) above or if such Holder’s Ownership Percentage; provided, howeverreduction would, in either casethe judgment of the managing underwriter(s), no Registrable Securities shall be reduced or excluded from any registration unless all other insufficient to substantially eliminate the adverse effect that inclusion of such securities other than the Registrable Securities are first entirely requested to be included would have on such offering, such securities will be excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2offering.

Piggy Back Registration. If at any time the Company shall determine to register for its own account or the account of others under the Securities Act (including pursuant to a demand of for registration made by any shareholder stockholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereofCompany) any of its equity securities, or warrants to purchase equity securities, other than on Form S-4 or Form S-8 or their then equivalents relating to shares of Common Stock to be issued solely in connection with the public offering any acquisition of such securities solely for cash (any entity or business or shares of Common Stock issuable in connection with stock option or other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)benefit plans, it shall send to each Holder holder of Registrable Securities as reflected on the books and records of or maintained on behalf of the Company (each a "holder"), including each holder who has the right to acquire, who is entitled to registration rights under this SECTION 4.1 written notice of such determination and, if within ten fifteen (1015) days after receipt of such notice, such Holder holder shall so request in writing, the Company shall use its best reasonable efforts to include in such registration statement all or any part of the Registrable Securities that such Holder holder requests to be registered, except that if, in connection with any underwritten public offering involving an underwriting of Common Stock to be issued by the Company, Company the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in any such the registration statement because, in such underwriter’s its judgment, such limitation is necessary based on market conditionsto effect an orderly public distribution, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, then the Company shall be obligated to include in such registration statement, statement only such limited portion of the Registrable Securities with respect to the requesting Holder, only an amount which such holder has requested inclusion hereunder. Any exclusion of Registrable Securities equal shall be made pro rata among the holders seeking to the product of (i) include Registrable Securities, in proportion to the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) sought to be included by such Holder’s Ownership Percentageholders; provided, however, in either case, no that the Company shall not exclude any Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriterhas first excluded all outstanding securities which are not entitled by right to inclusion of securities in such registration statement pursuant to this ARTICLE IV. No incidental right under this Section 2.1 SECTION 4.1 shall be construed to limit any registration required under Section 2.2SECTION 4.2. The obligations of the Company to a holder under this SECTION 4.1 may be waived only by such Holder. Anything herein to the contrary notwithstanding, no other registration rights (demand or piggy-back) with respect to any debt or equity securities shall be granted to any Person without the consent of the Holders.

Piggy Back Registration. If at any time commencing on the date of issuance of the Series D Preferred Shares and the Common Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to register prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act (including pursuant to a demand of any shareholder securities of the Company exercising registration rights Company, other than pursuant on Form S-4 or Form S-8 or their then equivalents relating to Section 2.2 or Section 2.3 hereof) any of its Common Stock equity securities to be issued solely in connection with the public offering any acquisition of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) any entity or business or equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)in connection with employee benefit plans, it Company shall send to each Holder the Holders written notice of such determination andand if, if within ten (10) days after receipt of such notice, such any Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering involving an underwriting for the account of Common Stock to be issued by the Company, the managing underwriter underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in any such registration statement the Registration Statement because, in such underwriter’s underwriter(s)’ judgment, such limitation is necessary based on market conditionsto effect an orderly public distribution, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the then Company shall be obligated to include in such registration statement, Registration Statement only such limited portion of the Registrable Securities with respect to the requesting Holder, only an amount which such Holder has requested inclusion. Any exclusion of Registrable Securities equal shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentagespecified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in either casesuch Registration Statement; and provided further, no however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be reduced or excluded from any registration unless all made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other than securities is prohibited under any written agreement entered into by Company with the Registrable Securities are first entirely excluded from holder of such registration. If any Holder disapproves of other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriteragreement. No incidental right to registration of Registrable Securities under this Section 2.1 1(b) shall be construed to limit any registration required under Section 2.21(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Series D Preferred Shares and the Common Shares may waive the obligations of Company under this Section 1(b).

Piggy Back Registration. If at any time the Company shall determine Borrower proposes to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock capital stock under the 1933 Act in connection with the public offering of such securities solely for cash (its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration relating solely to (i) the sale of securities to participants in a Company Borrower's stock or stock option plans or employee benefits plan, benefit plans or (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)transaction for which Form S-4 may be used, it then: (a) Borrower shall send to each Holder give written notice of such determination andto each Holder of Registrable Securities, if within ten (10) days after receipt of such notice, and each such Holder shall so request have the right to request, by written notice given to Borrower within fifteen (15) days of the date that such written notice was mailed by Borrower to such Holder, that a specific number of Registrable Securities held by such Holder be included in writingthe Piggy-Back Registration Statement (and related underwritten offering, if any) and the states in which such Registrable Securities are to be sold; (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the Company notice given to each Holder shall use specify the name or names of the managing underwriter or underwriters for such offering. In addition, such notice shall also specify the number of securities to be registered for the account of Borrower and for the account of its best efforts shareholders (other than the Holders of Registrable Securities), if any; (c) If the Piggy-Back Registration Statement relates to include an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) to sell such Holder's Registrable Securities on the same basis as provided in the underwriting arrangement approved by Borrower, and (ii) to timely complete and execute all questionnaires, powers of attorney, indemnities, hold-back agreements, lock-up agreements, underwriting agreements and other documents required under the terms of such registration statement underwriting arrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any part portion of the Registrable Securities that in such Holder requests offering would materially adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be registeredincluded for sale in such offering at the best price obtainable therefor, except the aggregate number of Registrable Securities that if, in connection with any offering involving an underwriting of Common Stock to may be issued sold by the CompanyHolders shall be limited to such number of Registrable Securities, if any, that the managing underwriter shall impose a limitation on or underwriters determine may be included therein without such adverse effect as provided below. If the number of shares securities proposed to be sold in such underwritten offering exceeds the number of Common Stock securities that may be sold in such offering, there shall be included in any such registration statement becausethe offering, in such underwriter’s judgmentfirst, such limitation is necessary based on market conditions, (a) if such offering is up to the initial Public Offering maximum number of the Company’s securities solely to be sold by Borrower for its own account and for the Company’s own accountaccount of other stockholders (other than Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders may be excluded entirely if the underwriters make the determination described above, and thereof (b) if pro rata as between such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in such other proportions as the managing underwriter or underwriters for the offering may require; PROVIDED, HOWEVER, that remain available in the event that the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering pursuant to the terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by Borrower of its securities for registration after its own account, there shall be included in the underwriter’s cut back offering, first, up to the maximum number of securities to be sold by Borrower for its own account and second, as to the balance, if any, securities to be sold for the account of Borrower's stockholders (iiboth the Holders of Registrable Securities requested and such other stockholders of Borrower requested to be included therein) such Holder’s Ownership Percentage; provided, however, in either case, no on a pro rata basis; (e) Holders of Registrable Securities shall have the right to withdraw their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities; (f) The exercise of the registration rights of the Holders with respect to any specific underwritten offering shall be reduced or excluded from any subject to a ninety (90)-day delay at the request of the managing underwriter; (g) All piggyback registration unless rights of the Holders shall terminate when all other securities other than of the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he Then Outstanding may elect be sold pursuant to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2Rule 144(k).

Piggy Back Registration. (a) If at any time the Company shall determine proposes to register any of its Securities under the Securities Act (including pursuant in order to effect a demand of any shareholder Public Offering, whether or not for sale for its own account, it will, each such time, give prompt written notice at least 15 Business Days prior to the anticipated filing date of the Company exercising Registration Statement relating to such registration to each Representative A&B Holder and the Investors, which notice will set forth the Representative A&B Holders’ and the Investors’ rights other than pursuant under this Section 5.2 and will, subject to the provisions of Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction5.2(b), it shall send to each Holder written notice of offer such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, Representative A&B Holders and the Company shall use its best efforts Investors the opportunity to include in such Registration Statement such number of Registrable Securities as each such Representative A&B Holder or the Investor may request (a “Piggy-Back Registration”). Subject to the foregoing, upon the written request of any Representative A&B Holders or the Investor made within 15 Business Days after the receipt of notice from the Company (which request will specify the number of Registrable Securities intended to be disposed of by such Representative A&B Holder or the Investor and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the registration statement under the Securities Act of all Registrable Securities which the Company has been so requested to register by such Representative A&B Holder or any part the Investor to the extent required to permit the disposition of the Registrable Securities that such Holder requests so to be registered; provided, except however, that (i) if such registration involves an underwritten Public Offering, all such Representative A&B Holders and Investors requesting to be included in the Company’s registration must sell their Registrable Securities to the Approved Underwriter on substantially the same terms and conditions as apply to the Company and (ii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 5.2(a) and prior to the effective date of the Registration Statement filed in connection with any offering involving an underwriting of Common Stock to be issued by the Companysuch registration, the managing underwriter shall impose Company determines for any reason not to register such Registrable Securities, the Company will give written notice to all such Representative A&B Holders and Investors, as applicable, and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to rights of the Investors under Section 5.1). No registration effected under this Section 5.2 will relieve the Company of its obligations to effect a limitation Demand Registration to the extent required by Section 5.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 5.2. Each Representative A&B Holder and Investor or group thereof will be responsible on a pro rata basis (based on the number of shares of Common Stock included in any Registrable Securities of such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (aentity or individual registered pursuant to a Piggy-Back Registration) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, payment of any discounts and/or commissions resulting from the Holders may be excluded entirely if the engagement by such Representative A&B Holder or Investor of underwriters make the determination described above, and or placement agents in connection with resales of Registrable Securities subject to any registration pursuant to this Section 5.2. (b) if such offering is not the initial If a registration pursuant to this Section 5.2 involves an underwritten Public Offering and the managing Approved Underwriter advises the Company that, in its view, the number of the Company’s securities or if the underwriters otherwise do not entirely exclude the shares of Registrable Securities from the registration, that the Company shall be obligated and the Representative A&B Holders and Investors intend to include in such registration statementexceeds the Maximum Offering Size, with respect the Company will include in such registration, in the following priority, up to the requesting Holder, only an amount of Registrable Securities equal to the product of Maximum Offering Size: (i) first, so much of the Securities proposed to be registered by the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in such registration by the Representative A&B Holders and Investors pursuant to this Section 5.2 (allocated, if necessary, for the offering not to exceed the Maximum Offering Size, pro rata among the Representative A&B Holders and Investors on the basis of their relative ownership, which, for the Investors shall take into account the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves issuable upon conversion of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company Convertible Notes and the underwriter. No incidental right under this Section 2.1 shall be construed to limit Series C Preferred Stock held by any registration required under Section 2.2such Investor).

Piggy Back Registration. If Subject to Sections 8 and 12 hereof, if at any time after the date of this Agreement during the Period, the Company shall determine in addition to any of the holders of the Common Stock other than the Optionee propose to file a registration statement to register any security of the Company (other than Common Stock issued with respect to any acquisition or any employee stock option, stock purchase or similar plan) under the Securities Act for sale to the public in an underwritten offering upon which may be registered securities similar to the Option Shares, it will at each such time give written notice to the Optionee of its intention to do so (including pursuant to a demand "Notice of Intent") and, upon the written request of the Optionee made within 30 calendar days after the receipt of any shareholder such notice (which request must specify that the Optionee intends to dispose of all of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any Option Shares held by the Optionee on the date the Notice of its Common Stock in connection with Intent is received by the public offering Optionee, and state the intended method of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactiondisposition thereof), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall will use its best efforts to include in such effect the registration statement all or any part under the Securities Act of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, Option Shares which the Company shall be obligated has been so requested to include in such registration statementregister, with respect to the requesting Holder, only an amount of Registrable Securities equal extent requisite to permit the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentageintended disposition; provided, however, that if the managing underwriter shall certify in either case, no Registrable Securities shall be reduced or excluded from any registration unless writing that inclusion of all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms Option shares would, in such managing underwriter's opinion, materially interfere with the proposed distribution of the securities in respect of which registration was originally to be effected (x) at a price reasonably related to fair value, and (y) under circumstances which will not materially and adversely affect the market of the Company's securities (such writing to state the basis of such underwritingopinion and the maximum number of shares which may be distributed without such interference), he may elect to withdraw therefrom by then the Company may, upon written notice to the Company and Optionee, have the underwriter. No incidental right under this Section 2.1 shall to exclude from such registration such number of Option Shares which it would otherwise be construed required to limit any registration required under Section 2.2register hereunder as is necessary to reduce the total amount of securities to be so registered to the maximum amount which can be so marketed.

Piggy Back Registration. (a) If at any time the Company shall determine proposes to register file a Registration Statement under the Securities Act (including pursuant with respect to a demand of any shareholder of an offering by the Company exercising registration rights other than pursuant to Section 2.2 for its own account or Section 2.3 hereof) for the account of any of its Common Stock security holders of any class of its common equity securities (other than (i) a Registration Statement filed by the Company in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits planCompany's initial Public Equity Offering, (ii) equity securities issuable upon conversion of debt securities a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (iii) a registration relating Registration Statement filed in connection with an exchange offer or offering of securities solely to a Rule 145 transactionthe Company's existing security holders), it then the Company shall send to each Holder give written notice of such determination andproposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 15 days before the anticipated filing date or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing not later than 15 days prior to the anticipated effective date of the Registration Statement (or eight days of the notice of the proposed filing if within ten (10the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act) days after receipt of such notice, written notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder shall so request in writing, and the intended method of distribution thereof) (a "Piggy- Back Registration"). The Company shall use its best efforts to include in keep such registration statement Piggy- Back Registration continuously effective under the Securities Act until at least the earlier of (A) 180 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all or any part of the Registrable Securities that such Holder requests covered thereby. The Company shall use its commercially reasonable efforts to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, cause the managing underwriter shall impose a limitation on the number or underwriters, if any, of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such proposed offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude to permit the Registrable Securities from requested to be included in a Piggy-Back Registration to be included on the registration, same terms and conditions as any similar securities of the Company shall be obligated to include in such registration statementor any other security holder included therein, with respect subject to the requesting Holderrestrictions set forth in Section 2.3(b), only an amount and to permit the sale or other disposition of such Registrable Securities equal in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to the product withdraw its request for inclusion of (i) the number of its Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect Registration Statement pursuant to withdraw therefrom this Section 2.3 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; PROVIDED, HOWEVER, that the Company shall give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.3, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the underwritersale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.3. No incidental right registration effected under this Section 2.3, and no failure to effect a registration under this Section 2.3, shall relieve the Company of its obligation to effect a registration upon the request of Holders of Registrable Securities pursuant to Section 2.1 or 2.2 hereof, and no failure to effect a registration under this Section 2.3 and to complete the sale of securities registered thereunder in connection therewith shall be construed to limit relieve the Company of any registration required other obligation under Section 2.2this Agreement.

Piggy Back Registration. (a) If at any time the Company shall determine proposes to register file a registration statement under the Securities Act with respect to an offering of any shares of Common Stock by the Company for its own account (other than an Initial Public Offering) or for the account of any holder of Common Stock or Common Stock Equivalents (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereofHolder) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating statement on Form S-4 or S-8 or any substitute form that may be adopted by the SEC or any registration statement filed in connection with an exchange offer or offering of securities solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionCompany's existing security holders), it then the Company shall send to each Holder give written notice of such determination and, if within ten proposed filing to the Holders of the Registrable Securities as soon as practicable (10) but in no event less than 15 days after receipt before the anticipated filing date of such noticeregistration statement), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder shall so may request in writing(a "Piggyback Registration"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities requested to be included in the registration for such offering by written notice to the Company within 15 days of delivery of the Company's notice referred to above. Each Holder of Registrable Securities shall be permitted to withdraw all or part of such Holder's Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. (b) The Company shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Holder's Piggyback Securities in such offering unless such Holder accepts the terms of the underwriting agreement between the Company and the managing Underwriter or Underwriters and otherwise complies with the provisions of Section 8 below. If the managing Underwriter or Underwriters of a proposed underwritten offering advise the Company that in their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to cause a Material Adverse Effect, then in such event the securities to be included in such offering shall be allocated first to the Requesting Holders if such registration statement all or any part of the Registrable Securities that such Holder requests is pursuant to be registereda Demand Request or, except that ifif not, in connection with any offering involving an underwriting of Common Stock to be issued by then the Company, and then, to the extent that any additional securities can, in the opinion of such managing underwriter shall impose a limitation Underwriter or Underwriters, be sold without any such Material Adverse Effect, pro rata among the holders of Piggyback Securities on the basis of the number of shares of Common Stock requested to be included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) by each such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2.

Piggy Back Registration. If (i) If, at any time on or after the Closing Date and on or prior to two years from the Closing Date, the Company shall determine proposes to register file a registration statement under the Securities Act (including pursuant with respect to a demand an offering by the Company or any other party of any shareholder class of the Company exercising registration rights other than pursuant equity security similar to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash Registerable Securities (other than a registration relating statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of, or reconfirmation offer with respect to, securities solely to the existing stockholders or employees of the Company), then the Company, on each such occasion, shall give written notice (ieach, a the "COMPANY PIGGY-BACK NOTICE") of such proposed filing to all of the sale Rightsholders owning Registerable Securities at least fifteen days before the anticipated filing date of such registration statement, and such Company Piggy-Back Notice also shall be required to offer to such Rightsholders the opportunity to register such aggregate number of Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the five days immediately following the giving of a Company Piggy-Back Notice, to request, by written notice (each, a "HOLDER NOTICE") to the Company, the inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall use reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the inclusion of the Registerable Securities which were the subject of all Holder Notices in such underwritten offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding anything to the contrary contained in this Subparagraph 6(c)(i), if the managine underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writingwhich they, the Company shall use its best efforts and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall be eliminated or reduced pro rata (based oon the amount of securities owned by such Rightsholders and other persons which carry registration statement all or any part rights) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter(s) in its written opinion. (ii) NUMBER OF PIGGY-BACK REGISTRATIONS; EXPENSES. The obligations of the Registrable Securities that such Holder requests Company under this Paragraph 6(c) shall be unlimited with respect to be registeredeach Rightsholder. Subject to the provisions of Paragraph 6(e) hereof, except that if, the Company will pay all Registration Expenses in connection with any offering involving an underwriting registration of Common Stock Registerable Securities effected pursuant to be issued by the Companythis Paragraph 6(c), the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, but the Company shall not be obligated to include responsible for the payment of any underwriter's discount, commission or selling concession expenses in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2connection therewith.

Piggy Back Registration. If at The Holder of this Warrant shall have ------------------------- the right to include all of the shares of Common Stock underlying this Warrant (the "Registrable Securities") as part of any time registration of securities filed by the Company shall determine to register (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act (including or pursuant to a demand Form S-8) and must be notified in writing of such filing; provided, however, that the holder of this Warrant agrees it shall not have any shareholder piggy-back registration rights pursuant to this Section 12(c) if the shares of Common Stock underlying this Warrant are freely tradable in the United States pursuant to the provisions of Regulation ▇. ▇▇▇▇▇▇ shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the Company exercising registration; provided, however, that if any registration rights other than pursuant to this Section 2.2 shall be underwritten, in whole or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writingpart, the Company shall use its best efforts to include in such registration statement all or any part of may require that the Registrable Securities that requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such Holder requests to offering only a limited number of Registrable Securities should be registeredincluded in such offering, except that if, in connection with any offering involving an underwriting of Common Stock to or no such shares should be issued by the Companyincluded, the managing underwriter Holder, and all other selling stockholders, shall impose a limitation on be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of Common Stock included selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by he selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is whether or not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated any Warrant holder elected to include securities in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves All registration expenses incurred by the Company in complying with this Section 12(c) shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the holders of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2Warrants.

Piggy Back Registration. If at any time (a) Within six (6) years from the date of this Agreement, whenever the Company shall determine proposes to register under the Securities Act file a Registration Statement (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionas defined below), it shall send will, prior to each Holder such filing, give written notice to the Optionee of such determination its intention to do so and, if upon the written request of the Optionee given within ten (10) 5 days after receipt the Company provides such notice (which request shall state the intended method of such notice, such Holder shall so request in writingdisposition of the Registrable Shares (defined below)), the Company shall use its best efforts to cause all such shares of Common Stock underlying the Contingent Options (the "Registrable Shares") which the Company has been requested by the Optionee to register to be registered under the Securities Act of 1933, as amended, to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of the Optionee; PROVIDED, HOWEVER, that the Company shall have the right postpone or withdraw any registration effected pursuant to this SECTION 7 without any obligation to the Optionee whatsoever. (b) In connection with any registration under this SECTION 7 involving an underwritten offering, the Company shall not be required to include any Registrable Shares in such registration statement all or any part unless the holder thereof accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company. If, in the opinion of the managing underwriter, it is appropriate because of marketing factors to limit the number of Registrable Securities that such Holder requests Shares to be registeredincluded in the offering, except then the Company shall be required to include in the registration only that ifnumber of Registrable Shares, in connection with any offering involving an underwriting if any, which the managing underwriter believes should be included therein, and shall be entitled to include before such Registrable Shares up to the number of shares of Common Stock to be issued by the CompanyCompany in the offering; PROVIDED, HOWEVER, that no persons or entities other than the managing underwriter Company and the Optionee shall impose a limitation on be permitted to include securities in the offering. If the number of Registrable Shares to be included in the offering in accordance with the foregoing is less than the total number of shares which the holder of Registrable Shares has requested to be included, then the holder of Registrable Shares who has requested registration and other holders of securities entitled to be included in such registration shall participate in the registration pro rata based upon their total ownership of shares of Common Stock included in any such subject to the managing underwriter's discretion. (c) For the purposes of this SECTION 7 the term "Registration Statement" means a registration statement becausefiled by the Company with the Securities and Exchange Commission for a public offering and sale of Common Stock (other than a Registration Statement on Form S-4, or its successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely exchange for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount assets of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2another corporation).

Piggy Back Registration. If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder stockholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereofrights) any of its Common Stock in connection with the public offering of such securities solely for cash common stock (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely on any form which does not include substantially the same information as would be required to be included in a Rule 145 transactionregistration statement covering the sale of the Registrable Shares), it shall send to each Holder written notice of such determination and, if within ten (10) business days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock common stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock common stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities Shares equal to the product of (i) the total number of Registrable Securities that remain available for shares of Common Stock to be included in such registration statement after (x) the underwriter’s cut back back, if any, (y) any securities which have Prior Registration Rights and (z) securities offered by the Company for its own account, and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental Notwithstanding the foregoing, in the event that the Company, in its reasonable judgment, concludes that the number of shares otherwise to be included in the Registration Statement exceeds the number of shares allowable pursuant to Rule 145, the right under of Holder hereunder shall be subordinate to any Prior Registration Rights. In addition, except in connection with a registration statement for an underwritten offering, the rights set forth in this Section 2.1 2.2 shall be construed not apply during any period that an S-8 Registration is available to limit any registration required under Section 2.2cover the resale of the Registrable Securities.

Piggy Back Registration. If at any time the Company shall determine MBI proposes to register any of its common stock under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than on a form that would also permit the registration relating solely to (i) of the sale of securities to participants in a Company employee benefits planRegistrable Shares, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)MBI shall, it shall send to each Holder at such time, promptly give the Holders written notice of such determination and, if determination. Upon the written request of any Holder given within ten (10) 20 business days after receipt of any such noticenotice by the Holder, such Holder shall so request in writing, the Company MBI shall use its best efforts (subject to include in such registration statement MBI's right to decide for any reason not to proceed with the public offering and MBI's exercise of its right of first refusal under Section 7.01) to cause to be registered under the Securities Act all or any part of the Registrable Securities Shares that each such Holder requests to has requested be registered, except that if, in connection with any . If the registration of which MBI gives notice is for a registered public offering involving an underwriting underwriting, then MBI shall so advise the Holders as a part of Common Stock to be issued by the Companysuch written notice. In such event, the managing right of any Holder to registration pursuant to this Section 8.01 shall be conditioned upon such Holder's agreeing to participate in such underwriting and the inclusion of such Holder's Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with MBI and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form, and upon the terms agreed upon between MBI and the underwriter, with the underwriter shall impose a limitation on selected for such underwriting by MBI. Notwithstanding any other provision of this Section 8.01, if the number underwriter reasonably determines that inclusion of such shares will jeopardize the success of Common Stock included in any the offering, then the underwriter may exclude some or all Registrable Shares from such registration statement because, and underwriting in accordance with the provisions of this Section 8.01. MBI shall so advise all Holders and the other holders distributing their securities through such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described aboveunderwriting, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities Shares and other securities that remain available may be included in the registration and underwriting shall be allocated among the Holders and the other holders (excluding MBI), in proportion, as nearly as practicable, to the respective amounts of securities proposed for inclusion in such registration after by each such Holder and other holders at the underwriter’s cut back and (ii) such Holder’s Ownership Percentagetime of filing the Registration Statement; provided, however, in either case, no event shall the number of Registrable Securities shall Shares included in the offering be reduced or excluded from any registration unless below 25% of the aggregate number of Registrable Shares that all other securities other than Holders request MBI to include in the Registrable Securities are first entirely excluded from such registrationoffering. If any Holder or other holder disapproves of the terms of any such underwriting, then he may elect to withdraw therefrom by written notice to the Company MBI and the underwriter. No incidental right under this Section 2.1 Any securities excluded or withdrawn from such underwriting shall be construed withdrawn from such registration. Subject to limit any registration required under Section 2.2the foregoing, MBI and the underwriter selected by MBI shall make all determinations with respect to the timing, pricing and other matters relating to the offering.

Piggy Back Registration. If at any time after the Initial Public Offering the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash common stock (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities a registration on any faint 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 Shares or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionwhich are also being registered), it shall send to each Holder written notice of such determination and, if within ten twenty (1020) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities Shares that such Holder requests to be registered. If the shares being sold by the Company under such registration are to be underwritten, except that the Registrable Shares shall be included in such underwriting. Notwithstanding the foregoing, if, in connection with any offering Secondary Offering involving an underwriting of Common Stock common stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock common stock included in any such registration statement because, in such underwriter’s 's judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of Company may exclude, to the Company’s securities solely for extent so advised by the Company’s own accountmanaging underwriter, the Holders may be excluded entirely Registrable Shares from the underwriting; provided, however, that if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities Shares from the registrationunderwriting, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities Shares equal to the product of (i) the number of Registrable Securities Shares that remain available for registration after the underwriter’s 's cut back and (ii) such Holder’s 's Ownership Percentage; provided, however, in either case, no Registrable Securities . No such reduction shall be reduced or excluded from made with respect to securities being offered by the Company for its own account if the offering is pursuant to a demand of any stockholder of the Company exercising registration unless all other securities other than the Registrable Securities are first entirely excluded from such registrationrights. If any Holder disapproves of the terms of such underwritingany underwriting referred to in this section, he may elect to withdraw therefrom by written notice to the Company and the underwriterunderwriter at least three (3) days prior to the effectiveness of the registration statement filed in connection with such proposed Secondary Offering. No incidental right At any time prior to the effectiveness of such registration statement, the Company may withdraw the entire registration, including the registration of any Registrable Shares, if the Company's Board of Directors determines that it is in the Company's best interest to do so and promptly provides notice of such withdrawal to the Holders. The Company may require each Holder selling Registrable Shares to furnish Company such information and documents regarding the Holder and the distribution of such securities as may be required to be disclosed in the Registration Statement by the rules and regulations under this Section 2.1 shall be construed to limit the Securities Act or under any registration required under Section 2.2other applicable securities or blue sky laws of the applicable jurisdictions.

Piggy Back Registration. If the Company at any time the Company shall determine proposes to ----------------------- register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with under the Securities Act for sale to the public offering either for its own account or for the account of another Person other than the Investors (except pursuant to a demand by the Investors under Section 2 hereof, which demand registration shall be governed by the terms of said Section 2, and except with respect to registration statements on Forms ▇-▇, ▇-▇ or any other form not available for registering the Registrable Securities for sale to the public), each such time it will promptly give written notice to each holder of Registrable Securities of its intention to effect such registration. Upon the written request of any such holder of Registrable Securities given within thirty (30) days after receipt by such holder of such notice, the Company will, subject to the limits contained in this Section 4, use its commercially reasonable best efforts to cause all Registrable Securities of such holder that such holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company's securities solely for cash (being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by Persons other than the Company (collectively, "Selling Stockholders") is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any holders of Registrable Securities) to a registration relating solely number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded -------- ------- shall be determined in the following sequence: (i) the sale of first, securities to participants in a Company employee benefits planheld by any Persons not having any contractual, incidental or "Piggy-Back" registration rights, (ii) equity second, securities issuable upon conversion of debt securities held by any Persons having contractual, incidental or "Piggy-Back" registration rights pursuant to an agreement which is not this Agreement and Registrable Securities held by the Investors and (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities that such Holder requests securities sought to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued registered by the Company, the managing underwriter shall impose . If there is a limitation on reduction in the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall to be obligated registered pursuant to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of clauses (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and or (ii) above, such Holder’s Ownership Percentage; provided, however, in either case, no reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities shall be reduced or excluded from any registration unless all other securities other than held by the Registrable Securities are first entirely excluded from holders in each such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice tranche and subject to the Company and priorities set forth in the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2preceding sentence).

Piggy Back Registration. If at (but without any time obligation to do so) the Company shall determine Issuer proposes to register (including for this purpose a registration effected by the Issuer for stockholders other than the holders) any of its stock under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in an Issuer stock plan or a Company employee benefits plancorporate reorganization or other transaction covered by Rule 145 under the Securities Act, (ii) equity securities issuable upon conversion of debt securities or (iii) any registration on any form which does not include substantially the same information as would be required to be included in a registration relating solely to a Rule 145 transactionstatement covering the sale of the Registrable Securities), it shall send to the Issuer shall, at such time, promptly give each Holder holder written notice of such determination and, if registration. Upon the written request of each Holder given within ten twenty-five (1025) days after receipt mailing of such notice, such Holder shall so request notice in writingaccordance with Section 3.3, the Company shall use its best efforts Issuer shall, except as herein provided, cause to include in such registration statement be registered under the Securities Act all or any part of the Registrable Securities that each such Holder requests has requested to be registered, except . In the Registrable Securities that if, each such Holder has requested to be registered in connection with any offering involving an underwriting of Common Stock shares of the Issuer’s capital stock, the Issuer shall not be required under Section 2.3 to include any of the holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Issuer and the Underwriters selected by it (or by other persons entitled to select the underwriters pursuant to Section 2.3), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Issuer. If the total amount of securities, including Registrable Securities requested by stockholders to be issued included in such offering exceeds the amount of securities sold other than by the Issuer that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Issuer shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders. The piggyback rights granted to the Holders in this Section 2.5 is hereby expressly subordinated to the piggyback rights granted under Article II of that certain Amended and Restated Registration Rights Agreement, dated December 14, 1999 among the Company, the managing underwriter shall impose a limitation on the number ▇▇▇▇▇▇▇ US Discovery Fund III, L.P., ▇▇▇▇▇▇▇ US Discovery Offshore Fund III, L.P., China Development Industrial Bank, Inc., President (BVI) International Investment Holdings, Ltd., Chemical Company Malaysia (Berhad), Euroc II Venture Capital Corp., Euroc III Venture Capital Corp., Multiventure Technologies, Inc. and Tai-I Electric Wire and Cable Co., Ltd. and granted under Article II of shares that certain Registration Rights Agreement, dated as of Common Stock included in any such registration statement becauseMarch 23, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of 2000 among the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above▇▇▇▇▇▇▇ US Discovery Fund III, L.P., ▇▇▇▇▇▇▇ US Discovery Offshore Partners, L.P., China Development Industrial Bank, Inc., President (BVI) International Investment Holdings, Ltd. and (b) if such offering is not the initial Public Offering Chemical Company of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2Malaysia Berhad.

Piggy Back Registration. If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) If the sale managing underwriter(s) of securities to participants any underwritten offering described in a Company employee benefits planSection 2.2 have informed, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts Selling Holders of the Registrable Securities requesting inclusion in such offering that it is their opinion that the total number of shares which the Company, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such registration statement all or any part offering is such as to adversely affect the success of such offering, including the Registrable Securities that price at which such Holder requests to securities can be registeredsold, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on then the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is to be offered for the initial Public Offering account of the Company’s securities solely for Selling Holders and all such other Persons (other than the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include participating in such registration statement, with respect shall be reduced or limited pro rata in proportion to the requesting Holder, only an amount respective number of Registrable Securities equal shares requested to be registered to the product extent necessary to reduce the total number of (i) shares requested to be included in such offering to the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) shares, if any, recommended by such Holder’s Ownership Percentagemanaging underwriters; provided, however, that if such offering is effected for the account of any securityholder of the Company other than the Selling Holders, pursuant to the demand registration rights of any such securityholder, then the number of shares to be offered for the account of the Selling Holders and all other Persons (other than the Company) participating in either case, no Registrable Securities such registration (but not such securityholders who have exercised their demand registration rights) shall be reduced or excluded from limited pro rata in proportion to the respective number of shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing underwriters. (ii) If the managing underwriter or underwriters of any underwritten offering described in Section 2.2 notify the Selling Holders requesting inclusion of Registrable Securities in such offering, that the kind of securities that the Selling Holders, the Company and any other Persons desiring to participate in such registration unless all other securities other than intend to include in such offering is such as to adversely affect the success of such offering, (x) the Registrable Securities are first entirely to be included in such offering shall be reduced as described in clause (i) above or (y) if a reduction in the Registrable Securities pursuant to clause (i) above would, in the judgment of the managing underwriter(s) or underwriters, be insufficient to substantially eliminate such adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2offering.

Piggy Back Registration. If at any time the Company shall determine proposes to register file a registration statement under the Securities Act (including pursuant with respect to a demand an offering by the Company for its own account or for the account of any shareholder other person or entity of the Company exercising registration rights any class of equity security, including any security convertible into or exchangeable for any equity securities (other than pursuant to Section 2.2 (a) a registration statement on Form S-4 or Section 2.3 hereofS-8 (or any substitute form for comparable purposes that may be adopted by the Commission), (b) any of its Common Stock a registration statement filed in connection with the public an exchange offer or an offering of such securities solely for cash to the Company's existing security holders, or (other than c) in connection with a registration relating solely statement that is on a form pursuant to (i) which an offering of the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionRegistrable Securities cannot be registered), it then the Company shall send to in each Holder case give written notice of such determination and, if proposed filing to the Holder at least 20 days before the anticipated filing date. Such notice shall offer the Holder the opportunity to register such number of Registrable Securities as Holder may request. Upon written request of Holder received by the Company within ten (10) 10 business days after receipt the date of the Company's delivery of its notice to the Holder of its intention to file such noticea registration statement, such Holder shall so request subject to the conditions and in writingaccordance with the procedures set forth herein, the Company shall use its best efforts to include cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by Holder to be included in such the registration statement all for such offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or any part underwriters of such offering indicates in writing to the Holder its reasonable belief that because of the size of the offering intended to be made, the inclusion of the Registrable Securities that such Holder requests requested to be registered, except that if, in connection with any included might reasonably be expected to jeopardize the success of the offering involving an underwriting of Common Stock the securities of the Company to be issued offered and sold by the Company for its own account, then the amount of securities to be offered for the account of the Holder shall be reduced on a pro rata basis with all other sellers other than the Company, to the extent necessary to reduce the total amount of securities to be included in such offering to an amount recommended by such managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2underwriters.

Piggy Back Registration. If (a) If, at any time prior to the expiration of the Registration Period a Registration Statement is not effective with respect to all of the Shares, each time the Company shall determine determines to register file a registration statement under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 2 hereof and other than a registration statement on Form S-4 or Section 2.3 hereofForm S-8 or a registration statement on Form S-1 covering solely an employee benefit plan) any of its Common Stock in connection with the proposed offer and sale for money of any of its securities, either for its own account or on behalf of any other security holder, it will give prompt written notice of its determination to all Holders of Registrable Securities. Upon the written request of a Holder of Registrable Securities given within 20 days after the receipt of such written notice, the Company will use commercially reasonable efforts to cause all such Registrable Securities, the Holders of which have so requested registration, to be included in such registration statement and registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 3(a) is for a public offering involving an underwriting, the Company will so advise the Holders as a part of its written notice. In such event, the right of any Holder to registration pursuant to this Section 3 is conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company, along with the Company and the other holders distributing their securities solely for cash through such underwriting; provided, that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the Registrable Securities requesting to be included in such registration. (c) Notwithstanding any other than a provision of this Section 3, if the managing underwriter of an underwritten distribution advises the Company and the Holders of the Registrable Securities participating in such registration relating solely in writing that in its good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering, then: (i) the sale number of shares of Registrable Securities and other securities so requested to participants be included in a Company employee benefits plan, (ii) equity securities issuable upon conversion the offering will be reduced to that number of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice shares which in the good faith judgment of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include managing underwriter can be sold in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, offering (except that if, in connection with any offering involving an underwriting of Common Stock for shares to be issued by the Company in an offering initiated by the Company, which will have priority over the managing underwriter shall impose a limitation on shares of Registrable Securities); and (ii) subject to existing priority rights of the holders of such other securities, such reduced number of shares will be allocated among all participating Holders of Registrable Securities and the holders of other securities in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities and other securities held by such Holders and other holders at the time of filing the registration statement in relation to the total number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based outstanding on market conditions, (a) if such offering is a fully diluted basis. All Registrable Securities which are excluded from the initial Public Offering underwriting by reason of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, underwriter's marketing limitation and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the all other Registrable Securities from the registration, the Company shall not originally requested to be obligated to include so included will not be included in such registration statementand will be withheld from the market by the Holders thereof for a period, with respect not to exceed 180 days, which the requesting Holder, only an amount of Registrable Securities equal managing underwriter reasonably determines is necessary to effect the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2underwritten public offering.

Piggy Back Registration. If at Unless all of the Common Stock underlying the Purchase Warrants (collectively, the “Registrable Securities”) are included in an effective registration statement with a current prospectus, the Holder shall have the right, commencing on the date that this Warrant becomes exercisable until seven (7) years from the Effective Date, to include the remaining Registrable Securities as part of any time other registration of securities filed by the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a transaction contemplated by Rule 145 transaction), it shall send promulgated under the Act or pursuant to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all Form S-8 or any part of the Registrable Securities that such Holder requests to be registeredequivalent form); provided, except however, that if, solely in connection with any primary underwritten public offering involving an underwriting for the account of Common Stock to be issued by the Company, the managing underwriter shall underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Common Stock of Registrable Securities which may be included in any such the registration statement because, in such underwriter’s underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary based on market conditionsto facilitate public distribution, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, then the Company shall be obligated to include in such registration statement, statement only such limited portion of the Registrable Securities with respect to which the requesting Holder, only an amount Holder requested inclusion hereunder as the underwriter shall reasonably permit; and further provided that no such piggy-back rights shall exist for so long as the Registrable Securities (which term shall include those paid as consideration pursuant to the cashless exercise provisions of this Warrant) may be sold pursuant to Rule 144 of the Act without restriction. Any exclusion of Registrable Securities equal shall be made pro rata among the Holders seeking to the product of (i) include Registrable Securities in proportion to the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) sought to be included by such Holder’s Ownership PercentageHolders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in either casesuch Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities. In the event of such a proposed registration, no the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall be reduced or excluded from any registration unless all other securities other than exercise the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves “piggy-back” rights provided for herein by giving written notice, within seven (7) days of the terms receipt of such underwritingthe Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Purchase Warrant, he there shall be no limit on the number of times the Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right request registration under this Section 2.1 shall be construed to limit any registration required under Section 2.24.1.

Piggy Back Registration. (a) If the Company shall at any time following the IPO propose to file a Registration Statement for an offering of equity securities of the Company, by the Company or for resale by holders of the Company's securities other than Registrable Securities (the "REQUESTING HOLDERS"), the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder provide prompt written notice of such determination andproposal, if within ten (10) in any event, not less than 15 days after receipt before the anticipated date of the first filing of such noticeRegistration Statement, to all Shareholders of its intention to do so and of such Holder shall so request in writingShareholders' rights under this Section 3. In the event that the Registration Statement for the IPO will include also equity securities of the Company to be sold by any holder of the Company's securities other than Registrable Securities, the Shareholders' rights under this Section 3 shall apply with respect to the IPO as well. The Company shall use its best efforts to include such number of Registrable Securities in such registration statement all or Registration Statement which the Company has been so requested to register by any part Requesting Holder (a "PIGGY- BACK REGISTRATION"), which request shall be made to the Company within 15 days after such Shareholders receive notice from the Company of such proposed registration; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registrable Securities that such Holder requests to be registered, except that if, Registration Statement filed in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each Shareholder and, thereupon, shall be obligated relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) if such registration involves an underwritten offering, all holders of Registrable Securities requesting to be included in the registration must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Requesting Holders, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in secondary offerings. Any Shareholder requesting pursuant to this Section 3 to be included in a registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. (b) If a registration pursuant to this Section 3 involves an underwritten offering as to which any Shareholder has requested a Piggy-back Registration and the managing underwriter reasonably and in good faith advises the Company in writing that, in its opinion, the number of securities to be included in such registration exceeds the number which can be sold in such offering without an adverse effect on the price, timing or distribution of such offering, then (i) first, the number of securities which the Company's security holders other than the Requesting Holders requested to be included in such registration shall be reduced as necessary pro rata in proportion to the relative number of securities requested by each such holder to be included until the number of securities to be included in such registration no longer exceeds the number which can be sold in such offering, (ii) second, the number of securities which (A) the Requesting Holders requested to be included in such registration in the case of a registration instigated by Requesting Holders or (B) the Company plans to include in such registration statement, with respect to in the requesting Holder, only an amount case of Registrable Securities equal to a registration instigated by the product of (i) Company shall be reduced as applicable until the number of Registrable Securities that remain available for securities to be included in such registration after no longer exceeds the underwriter’s cut back and (ii) number which can be sold in such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2offering.

Piggy Back Registration. (a) If at any time the Company shall determine proposes to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock capital stock under the 1933 Act in connection with the public offering of such securities solely for cash (its own account or for the account of its security holders, other than Holders of Registrable Shares pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration relating solely to (i) the sale of securities to participants in a Company the Company's stock plans or employee benefits plan, benefit plans or (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)transaction for which Form S-4 may be used, it then the Company shall send to each Holder give written notice of such determination andto each Holder of Registrable Shares, if within ten (10) days after receipt of such notice, and each such Holder shall so request have the right to request, by written notice given to the Company within fifteen (15) days of the date that such written notice was mailed by the Company to such Holder, that a specific number of Registrable Shares held by such Holder be included in writingthe Piggy-Back Registration Statement (and related underwritten offering, if any); (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the Company notice given to each Holder shall use its best efforts to include in such registration statement all specify the name or any part names of the Registrable Securities that managing underwriter or underwriters for such Holder requests offering. In addition, such notice shall also specify the number of securities to be registeredregistered for the account of the Company and for the account of its shareholders (other than the Holders of Registrable Shares), except that ifif any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, in connection with any offering involving an underwriting each Holder of Common Stock Registrable Shares to be issued included therein must agree (i) to sell such Holder's Registrable Shares on the same basis as provided in the underwriting arrangement approved by the Company, and (ii) to timely complete and execute all questionnaires, powers of attorney, 4 indemnities, hold-back agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC, NASD or by any state securities regulatory body; (d) If the Piggy-Back Registration Statement relates to an underwritten offering, the managing underwriter may limit or exclude the Registrable Shares from the Piggy-Back Registration Statement if it deems it desirable and in the best interests of the offering. If the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall impose a limitation on be included in the offering, first, up to the maximum number of securities to be sold by the Company for its own account, and second, as to the balance, if any, pro rata as between Holders, based upon the number of Registrable Shares proposed to be registered by each Holder, and any other shareholders having piggy-back registration rights, based upon the number of shares proposed to be registered by each of Common Stock them. (e) Holders of Registrable Shares shall have the right to withdraw their Registrable Shares from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Shares; (f) The Holders will advise the Company at the time a registration becomes effective whether the Registrable Shares included in any such the registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, will be underwritten or sold directly by the Holders; (ag) if such offering is the initial Public Offering All demand and piggy-back registration rights of the Company’s securities solely for Holders shall terminate when all of the Registrable Shares then outstanding may be sold pursuant to Rule 144(k) or when all of the Registrable Shares have been sold in registered public offerings. These registration rights are transferable to any Holder of the Registrable Shares. (h) All expenses incurred in connection with the registration of the Registrable Shares shall be borne by the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described aboveother than underwriting discounts and commissions, registration, filing and qualification fees, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude printing expenses applicable to the Registrable Securities from Shares, and legal counsel to the registrationselling Holders, the Company which shall be obligated to include in such registration statement, with respect to borne by the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2selling Holders.

Piggy Back Registration. If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder stockholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereofrights) any of its Common Stock (except shares to be issued solely in connection with the public offering any acquisition of such securities any entity or business, shares issuable solely for cash (other than a registration relating upon exercise of stock options, or shares issuable solely pursuant to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionbenefit plans), it shall send to each Holder holder of Registrable Shares, written notice of such determination and, if within ten thirty (1030) days after receipt of such notice, such Holder holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities Shares that such Holder holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock included in any such registration statement because, in such underwriter’s its judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described aboveto effect an orderly public distribution, and such limitation is imposed among all holders of Common Stock exercising their contractual incidental (b"piggy back") if right to include such offering is not Common Stock in the initial Public Offering registration statement as provided below on a PRO RATA basis (according to the number of shares of Common Stock held by such holders that are entitled to such "piggy back" registration rights). In the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registrationevent of any such limitation, the Company shall be obligated to may include in such registration statementstatement only (i) shares of Common Stock to be sold for the Company's account; (ii) Registrable Shares; and (iii) shares of Common Stock the holders of which are entitled to registration pursuant to an agreement with the Company approved by the Board of Directors; provided, that, in the case of clauses (ii) and (iii) of the preceding sentence, such inclusion shall be on the PRO RATA basis hereinabove described. Notwithstanding the foregoing, no such reduction shall be made with respect to securities being offered by the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available Company for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registrationits own account. If any Holder holder of Registrable Shares disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2.

Piggy Back Registration. (a) If at any time the Company shall determine proposes to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock capital stock under the 1933 Act in connection with the public offering of such securities solely for cash (its own account or for the account of its security holders, other than Holders of Registrable Shares pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration relating solely to (i) the sale of securities to participants in a Company the Company's stock plans or employee benefits plan, benefit plans or (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)transaction for which Form S-4 may be used, it then the Company shall send to each Holder give written notice of such determination andto each Holder of Registrable Shares, if within ten (10) days after receipt of such notice, and each such Holder shall so request have the right to request, by written notice given to the Company within fifteen (15) days of the date that such written notice was mailed by the Company to such Holder, that a specific number of Registrable Shares held by such Holder be included in writingthe Piggy-Back Registration Statement (and related underwritten offering, if any); (b) If the Piggy-Back Registration Statement relates to an underwritten offering, the Company notice given to each Holder shall use its best efforts to include in such registration statement all specify the name or any part names of the Registrable Securities that managing underwriter or underwriters for such Holder requests offering. In addition, such notice shall also specify the number of securities to be registeredregistered for the account of the Company and for the account of its shareholders (other than the Holders of Registrable Shares), except that ifif any; (c) If the Piggy-Back Registration Statement relates to an underwritten offering, in connection with any offering involving an underwriting each Holder of Common Stock Registrable Shares to be issued included therein must agree (i) to sell such Holder's Registrable Shares on the same basis as provided in the underwriting arrangement approved by the Company, and (ii) to timely complete and execute all questionnaires, powers of attorney, 11 indemnities, hold-back agreements, underwriting agreements and other documents required under the terms of such underwriting arrangements or by the SEC, NASD or by any state securities regulatory body; (d) If the Piggy-Back Registration Statement relates to an underwritten offering, the managing underwriter may limit or exclude the Registrable Shares from the Piggy-Back Registration Statement if it deems it desirable and in the best interests of the offering. If the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall impose a limitation on be included in the offering, first, up to the maximum number of securities to be sold by the Company for its own account, and second, as to the balance, if any,pro rata as between Holders, based upon the number of Registrable Shares proposed to be registered by each Holder, and any other shareholders having piggy-back registration rights, based upon the number of shares proposed to be registered by each of Common Stock them. (e) Holders of Registrable Shares shall have the right to withdraw their Registrable Shares from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Shares; (f) The Holders will advise the Company at the time a registration becomes effective whether the Registrable Shares included in any such the registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, will be underwritten or sold directly by the Holders; (ag) if such offering is the initial Public Offering All demand and piggy-back registration rights of the Company’s securities solely for Holders shall terminate when all of the Registrable Shares then outstanding may be sold pursuant to Rule 144(k) or when all of the Registrable Shares have been sold in registered public offerings. These registration rights are transferable to any Holder of the Registrable Shares. (h) All expenses incurred in connection with the registration of the Registrable Shares shall be borne by the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described aboveother than underwriting discounts and commissions, registration, filing and qualification fees, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude printing expenses applicable to the Registrable Securities from Shares, and legal counsel to the registrationselling Holders, the Company which shall be obligated to include in such registration statement, with respect to borne by the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2selling Holders.

Piggy Back Registration. If at any time commencing on the date of issuance of the Notes (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the Securities and Exchange Commission, Company shall determine to register prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act (including pursuant to a demand of any shareholder securities of the Company exercising registration rights Company, other than pursuant on Form S-4 or Form S-8 or their then equivalents relating to Section 2.2 or Section 2.3 hereof) any of its Common Stock equity securities to be issued solely in connection with the public offering any acquisition of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) any entity or business or equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)in connection with employee benefit plans, it Company shall send to each Holder the Holders written notice of such determination andand if, if within ten (10) days after receipt of such notice, such any Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering involving an underwriting for the account of Common Stock to be issued by the Company, the managing underwriter underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in any such registration statement the Registration Statement because, in such underwriter’s underwriter(s)’ judgment, such limitation is necessary based on market conditionsto effect an orderly public distribution, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the then Company shall be obligated to include in such registration statement, Registration Statement only such limited portion of the Registrable Securities with respect to the requesting Holder, only an amount which such Holder has requested inclusion. Any exclusion of Registrable Securities equal shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentagespecified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in either casesuch Registration Statement; and provided further, no however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be reduced or excluded from any registration unless all made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other than securities is prohibited under any written agreement entered into by Company with the Registrable Securities are first entirely excluded from holder of such registration. If any Holder disapproves of other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriteragreement. No incidental right to registration of Shares under this Section 2.1 1(b) shall be construed to limit any registration required under Section 2.2.1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment C to Securities Purchase Agreement

Piggy Back Registration. If (a) If, at any time one year after the applicable Closing Date and as long as Registrable Securities remain outstanding, the Company shall determine file with the Commission a registration statement of the Company under the Securities Act, relating to register an offering for its own account or the account of others under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction“Registration”), it the Company shall send to each Holder a written notice of such determination and, if within ten fifteen (1015) days after receipt the giving of such notice, such any Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities that of such Holder requests to be registeredHolder, except that if, in connection with any offering involving an underwriting underwritten Registration for the account of Common Stock to be issued by the Company, the managing underwriter underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in any such a registration statement because, in such underwriter’s underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary based on market conditionsto facilitate public distribution, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, then the Company shall be obligated to include in such registration statement, with respect to statement only such limited portion of the requesting Holder, only an amount of Registrable Securities equal to as the product underwriter(s) shall permit, if any. In the event only a limited portion of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced included in a registration statement, the securities to be included in such registration statement shall be allocated as follows: first, for the account of the Company, all securities proposed to be sold by the Company, and second, for the account of any Holders or excluded from any registration unless all other securities stockholders of the Company participating in such registration, the number of shares of Common Stock or other than the Registrable Securities requested to be included in the Registration by such Holders and other stockholders in proportion, as nearly as practicable, to the respective amounts of securities that are first entirely excluded from requested to be included in such registrationRegistration by such Holders and other stockholders. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting of any such limitation, and the number of shares of Registrable Securities held by Holders that may be included in the Registration. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. No incidental right Any securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration. If a Registration in connection with which a Holder is entitled to registration under this Section 2.1 2(a) is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter(s) and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. (b) Notwithstanding any other provision of this Agreement, this Section 2 shall not apply to, and a Holder’s right to participate in a Registration shall not be construed triggered by, the filing of (i) a registration statement on Form S-8 (or any successor form) relating solely to limit stock option, stock incentive, stock purchase or employee benefit plans, or (ii) a registration statement on Form S-4 (or any successor form) relating solely to a Rule 145 transaction or to an offering or sale of securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity, or (iii) a registration required under Section 2.2statement relating solely to a resale shelf registration filed in connection with an acquisition, reorganization, recapitalization, merger, consolidation or similar transaction involving the Company, or (iv) a registration statement relating solely to an offering or sale of securities having an aggregate public offering price of less than $2,500,000. (c) The Registration Statement shall contain (unless otherwise directed by Holders of at least a majority of the then outstanding Registrable Securities) the “Plan of Distribution” with respect to the Holder’s Registrable Securities in substantially the form attached hereto as Annex A.

Piggy Back Registration. If at The Holder of this Warrant shall have ------------------------- the right to include all of the shares of Common Stock underlying this Warrant (the "Registrable Securities") as part of any time registration of securities filed by the Company shall determine to register (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act (including or pursuant to a demand Form S-8) and must be notified in writing of such filing; provided, however, that the holder of this Warrant agrees it shall not have any shareholder piggy-back registration rights pursuant to this Section 12(c) if the shares of Common Stock underlying this Warrant are freely tradeable in the United States pursuant to the provisions of Regulation ▇. ▇▇▇▇▇▇ shall have five (5) business days to notify the Company in writing as to whether the Company is to include Holder or not include Holder as part of the Company exercising registration; provided, however, that if any registration rights other than pursuant to this Section 2.2 shall be underwritten, in whole or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writingpart, the Company shall use its best efforts to include in such registration statement all or any part of may require that the Registrable Securities that requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such Holder requests to offering only a limited number of Registrable Securities should be registeredincluded in such offering, except that if, in connection with any offering involving an underwriting of Common Stock to or no such shares should be issued by the Companyincluded, the managing underwriter Holder, and all other selling stockholders, shall impose a limitation on be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of Common Stock included selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by he selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 12(c) prior to the effectiveness of such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is whether or not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated any Warrant holder elected to include securities in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves All registration expenses incurred by the Company in complying with this Section 12(c) shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the holders of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2Warrants.

Piggy Back Registration. (a) If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (its own account, other than a registration relating solely to employee benefit plans or with regard to acquisitions or a registration on any registration form which does not permit secondary sales or other than a registration on Form S-3 made at the request of an Initiating Holder pursuant to Section 4.2 hereof, the Company will: (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send promptly give to each Holder written notice thereof (which shall include a preliminary list of the jurisdictions in which the Company intends to attempt to qualify such determination securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), if and in any underwriting involved therein, all Registrable Securities specified in a written request or requests, made by any Holder within ten thirty (1030) days after receipt of such notice, such Holder shall so request in writing, the written notice from the Company shall use its best efforts to include described in such registration statement clause (i) above, except as set forth in Section 4.1(b) below. Such written request may specify all or any part of a Holder's Registrable Securities. (b) If the Registrable Securities that such Holder requests to be registered, except that if, in connection with any registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders by written notice. All Holders proposing to distribute their securities through such underwriting of Common Stock to be issued shall (together with the Company or any other securityholders distributing its or their securities for its own account through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 4.1, if the representative of the underwriters advises the Company in writing that, in its opinion, inclusion of the full number of Registrable Securities requested to be included in the registration by Holders would adversely affect the underwriting, the managing underwriter representative may (subject to the allocation priority set forth below), limit the number of shares to be included in the registration and underwriting. The Company shall impose so advise all holders of securities requesting registration of the limitation and the number of shares to be excluded from the registration by reason of the limitation imposed by the representative. The number of shares to be excluded from the registration shall be allocated as follows: (i) first, all shares held by persons who, in the sole judgment of the representative of the underwriters, would adversely affect the marketing of the underwriting will be excluded from the registration; (ii) then, if a further limitation on the number of shares of Common Stock included in any such registration statement becauseis required, in such underwriter’s judgment, such limitation is necessary based on market conditions, (aall Registrable Securities held by persons who are eligible to sell shares under Rule 144(k) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may will be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration; (iii) then, if a further limitation on the number of shares is required, all Registrable Securities which were eligible for sale under Rule 144 during the three (3) months ended on the date the registration statement is filed will be excluded; except that no Registrable Securities held by any Initiating Holder or any Executive Shareholder shall be excluded under this provision; and (v) finally, if a further limitation on the number of shares is still required, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount limitation of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than allocated in the Registrable Securities are first entirely excluded from such registration. sole discretion of the Company. (c) If any Holder of Registrable Securities who has requested inclusion in such registration as provided above disapproves of the terms of such the underwriting, he such person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriterInitiating Holders. No incidental right under The securities so withdrawn shall also be withdrawn from registration. (d) Notwithstanding the foregoing, the Company may, in its sole discretion and without the consent of or prior notice to any Holders, withdraw any registration statement referred to in this Section 2.1 shall be construed 4.1 and abandon the proposed offering at anytime without thereby incurring any liability to limit any registration required under Section 2.2Holder.

Piggy Back Registration. If (a) If, at any time prior to the expiration of the Registration Period a Registration Statement is not effective with respect to all of the Shares, each time the Company shall determine determines to register file a registration statement under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 2 hereof and other than a registration statement on Form S-4 or Section 2.3 hereofForm S-8 or a REGISTRATION RIGHTS AGREEMENT FOR NEW INVESTORS (2) any of its Common Stock registration statement on Form S-1 covering solely an employee benefit plan) in connection with the proposed offer and sale for money of any of its securities, either for its own account or on behalf of any other security holder, it will give prompt written notice of its determination to all Holders of Registrable Securities. Upon the written request of a Holder of Registrable Securities given within 20 days after the receipt of such written notice, the Company will use commercially reasonable efforts to cause all such Registrable Securities, the Holders of which have so requested registration, to be included in such registration statement and registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 3(a) is for a public offering involving an underwriting, the Company will so advise the Holders as a part of its written notice. In such event, the right of any Holder to registration pursuant to this Section 3 is conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company, along with the Company and the other holders distributing their securities solely for cash through such underwriting; provided, that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the Registrable Securities requesting to be included in such registration. (c) Notwithstanding any other than a provision of this Section 3, if the managing underwriter of an underwritten distribution advises the Company and the Holders of the Registrable Securities participating in such registration relating solely in writing that in its good faith judgment the number of shares of Registrable Securities and the other securities requested to be registered exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering, then: (i) the sale number of shares of Registrable Securities and other securities so requested to participants be included in a Company employee benefits plan, (ii) equity securities issuable upon conversion the offering will be reduced to that number of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice shares which in the good faith judgment of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include managing underwriter can be sold in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, offering (except that if, in connection with any offering involving an underwriting of Common Stock for shares to be issued by the Company in an offering initiated by the Company, which will have priority over the managing underwriter shall impose a limitation on shares of Registrable Securities); and (ii) subject to existing priority rights of the holders of such other securities, such reduced number of shares will be allocated among all participating Holders of Registrable Securities and the holders of other securities in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities and other securities held by such Holders and other holders at the time of filing the registration statement in relation to the total number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based outstanding on market conditions, (a) if such offering is a fully diluted basis. All Registrable Securities which are excluded from the initial Public Offering underwriting by reason of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, underwriter's marketing limitation and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the all other Registrable Securities from the registration, the Company shall not originally requested to be obligated to include so included will not be included in such registration statementand will be withheld from the market by the Holders thereof for a period, with respect not to exceed 180 days, which the requesting Holder, only an amount of Registrable Securities equal managing underwriter reasonably determines is necessary to effect the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2underwritten public offering.

Piggy Back Registration. If at any time after the Company shall determine date of issuance of any Registrable Securities and prior to register the end of the Effective Period, Frontier proposes to file a registration statement under the Securities Act (including pursuant with respect to a demand an offering by Frontier for its own account or for the account of others of any shareholder class of the Company exercising registration rights equity security of Frontier (or any options, warrants or other than pursuant securities convertible into, or exchangeable or exercisable for, such equity securities) to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely be offered for cash (other than a in connection with the registration relating solely to (i) the sale of securities issuable pursuant to participants in a Company an employee benefits planstock option, (ii) equity securities issuable upon conversion of debt securities stock purchase or (iii) a registration relating solely similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145 transaction145(a) under the Securities Act), it then Frontier shall send to in each Holder case give written notice of such determination andproposed filing to UFAC at least 20 days before the filing date, if and such notice shall offer UFAC the opportunity to register such number of Registrable Securities as UFAC may request (a "Piggy-Back Registration"). If such offer is accepted by written notice to Frontier within ten (10) 15 days after of UFAC's receipt of such noticethe written notice provided for in the preceding sentence, such Holder shall so request in writing, the Company Frontier shall use its best efforts to include cause such Registrable Securities to be included in such offering on the same terms and conditions as the corresponding securities of Frontier included therein, PROVIDED that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, filed in connection with such registration, Frontier shall determine for any offering involving an underwriting reason not to proceed with the proposed registration, Frontier may, at its election, give written notice of Common Stock such determination to UFAC and thereupon shall be issued by the Company, the managing underwriter shall impose a limitation on the number relieved of shares of Common Stock included its obligation to register any Registrable Securities in any connection with such registration statement because(but not from its obligation to pay the Registration Expenses in connection therewith), in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) if such Holder’s Ownership Percentage; providedregistration involves an underwritten offering by Frontier (underwritten, howeverat least in part, in either caseby Persons who are not Affiliates of Frontier or UFAC), no subject to the following sentence, UFAC must sell its Registrable Securities to such underwriters who shall have been selected by Frontier on the same terms and conditions as apply to Frontier, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in combined primary and secondary offerings. If a proposed registration pursuant to this Section 4 involves such an underwritten public offering, UFAC may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have its securities registered in connection with such registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of a proposed underwritten offering advise Frontier in writing that in their opinion the total amount or kind of securities that UFAC has requested to be included in such offering, when added to those securities then proposed to be offered by Frontier and any other participants in such offering, would adversely affect the success of such offering, then the amount of securities to be offered for the accounts of UFAC, Frontier and such other participants in the offering shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice proportionately to the Company and extent necessary to reduce the underwriter. No incidental right under this Section 2.1 shall total amount of securities to be construed included in such offering to limit any registration required under Section 2.2the amount recommended by such managing underwriter or underwriters.

Piggy Back Registration. If at 2.1 At any time and from time to time while any portion of the Note remains outstanding, whenever the Company shall determine proposes to register under the Securities Act (including pursuant to file a demand of any shareholder of Registration Statement, the Company exercising registration rights other than pursuant will prior to Section 2.2 or Section 2.3 hereof) any such filing give written notice to Holder of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely intention to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination do so and, if upon the written request of Holder given within ten (10) days after receipt of the Company provides such notice, such Holder shall so request in writing, the Company shall use its best good faith efforts to include cause all Registrable Securities which the Company has been requested by Holder to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in such accordance with the intended methods of distribution specified in the request of Holder; provided that the Company shall have the right to postpone or withdraw any registration statement all effected pursuant to this Section 2 without obligation or any part liability to Holder. In the Holder’s request, the Holder will be required to describe briefly its proposed disposition of the Registrable Securities that such Holder requests to be registered, except that ifSecurities. However, in connection with any offering registration under Section 2, the Holder’s Registrable Securities shall be junior and subordinate to any registration rights granted by the Company which are already outstanding, and any senior registration rights granted by the Company in the future. 2.2 In connection with any registration under Section 2 involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such underwritten offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registrationsecurities, the Company shall not be obligated required to include any Registrable Securities in such underwriting unless ▇▇▇▇▇▇ accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as will not, in the sole discretion of the underwriters, jeopardize the success of the offering by the Company. If in the sole discretion of the managing underwriter or underwriters the registration of all, or part of, the Registrable Securities which Holder has requested to be included would adversely affect such public offering, then the Company shall be required to include in such registration statement, with respect to the requesting Holder, underwriting only an amount that number of Registrable Securities equal to Securities, if any, which the product of (i) managing underwriter or underwriters believe may be sold without causing such adverse effect. If the number of Registrable Securities that remain available for registration after to be included in the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, underwriting in either case, no accordance with the foregoing is less than the total number of Registrable Securities shall which Holder has requested to be reduced or excluded from any registration unless all other securities included, then Holder and each participant other than the Company in such underwriting shall participate in the underwriting pro rata based upon their total ownership of Registrable Securities. Any such limitation shall be imposed in such manner so as to avoid any diminution in the number of securities the Company may register for sale by giving first priority for the securities to be registered for issuance and sale by the Company and the underwriter, and by giving second priority for the securities to be registered for sale by any holder of Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of pursuant to the terms of this Agreement. 2.3 In connection with any registration under this Section 2 involving a selling stockholder registration statement or any other registration statement not involving an underwritten offering of the Company’s securities, the Company reserves the right to include only that number of Registrable Securities, if any, as it shall determine in its sole discretion, may be sold without jeopardizing the success of the offering or having an adverse effect on the offering. If the number of Registrable Securities to be included in the offering in accordance with the foregoing is less than the total number of Registrable Securities which Holder has requested to be included, then Holder and each participant other than the Company in such underwritingoffering shall participate in the offering pro rata based upon their total ownership of Registrable Securities. Any such limitation shall be imposed in such manner so as to avoid any diminution in the number of securities the Company may register for sale by giving first priority for the securities to be registered for issuance and sale by the Company, he and by giving second priority for the securities to be registered for sale by any holder of Registrable Securities pursuant to the terms of this Agreement. 2.4 Any holder of Registrable Securities may elect to withdraw therefrom such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company and of such request to withdraw prior to the underwritereffectiveness of the Registration Statement. No incidental right under this The Company may also elect to withdraw a registration statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 2.1 shall be construed to limit any registration required under Section 2.24 hereof.

Piggy Back Registration. (a) If ENTEX, at any time the Company shall determine time, proposes to register file on its behalf and/or on behalf of any of its security holders, a registration statement under the Securities Act (including pursuant to a demand of on any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash form (other than a registration relating solely to (i) the sale of statement on Form S-8 or any successor form for securities to participants be offered to employees of ENTEX pursuant to any employee benefit plan 23 or Form S-4 or any successor form for securities to be offered in a Company employee benefits plan, (iitransaction of the type referred to in Rule 145 under the Securities Act) for the registration of any class of its equity securities issuable upon conversion (as defined in Section 3(a)(11) of debt securities or (iii) the Exchange Act), other than a registration relating solely statement for a primary initial public offering by ENTEX in which no other security holders of ENTEX are participating, it will give written notice to a Rule 145 transaction)the Holder as promptly as reasonably possible, but in no event later than thirty (30) days prior to the initial filing with the Securities and Exchange Commission (the "Commission") of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by ENTEX. The notice shall offer to include in such filing such issued Registrable Securities, and such Registrable Securities issuable to the Holder as the Holder may request, on the same terms and conditions as are applicable to ENTEX or other selling security holders. (b) If the Holder desires to have Registrable Securities registered under this Section 13, it shall send to each Holder written notice of such determination and, if advise ENTEX in writing within ten fifteen (1015) days after the date of receipt of such noticeoffer from ENTEX, setting forth the number of such Holder Registrable Securities for which registration is requested. ENTEX shall thereupon include in such filing the number of Registrable Securities for which registration is so request in writingrequested, subject to the Company next sentence, and shall use its best efforts to include in effect registration under the Securities Act of such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentagesecurities; provided, however, that ENTEX may, at any time, abandon any offering in either case, no which any such Registrable Securities would otherwise be required to be included hereunder. If the managing underwriter of a proposed underwritten public offering of Common Stock shall be reduced or excluded from any registration unless all other securities other than advise ENTEX in writing that, in its opinion, the distribution of the Registrable Securities are first entirely excluded from requested to be included in the registration concurrently with the securities being registered by ENTEX and any (i) if the offering was initiated as a primary offering by ENTEX, first, to the shares sought to be included by ENTEX and second, to the shares sought to be included by the Holder and by any other shareholders of ENTEX in proportion to the number of shares sought to be included in such registration. If any Holder disapproves ; and (ii) if the offering is a secondary offering initiated by other shareholders of the terms of such underwritingENTEX, he may elect to withdraw therefrom by written notice first, to the Company shares sought to be included by such shareholders and by the underwriter. No incidental right under this Section 2.1 shall Holder, in proportion to the numbers of shares sought to be construed included by them in such registration, and then to limit any registration required under Section 2.2shares sought to be included by ENTEX or any other shares in such registration.

Piggy Back Registration. If at any time the Company shall determine PCAC proposes to register file a registration statement under the Securities Act with respect to an offering by PCAC for (including pursuant to a demand a) its own account of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any class of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely statement on Form S-4 or S-8 or any successor or other forms not available to (i) register capital stock to sell to the sale of securities to participants in a Company employee benefits planpublic), (ii) equity securities issuable upon conversion of debt securities or (iiib) a or on the account of security holders exercising demand registration relating solely to a Rule 145 transaction)rights, it PCAC shall send to each Holder give written notice of such determination andproposed filing to Holders at least 30 days before the anticipated filing date, if within ten and such notice shall describe in detail the proposed registration and distribution (10including those jurisdictions under which registration under the securities or blue sky laws is intended) days after receipt and offer Holders the opportunity to register such number of such noticeRegistrable Securities as Holders may request, such Holder shall so request in writing, the Company and shall use its best efforts to include in such registration statement all or any part (within ten days of the Registrable Securities that such Holder requests notice provided for in the preceding sentence) to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, cause the managing underwriter shall impose or underwriters of a limitation proposed underwritten offering (the "Company Underwriter") to permit Holders to participate in the registration and to include such Registrable Securities in such offering on the number same terms and conditions as the securities of shares PCAC included therein. Notwithstanding the foregoing, if the Company Underwriter delivers a written opinion to Holders that the total amount or kind of Common Stock included in securities which Holders, PCAC and any such registration statement because, other persons or entities are intending to register in such underwriter’s judgment, such limitation offering (the "Total Securities") is necessary based sufficiently large so as to have a material adverse effect on market conditions, (a) if such offering is the initial Public Offering distribution of the Company’s Total Securities, the amount or kind of securities solely to be offered for the Company’s own account, account of Holders and such other persons or entities (but not PCAC) shall be reduced pro rata first among the Holders may be excluded entirely if participating shareholders other than the underwriters make the determination described aboveHolders, and (b) if second among the Holders, to the extent necessary to reduce the Total Securities to the number recommended by the Company Underwriter. Holders shall sell Registrable Securities in such registered offering is solely in compliance with the terms and conditions agreed to between the Company and the Company Underwriter. Holders agree that it shall enter into any holdback or lock up agreements required by the Company Underwriter, not to exceed 180 days following the initial Public Offering filing of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such applicable registration of statement, with respect to the requesting Holder, only an amount sale by such Holders of Registrable Securities equal Shares and Option Shares to the product extent that the directors, executive officers and 10% or greater shareholders of (i) PCAC are similarly required to enter into such lock up or holdback agreement. There shall be no limitation on the number of Registrable Securities that remain available for registrations which may be obtained with respect to piggyback registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect pursuant to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2.

Piggy Back Registration. If Subject to the limitations contained in SECTION 4.6, if the Company at any time the Company shall determine proposes to register any of its securities under the Securities Act (including pursuant to a demand of any shareholder of on Form ▇-▇, ▇-▇ or S-3 or the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash equivalent (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionan Excluded Registration), whether of its own accord or at the request of any holder or holders of such securities, it shall send to will each Holder such time give written notice to all holders of outstanding 1996 Series A Preferred Stock and Conversion Shares of its intention so to do. Upon the written request of a holder or holders of any such determination and, if 1996 Series A Preferred Stock and Conversion Shares given within ten (10) 30 days after receipt of any such notice, notice (stating the intended method of disposition of such Holder shall so request in writingsecurities by the prospective Seller or Sellers), the Company shall will use its best efforts to include cause all Conversion Shares, the holders of which shall have so requested registration thereof, to be registered under the Securities Act, all to the extent requisite to permit the sale or other disposition (in such accordance with the intended methods thereof as aforesaid) by the prospective Seller or Sellers of the Conversion Shares so registered; PROVIDED, HOWEVER, the Company may elect not to file a registration statement all pursuant to this SECTION 4.4 or may withdraw any part registration statement filed pursuant to this SECTION 4.4 at any time prior to the effective date thereof. In the case of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any an underwritten public equity offering involving an underwriting of Common Stock to be issued by the Company, each Seller shall, if requested by the managing underwriter, agree not to sell publicly any equity securities of the Company held by such Seller (other than the Conversion Shares so registered) for a period of up to 120 days following the effective date of the registration statement relating to such offering. If the managing underwriter shall impose for the respective offering advises that the inclusion in such registration of some or all of the Conversion Shares sought to be registered by the Seller in its opinion will cause the proceeds or price per unit the Company or the requesting or demanding holder of securities will derive from such registration to be reduced or that the number of securities to be registered at the instance of the Company or such requesting or demanding holder plus the number of securities sought to be registered by the Sellers is too large a limitation on number to be reasonably sold, then the number of securities to be included in such registration will be reduced as set forth below: (i) the number of shares of Common Stock included in sought to be registered by any such registration statement becauseholders of Common Stock, in such underwriter’s judgmentother than the Conversion Shares, such limitation is shall be reduced pro rata to the extent necessary based on market conditions, to reduce the number of securities to be registered to the Recommended Number; (aii) if such offering is the initial Public Offering reduction provided for in clause (i) above does not reduce the number of securities to be registered to the Recommended Number, then the number of shares of the Company’s securities solely for the Company’s own account, the Holders may Common Stock sought to be excluded entirely if the underwriters make the determination described above, issued and (b) if such offering is not the initial Public Offering registered on account of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect reduced to the requesting Holder, only an amount extent necessary to reduce the number of Registrable Securities equal shares of Common Stock to be registered to the product of Recommended Number; and (iii) if the reduction provided for in clauses (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; providedabove does not reduce the number of shares of Common Stock to be registered to the Recommended Number, however, in either case, no Registrable Securities then the number of Conversion Shares sought to be registered shall be reduced pro rata, in proportion to the number of Conversion Shares sought to be registered by the holders thereof, to the extent necessary to reduce the number of shares of Common Stock to be registered to the Recommended Number. The Company will not grant to any Person at any time on or excluded from after the date hereof the right to request the Company to register any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms Company under the Securities Act unless such right provides that such securities shall not be registered and sold at the same time if the managing underwriter for the respective sellers believes that sale of such underwritingsecurities would adversely affect the amount of, he may elect to withdraw therefrom by written notice to or price at which, the Company and the underwriter. No incidental right respective Conversion Shares being registered under this Section 2.1 shall 4.4 can be construed to limit any registration required under Section 2.2sold.

Piggy Back Registration. If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder stockholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereofrights) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely on any form which does not include substantially the same information as would be required to be included in a Rule 145 transactionregistration statement covering the sale of the Registrable Shares), it shall send to each Holder written notice of such determination and, if within ten twenty (1020) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities Shares equal to the product of (i) the number of Registrable Securities Shares that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, as that term is defined in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registrationSection 1.4. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 Notwithstanding anything herein to the contrary, the amount of Registrable Securities to otherwise be included in any registration statement shall be construed subject to limit any registration required the limitations imposed by Rule 415 under Section 2.2the Securities Act as determined by counsel to the Company.

Piggy Back Registration. If at any (a) Request for Registration. Each time the Company shall determine proposes to register file ------------------------ a registration statement under the Securities Act (including pursuant with respect to a demand of any shareholder of an offering by the Company exercising registration rights other than pursuant to Section 2.2 for its own account or Section 2.3 hereof) for the account of any of its Common Stock security holders of any class of equity security (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that is adopted by the Commission) or (ii) a registration statement filed in connection with an exchange offer or the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionCompany's existing security holders), it then the Company shall send to each Holder give written notice of such determination andproposed filing to each Holder of Registrable Securities as soon as practicable (but in no event less than 20 days before the anticipated filing date), if within ten (10) days after receipt of and such notice, notice shall offer such Holder shall so request in writing, the Company shall use its best efforts opportunity to include in register such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included Registrable Securities as each such Holder may request (which request must be made in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, writing and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude shall specify the Registrable Securities from intended to be disposed of by such Holder and the registrationintended method of distribution thereof) (a "Piggy-Back Registration"); ----------------------- provided, however, that the Company shall not be obligated required to include Registrable -------- ------- Securities in such the securities to be registered pursuant to a registration statementstatement on any form which limits the amounts of securities which may be registered by the issuer and/or selling security holders if, with respect and to the requesting Holderextent that, only such inclusion would make the use of such form unavailable. In the event that any Piggy-Back Registration shall be, in whole or in part, an amount underwritten public offering of Registrable Securities equal to Common Stock, any request for inclusion by the product of Holder shall specify that either (i) the number of such Registrable Securities that remain available for registration after are to be included in the underwriter’s cut back underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration, or (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities are to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The Company shall be reduced permit, or, if the offering relating to a Piggy-Back Registration is an underwritten offering, shall use its reasonable best efforts to cause the managing underwriter or excluded from any registration unless all other securities other than underwriters of such proposed underwritten offering to permit, the Registrable Securities are first entirely excluded from requested to be included in such registration. If Piggy-Back Registration to be included on the same terms and conditions as any Holder disapproves similar securities of the terms Company or any other security holder included therein and shall permit, or use its reasonable best efforts to cause such managing underwriter or underwriters to permit, the sale or other disposition of such underwriting, he may elect Registrable Securities in accordance with such Holder's intended method of distribution thereof. Any Holder shall have the right to withdraw therefrom its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 3 by giving written notice to the Company and of such withdrawal. The Company may withdraw such registration statement at any time prior to the underwriter. No incidental right under this Section 2.1 time it becomes effective, provided that the Company shall give immediate notice of such withdrawal to the Holders who requested Registrable Securities to be construed to limit any registration required under Section 2.2included in such Piggy-Back Registration.

Piggy Back Registration. (a) If at any time after the date hereof and as long as Registrable Securities remain outstanding, the Company shall determine file with the Commission a registration statement of the Company under the Securities Act, relating to register an offering for its own account or the account of others under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction“Registration”), it the Company shall send to each Holder a written notice of such determination and, if within ten fifteen (1015) days after receipt the giving of such notice, such Holder anyHolder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities that of such Holder requests to be registeredHolder, except that if, in connection with any offering involving an underwriting underwritten Registration for the account of Common Stock to be issued by the Company, the managing underwriter underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in any such a registration statement because, in such underwriter’s underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary based on market conditionsto facilitate public distribution, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities as the underwriter(s) shall permit, if any. In the event only a limited portion of the Registrable Securities shall be included in a registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for to be registered on such registration after statement will be reduced pro rata based on the underwritertotal number of Registrable Securities requested to be included held by such Holders. If a Registration in connection with which a Holder is entitled to registration under this Section 2(a) is an underwritten Registration, then each such Holder shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter(s) and, subject to the provisions of this Agreement, on the same terms and conditions as other shares of Common Stock included in such underwritten offering. (b) Notwithstanding any other provision of this Agreement, this Section 2 shall not apply to, and a Holder’s cut back and right to participate in a Registration shall not be triggered by, the filing of a registration statement (i) covering shares of Common Stock issued pursuant to a stock option, stock incentive or employee benefit plan, (ii) on Form S-4 (or successor form) under the Securities Act for the purpose of offering such securities to another business entity or the shareholders of such entity in connection with the acquisition of assets or shares of capital stock, respectively, of such entity, or (iii) in connection with a resale shelf registration filed in connection with an acquisition, reorganization, recapitalization, merger, consolidation or similar transaction involving the Company. (c) The Registration Statement shall contain (unless otherwise directed by Holders of at least a majority of the then outstanding Registrable Securities) the “Plan of Distribution” with respect to the Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than in substantially the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2.form attached hereto as Annex A.

Piggy Back Registration. If at any time When the Company shall determine to register registers the Registrable ------------------------ Securities held by the Exchanging Holders under the Securities Act (including pursuant for sale to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writingpublic, the Company shall hereby agrees to register the shares of Common Stock and Special Stock held by Southwest Royalties Holdings, Inc. ("SRH Registrable Securities") on the same terms and conditions as the securities otherwise being sold pursuant to such registration, and the Company will use its best efforts to include cause the SRH Registrable Securities to be included in such the securities to be covered by the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein, all to the extent requisite to permit the sale or any part other disposition by SRH of the SRH Registrable Securities that such Holder requests to be so registered, except that if, in connection with subject to any offering involving an underwriting of Common Stock other restrictions relating to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership PercentageSRH Registered Securities; provided, however, that the Company may at any time prior to the effectiveness of any such registration statement, in either caseits sole discretion and without the consent of SRH, no abandon the proposed registration of the SRH Registrable Securities shall in its entirety. If such registration is an underwritten registration, the number of SRH Registrable Securities to be included in such a registration may be reduced or excluded from any eliminated if and to the extent the managing underwriter concludes that such inclusion would jeopardize the successful marketing of the securities proposed to be offered and sold thereunder. Notwithstanding anything to the contrary contained in this Section 8(b), in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to a registration unless all other securities other than the statement covering Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms Exchanging Holders or Common Stock of such underwriting, he may elect to withdraw therefrom by written notice to the Company and SRH does not elect to sell its SRH Registrable Securities to the underwriter. No incidental right under this Section 2.1 underwriters of the Company's securities in connection with such offering, SRH shall not offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock during the period of distribution of the Company's securities by such underwriters, which shall be construed to limit any specified in writing by the underwriters and shall not exceed 90 days following the date of effectiveness under the Securities Act of the registration required under Section 2.2statement relating thereto.

Piggy Back Registration. If (a) If, at any time prior to the Company shall determine end of the Registration Period, EuroGas proposes to register file a registration statement under the Securities Act (including pursuant with respect to a demand an offering for its own account or for the account of any shareholder other person or entity of the Company exercising registration rights other than pursuant to Section 2.2 any class of its equity securities, including any securities convertible into or Section 2.3 hereof) exchangeable for any of its Common Stock equity securities (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form for comparable purposes that may be adopted by the Commission) or (ii) a registration statement filed in connection with the public an exchange offer or an offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionEuroGas' existing security holders), it then EuroGas shall send to in each Holder case give written notice of such determination andproposed filing to the Holders of Registrable Securities as soon as practicable, if but in no event later than 30 days prior to the anticipated filing date, and such notice shall offer to such Holders the opportunity to register the resale of such number of Registrable Securities as each such Holder may request. Upon the written request of a Holder made within ten (10) 20 days after receipt of such noticenotice by the Holder, EuroGas shall include in any registration described in the first sentence of this Section 3(a) all Registrable Securities requested by such Holder shall so request in writingto be included therein, subject to the Company provisions of Section 3(b) hereof. (b) In the case of a proposed underwritten offering, EuroGas shall use its best efforts to include cause the managing underwriter or underwriters of such offering to permit all Registrable Securities requested by a Holder to be included in such the registration statement all for such offering to be included on the same terms and conditions as any similar securities of EuroGas included therein. Notwith- standing the foregoing, if the managing underwriter or any part underwriters of such offering determine in writing that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities that such Holder requests requested to be registeredincluded, except that if, then the securities offered for the account of the Holders in connection with any such offering involving an underwriting shall be reduced to the extent necessary to reduce the total amount of Common Stock securities to be issued included in such offering to the amount recommended by the Company, the such managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentageunderwriters; provided, however, that the proportion by which the amount of Registrable Securities intended to be offered by the Holders is reduced shall not exceed the proportion by which the amount of securities intended to be offered by any person or entity other than EuroGas is reduced. (c) To the extent not inconsistent with applicable law, each Selling Holder whose securities are included in either a registration statement pursuant to this Section 3 agrees not to effect any public sale or distribution of the security being registered, including a sale pursuant to Rule 144 under the Securities Act, during the 15 days prior to and during the 90-day period (or such shorter period as may be required by the managing underwriter or underwriters with respect to any officer or director or shareholder of EuroGas) beginning on, the effective date of a registration statement (except, in each case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from as part of such registration. If any Holder disapproves of the terms of such underwriting), he may elect to withdraw therefrom by written notice if and to the Company and extent requested by the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2managing underwriter or underwriters for an underwritten public offering.

Piggy Back Registration. If at The Holders of this Registration Rights Agreement shall have the right to include all of the shares of Common Stock underlying this Warrant (the "Registrable Securities") as part of any time registration of securities filed by the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with a transaction contemplated by Rule 145(a) promulgated under the public offering Act or pursuant to Form S-8) and must be notified in writing of such securities solely for cash (other than a registration relating solely to (i) filing; provided, however, that the sale holder of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), this Warrant agrees it shall send not have any piggy-back registration rights pursuant to each Holder written notice this Agreement if the shares of such determination and, if within ten (10) days after receipt Common Stock underlying this Warrant may be sold in the United States pursuant to the provisions of such notice, such Rule 144. Holder shall so request have five (5) business days to notify the Company in writingwriting as to whether the Company is to include Holder or not include Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company shall use its best efforts to include in such registration statement all or any part of may require that the Registrable Securities that requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such Holder requests to offering only a limited number of Registrable Securities should be registeredincluded in such offering, except that if, in connection with any offering involving an underwriting of Common Stock to or no such shares should be issued by the Companyincluded, the managing underwriter Holder, and all other selling stockholders, shall impose a limitation on be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of Common Stock included selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities held by the selling stockholders) shall be withheld from the market by the Holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Agreement prior to the effectiveness of such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is whether or not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated any Warrant holder elected to include securities in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves All registration expenses incurred by the Company in complying with this Agreement shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the holders of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2Warrants.

Piggy Back Registration. If at any time the Company shall determine Issuer proposes to register file a Registration Statement under the Securities Act (including pursuant with respect to a demand an offering by the Issuer for its own account or for the account of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering respective securityholders of such any securities solely for cash (other than a registration relating solely to (i) an Initial Public Equity Offering, unless other securityholders of the sale of securities to participants in a Company employee benefits plan, Issuer are participating therein; (ii) equity securities issuable upon conversion of debt securities a registration statement on Form S-4 or S-8 (or any substitute forms that may be adopted by the SEC); (iii) a registration relating statement filed in connection with an offer or offering of securities by the Issuer for its own account solely to the Issuer's existing securityholders; (iv) a Rule 145 transactionDemand Registration; or (v) a shelf registration statement filed pursuant to the Exchange and Registration Rights Agreement dated the date hereof among the Issuer and the other parties thereto), it then the Issuer shall send to each Holder give written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts proposed filing to include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal as soon as practicable (but in no event less than twenty (20) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to the product of (i) the register such number of Registrable Securities that remain available for registration after the underwriter’s cut back and as each such Holder may request (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities which request shall be reduced or excluded from any registration unless all other securities other than specify the Registrable Securities are first entirely excluded from intended to be disposed of by such registrationHolder and the intended method of distribution thereof) (a "PIGGY-BACK REGISTRATION"). If The Issuer shall use its reasonable best efforts to cause the managing underwriter or underwriters of such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any Holder disapproves similar securities of the Issuer or any other securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof; PROVIDED, HOWEVER, in no event shall the Issuer be required to reduce the number of securities proposed to be sold by the Issuer or alter the terms of such underwriting, he may elect the securities proposed to be sold by the Issuer in order to induce the managing underwriter or underwriters to permit Registrable Securities to be included. Any Holder shall have the right to withdraw therefrom its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company Issuer of its request to withdraw no later than three (3) Business Days prior to the effectiveness of the Registration Statement. The Issuer may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective; PROVIDED that the Issuer shall give prompt notice thereof to participating Holders. The Issuer will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the underwritersale or disposition of such Holder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.2. No incidental right registration effected under this Section 2.1 shall be construed 2.2, and no failure to limit any effect a registration required under this Section 2.2, shall relieve the Issuer of its obligation to effect a registration upon the request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and to complete the sale of Registrable Securities in connection therewith shall relieve the Issuer of any other obligation under this Agreement. In no event shall a Piggyback Registration be deemed to constitute a Demand Registration.

Piggy Back Registration. If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) In the sale case of a Piggy-Back Registration in which HEALTHSOUTH participates, the Company and each Seller may sell that proportion of the securities to be sold in the proposed distribution which the number of securities proposed to participants in a Company employee benefits plan, be sold by such Seller bears to the aggregate number of securities proposed to be sold by all Sellers (including the Company); and (ii) equity securities issuable upon conversion in the case of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued Piggy-Back Registration initiated by the Company, the managing underwriter Company shall impose a limitation on first include in such registration the shares of Company Common Stock that the Company initially proposed to sell in such Registration and then include in such registration shares of Company Common Stock held by each other Seller, pro rata based upon the number of shares of Company Common Stock included proposed to be sold pursuant to the Registration in relation to the aggregate number of shares of Company Common Stock proposed to be sold by all Sellers other than the Company. If on any occasion of registration in which the Company proposes to file a registration statement under the Securities Act with respect to the proposed sale of Common Stock pursuant to a fully-underwritten public offering, and the managing underwriter shall request an agreement by the Sellers (as defined in this Section 5) not to sell any of the Registrable Securities so held by each Seller for a period of ninety (90) days (or such greater period, not to exceed one hundred eighty (180) days, as the managing underwriter may request), after the effectiveness of any such registration statement becausein order to effect an orderly public distribution thereof, in then the Sellers shall agree to enter into and execute such underwriter’s judgment, an agreement with such limitation is necessary based managing underwriter and the Company pertaining to a restriction on market conditions, (a) if such offering is the initial Public Offering transfer of any securities of the Company’s securities solely for the Company’s own accountCompany during such period. Each Seller further agrees, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering upon request of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registrationmanaging underwriter, to enter into and execute an agreement with such managing underwriter and the Company shall be obligated pursuant to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect which each Seller will agree not to withdraw therefrom by written notice to transfer any securities of the Company and during the underwriter. No incidental right under this Section 2.1 shall be construed to limit any seven (7) day period immediately preceding the effectiveness of such registration required under Section 2.2statement or the pricing of such offering.

Piggy Back Registration. (a) If at any time the Company shall determine proposes to register file a registration statement under the Securities Act (including pursuant with respect to a demand an offering by the Company of any shareholder class of the Company exercising registration rights equity security, including any security convertible into or exchangeable for any equity securities (other than pursuant (i) a registration statement on Form S-4 or S-8 (or any substitute form for comparable purposes that may be adopted by the Commission), (ii) a registration statement filed in connection with an exchange offer or an offering of securities solely to Section 2.2 the Company's existing security holders or Section 2.3 hereof(iii) any of its Common Stock in connection with the public registration statement that is on a form pursuant to which an offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionRegistrable Securities cannot be registered), it then the Company shall send to in each Holder case give written notice of such determination andproposed filing to the Holders at least 30 days before the anticipated filing date, if and such notice shall offer the Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request of any Holder received by the Company within ten (10) 15 business days after receipt the date of the Company's delivery of its notice to the Holders of its intention to file such notice, such Holder shall so request in writinga registration statement, the Company shall shall, subject to the conditions and in accordance with the procedures set forth herein, use its best efforts to include cause the managing underwriter or underwriters, if any, of a proposed underwritten offering to permit the Registrable Securities requested by the Holder to be included in the registration statement for such offering on the same terms and conditions as any similar securities of the Company included therein (a "Piggy-Back Registration"). Notwithstanding the foregoing, if the managing underwriter or underwriters of an offering indicates in writing to the Holders who have requested that their Registrable Shares be included in such registration statement all or any part offering, its reasonable belief that because of the size of the offering intended to be made, the inclusion of the Registrable Securities that such Holder requests requested to be registeredincluded might reasonably be expected to jeopardize the success of the offering of the securities of the Company to be offered and sold by the Company for its own account, except that if, then the amount of securities to be offered for the account of the Holders shall be reduced on a pro rata basis with all sellers (whether or not such sellers are Holders) other than the Company to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters. The Company will bear all Registration Expenses (as hereinafter defined) in connection with a Piggy-Back Registration. (b) The Company may, without the consent of any Selling Holder, withdraw any registration statement prior to the effectiveness thereof and abandon any proposed offering involving an underwriting of Common Stock to be issued initiated by the Company, notwithstanding the managing underwriter shall impose request of a limitation on Holder to participate therein in accordance with this Section 2, if the number of shares of Common Stock included Company determines that such action is in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering best interests of the Company’s securities solely for . (c) Notwithstanding anything contained herein to the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registrationcontrary, the Company shall be obligated will have no obligation under this Section 2 to include in such registration statement, with respect to the requesting Holder, only an amount register any Registrable Securities unless at least 20,000 shares of Registrable Securities equal in the aggregate are requested to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) be included in such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2offering.

Piggy Back Registration. (a) If at any time the Company shall determine Registrant proposes to register file a registration statement under the Securities Act with respect to an offering (including pursuant other than an offering the proceeds of which are to a demand be used to redeem the Notes) by such Registrant of any shareholder debt securities for its own account or for the account of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock security holders (PROVIDED that, in connection with the public offering case of a registration on demand of such security holders, the holders of a majority in aggregate principal amount of any such debt securities solely for cash consent in writing) of any class of debt or equity security (other than a registration relating solely to statement on Form S-4 or S-8 (i) or any substitute form that may be adopted by the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionCommission), it then such Registrant shall send to each Holder give written notice of such determination and, if within ten (10) days after receipt proposed filing to the holders of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, as soon as practicable (but in connection with any offering involving an underwriting of Common Stock to be issued by no event less than 30 days before the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described aboveanticipated filing date), and (b) if such offering is not notice shall offer such holders the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated opportunity to include in register such registration statement, with respect to the requesting Holder, only an principal amount of Registrable Securities equal as each such Holder may request (a "PIGGY-BACK REGISTRATION"). (b) The applicable Registrant shall use all reasonable efforts to cause the product managing underwriter or underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested to be included in the registration statement for such offering to be included on the same terms and conditions as any similar class of debt or equity securities of such Registrant or of such other security holders included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to such Registrant that either because of (i) the number kind or combination of securities which the holders of Registrable Securities that remain available for registration after the underwriter’s cut back Securities, such Registrant and any other Persons intend to include in such offering or (ii) the size of the offering which such Holder’s Ownership Percentage; providedholders, howeversuch Registrant and such other Persons intend to make, in either case, no are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (A) in the event that the size of the offering is the basis of such managing underwriter's opinion, the amount of securities to be offered for the accounts of such holders shall be reduced or excluded from any registration unless all other securities other than pro rata (according to the Registrable Securities proposed for registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; PROVIDED that if securities are first entirely being offered for the account of other Persons as well as such Registrant, then with respect to the Registrable Securities intended to be offered by such holders, the proportion by which the amount of such class of securities intended to be offered by such holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by such other Persons is reduced; and (B) in the event that the kind (or combination) of securities to be offered is the basis of such managing underwriter's opinion, (x) the Registrable Securities to be included in such offering shall be reduced as described in CLAUSE (A) above (subject to the proviso in CLAUSE (A)) or (y) if the actions described in CLAUSE (X) would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2offering.

Piggy Back Registration. If at any time (a) if the Company shall determine proposes to register any of its capital stock or other securities under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than in connection with the IPO or a registration relating solely on Form S-8 or any form which does not include substantially the same information as would be (b) Notwithstanding the foregoing, in the event the IPO or proposed registration is in whole or in part an underwritten public offering, the Company shall so advise the Holders as part of the written notice under Subsection 3(a). If the managing underwriter determines and advises the Company in writing that the inclusion of such shares of requesting Holders, together with all shares of the Company's capital stock to be offered by the Company, and shares to be included pursuant to other registration rights, would materially adversely affect the successful marketing of such securities, then (i) the sale Company shall immediately provide all Holders requesting inclusion in such registration with a copy of securities to participants in a Company employee benefits plansuch written advice, and (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock capital stock otherwise to be included in any the registration statement by Holders shall be reduced pro rata among such Holders requesting inclusion of their shares in such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is proportion to the initial Public Offering number of shares of the Company’s securities solely 's capital stock then owned by each with respect to which it has registration rights. The parties agree that in any registration for an IPO or a public offering the Company’s own account, managing underwriter may reduce the number of shares on a pro rata basis to be included by Holders but in no event shall the shares to be offered by the Holders may be excluded entirely if the underwriters make the determination described above, and reduced to below fifteen percent (b15%) if such offering is not the initial Public Offering of the Company’s securities or if total number of shares to be included in the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the or such lesser number of Registrable Securities that remain available for registration after shares as are requested to be included by the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registrationHolders. If any Holder disapproves of the terms of such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. No incidental right under this Section 2.1 shall be construed . (c) The Company is not obligated to limit any registration required under Section 2.2include Holders' Securities in more than three (3) such registrations.

Piggy Back Registration. If at any time commencing on the date of issuance of the Preferred Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the Securities and Exchange Commission, Company shall determine to register prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act (including pursuant to a demand of any shareholder securities of the Company exercising registration rights Company, other than pursuant on Form S-4 or Form S-8 or their then equivalents relating to Section 2.2 or Section 2.3 hereof) any of its Common Stock equity securities to be issued solely in connection with the public offering any acquisition of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) any entity or business or equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)in connection with employee benefit plans, it Company shall send to each Holder the Holders written notice of such determination andand if, if within ten (10) days after receipt of such notice, such any Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering involving an underwriting for the account of Common Stock to be issued by the Company, the managing underwriter underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in any such registration statement the Registration Statement because, in such underwriter’s underwriter(s)’ judgment, such limitation is necessary based on market conditionsto effect an orderly public distribution, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the then Company shall be obligated to include in such registration statement, Registration Statement only such limited portion of the Registrable Securities with respect to the requesting Holder, only an amount which such Holder has requested inclusion. Any exclusion of Registrable Securities equal shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentagespecified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in either casesuch Registration Statement; and provided further, no however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be reduced or excluded from any registration unless all made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other than securities is prohibited under any written agreement entered into by Company with the Registrable Securities are first entirely excluded from holder of such registration. If any Holder disapproves of other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriteragreement. No incidental right to registration of Shares under this Section 2.1 1(b) shall be construed to limit any registration required under Section 2.2.1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment B to Exchange Agreement

Piggy Back Registration. (1) If at any time the Company shall determine proposes to register file a registration statement under the Securities Act (including pursuant with respect to a demand of any shareholder of an offering by the Company exercising registration rights other than pursuant to Section 2.2 for its own account or Section 2.3 hereof) for the account of any of its Common Stock in connection with the public offering security holders of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion any class of debt securities or (iii) a registration relating solely to a Rule 145 transaction)security, it then the Company shall send to each Holder give written notice of such determination andproposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 20 Business Days before the anticipated filing date), if within ten (10) days after receipt and such notice shall offer such Holders the opportunity to register such number of such notice, Registrable Securities as each such Holder shall so may request in writing, the (a "Piggy-Back Registration"). (2) The Company shall use its best efforts to include in such registration statement all cause the managing Underwriter or any part Underwriters of a proposed underwritten offering to permit the Registrable Securities that such Holder requests requested to be registered, except that if, included in connection with any the registration statement for such offering involving an underwriting of Common Stock to be issued by included on the Companysame terms and conditions as any similar securities of the Company or of such other security holders included therein. Notwithstanding the foregoing, if the managing underwriter shall impose a limitation on the number Underwriter or Underwriters of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, deliver a written opinion to the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product that either because of (i) the number kind or combination of securities which the Holders, the Company and any other persons or entities intend to include in such offering or (ii) the size of the offering which the Holders, the Company and such other persons intend to make, are such that the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (a) in the event that the size of the offering is the basis of such managing Underwriter's opinion, the amount of securities to be offered for the accounts of Non-Priority Persons (as defined below) shall be reduced pro rata (according to the Registrable Securities and other securities proposed for registration by Persons ("Non-Priority Persons") other than the Person or Persons for whose account such registration was initially to be filed) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing Underwriter or Underwriters; PROVIDED that if securities are being offered for the account of Non-Priority Persons other than holders of Registrable Securities, then with respect to the Registrable Securities intended to be offered by Holders, the proportion by which the amount (taking into account the initial net proceeds to the Company on issuance of such securities and not the face amount thereof) of such class of securities intended to be offered by Holders is reduced shall not exceed the proportion by which the amount of such class of securities intended to be offered by Non-Priority Persons other than holders of Registrable Securities that remain available for registration after the underwriter’s cut back is reduced; and (iib) in the event that the kind (or combination) of securities to be offered is the basis of such Holder’s Ownership Percentage; providedmanaging Underwriter's opinion, however, in either case, no (x) the Registrable Securities to be included in such offering shall be reduced as described in clause (a) above (subject to the proviso in clause (a)) or excluded from any registration unless all other securities other than (y) if the actions described in clause (x) would, in the judgment of the managing Underwriter, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities are first entirely requested to be included would have on such offering, such Registrable Securities will be excluded from such registrationoffering. If any Holder disapproves The Company will pay all Registration Expenses (as defined herein) in connection with each registration of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2Registrable Securities.

Piggy Back Registration. If Subject to Section 10 of the ----------------------- Stockholders Agreement, if at any time 90 days following the closing of the Company's Initial Public Offering, the Company shall determine proposes to register file a registration statement under the Securities Act (including pursuant with respect to a demand of any shareholder of an offering by the Company exercising registration rights other than pursuant to Section 2.2 for its own account or Section 2.3 hereof) for the account of any of its Common Stock in connection with respective security holders of any class of security of the public offering of such securities solely for cash same class as the Registrable Securities (other than a registration relating statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or a registration statement filed in connection with an exchange offer or offering of securities solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionCompany's existing security holders), it then the Company shall send to each Holder give written notice of such determination andproposed filing to the Holders as soon as practicable (but in no event less than 10 days before the anticipated filing date), if and such notice shall offer such Holders the opportunity (subject to Section 2.1) to register such number of shares of Registrable Securities as each such Holder may request in writing within ten (10) 5 days after of receipt of such notice, notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder shall so request in writingand the intended method of distribution thereof) (a "Piggy-Back Registration"); provided, that, Registrable Securities of a Holder may be excluded from such offering if such offering is made pursuant to Section 2.1 of Exhibit A of the Stockholders Agreement dated April 11, 1996, as amended. The Company shall use its best efforts to include in such registration statement all cause the managing Underwriter or any part Underwriters of a proposed underwritten offering to permit the Registrable Securities that such Holder requests requested to be registered, except that if, included in connection with any offering involving an underwriting of Common Stock a Piggy-Back Registration to be issued by the Company, the managing underwriter shall impose a limitation included on the number same terms and conditions as any similar securities of shares the Company included therein to permit the sale or other disposition of Common Stock included such Registrable Securities in accordance with the intended method of distribution thereof. Subject to Section 2.3(b), any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom Piggy-Back Registration by giving written notice to the Company and of its request to withdraw within 20 days of its request for inclusion. The Company may withdraw a Piggy-Back Registration at any time prior to the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2time it becomes effective.

Piggy Back Registration. If at any time after the Company shall determine has completed a Public Equity Offering, the Company proposes to register file a Registration Statement under the Securities Act (including pursuant with respect to a demand an offering by the Company for its own account or for the account of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) its securityholders of any class of its Common Stock in connection with the public offering of such securities solely for cash a firmly underwritten Public Equity Offering (other than a registration relating solely to (i) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the sale of securities to participants in a Company employee benefits plan, SEC) or (ii) equity a Registration Statement filed in connection with an exchange offer or offering of securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionthe Company's existing securityholders), it then the Company shall send to each Holder give written notice of such determination andproposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date), if and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within ten (10) 30 days after receipt of such notice, written notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder shall so request in writing, the (a "PIGGY-BACK REGISTRATION"). The Company shall use its best efforts to include in keep such registration statement Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 90 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all or any part of the Registrable Securities that such Holder requests covered thereby. The Company shall use its best efforts to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, cause the managing underwriter shall impose a limitation on the number Underwriter or underwriters, if any, of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such proposed offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude to permit the Registrable Securities from requested to be included in a Piggy-Back Registration to be included on the registration, same terms and conditions as any similar securities of the Company shall be obligated or any other securityholder included therein and to include in permit the sale or other disposition of such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to the product withdraw its request for inclusion of (i) the number of its Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect Registration Statement pursuant to withdraw therefrom this Section 2.2 by giving written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2.of its request to

Piggy Back Registration. If the Company at any time the Company shall determine proposes to register any of its equity securities (other than securities issued with respect to any acquisition or any employee stock option, stock purchase, or similar plan or any other securities to be registered pursuant to a special purpose registration) under the Securities Act (including pursuant to a demand on Form ▇-▇, ▇▇▇▇ ▇-▇, Form S-3 or any other form of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely general application for cash (other than a registration relating solely to (i) the sale of securities to participants the public in a Company employee benefits plan, (ii) equity an underwritten offering upon which may be registered securities issuable upon conversion of debt securities or (iii) a registration relating solely similar to a Rule 145 transaction)the Restricted Securities, it shall send will each such time at least 60 days prior to each Holder the anticipated filing date of such proposed registration statement give written notice to all holders of such determination all outstanding Notes or Restricted Securities of its intention so to do and, if upon the written request of any such holder made within ten (10) 30 days after the receipt of any such notice, notice (which request shall specify the Restricted Securities intended to be disposed of by such Holder shall so request in writingholder and state the intended method of disposition thereof), the Company shall will use its best efforts to include effect the registration under the Securities Act of Restricted Securities which the Company has been so requested to register, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) by such registration statement all or any part holders of the Registrable Restricted Securities that such Holder requests to be so registered, except that if, in connection with any offering involving an underwriting subject to the discretion of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on to limit or exclude any of such equity securities from the offering if it determines that the inclusion thereof would adversely affect the marketing of the securities to be sold by the Company therein; PROVIDED, HOWEVER, that if any of such equity securities are to be included in such underwriting for the account of any person other than the Buyer, the number of shares of Common Stock such equity securities to be included in by any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities person shall be reduced first; PROVIDED, FURTHER, HOWEVER, that if any Restricted Securities are to be distributed pursuant to this paragraph through a firm of underwriters to the public and the Buyer shall be participating in such offering the Buyer shall have the right, in its sole discretion, to approve or excluded disapprove of any underwriter in which General Electric Company has a direct or indirect interest of 5% or more. No registration effected pursuant to this paragraph 11E shall relieve the Company from its obligation to effect any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect upon request pursuant to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2paragraph 11D hereof.

Piggy Back Registration. (a) If at any time the Company shall determine proposes to register any of its securities under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits planon Form S-▇, (ii) equity securities issuable upon conversion of debt securities ▇▇▇▇ ▇-▇, or (iii) a registration relating solely to a Rule 145 transactionany successor or similar forms), whether for the account of the Company or otherwise, it shall send to each Holder will promptly, but not later than thirty (30) days before the anticipated date of filing such registration statement, give written notice to all record holders of such determination andthe Registrable Securities. Upon the written request from any Holders (the “Requesting Holders”), if within ten (10) 15 days after receipt of any such notice, such Holder shall so request in writingnotice from the Company, the Company shall use its best efforts to include in such registration statement will, except as herein provided, cause all or any part of the Registrable Securities that covered by such Holder requests request (the “Requested Stock”) held by the Requesting Holders to be registeredincluded in such registration statement, except all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that ifnothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. (b) If any registration pursuant to Section 2(a) shall be underwritten in connection with any offering involving whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders. If in the good faith judgment of Common the managing underwriter of such public offering the inclusion of all of the Requested Stock would reduce the number of shares to be issued offered by the Company or interfere with the successful marketing of the shares of stock offered by the Company, the number of shares of Requested Stock otherwise to be included in the underwritten public offering may be reduced pro rata (by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such holders shall be withheld from the market by the Holders thereof for a period, not to exceed 90 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The obligation of the Company under Section 2(a) shall impose not apply after the earlier of (i) the date that all of the Warrant Shares have been sold pursuant to Rule 144 under the Securities Act or an effective registration statement, or (ii) such time as the Warrant Shares are eligible for immediate resale pursuant to Rule 144(b)(1) under the Securities Act to the Holders. (c) If the registration statement is an offering to be made on a limitation continuous basis pursuant to Rule 415 and is not on a Form S-3, and the Commission advises the Company that all of the Restricted Stock may not be included under Rule 415(a)(i), then the number of shares of Common Requested Stock otherwise to be included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if reduced pro rata (by number of shares) among the underwriters make the determination described above, Requesting Holders and (b) if such offering is not the initial Public Offering all other holders of the Company’s registration rights who have requested inclusion of their securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to which is permitted by the product of (i) the number of Registrable Securities that remain available Commission for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right resale under this Section 2.1 shall be construed to limit any registration required under Section 2.2Rule 415(a)(i).

Piggy Back Registration. If at any time prior to the earlier of (i) the date on which all of the Registrable Securities have been sold and (ii) the date on which the Registrable Securities may be immediately sold to the public without registration or restriction (including, without limitation, as to volume by each holder thereof) under the 1933 Act, the Company shall determine to register file with the Commission a Registration Statement relating to an offering for its own account or the account of others under the Securities 1933 Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with the public offering any acquisition of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) any entity or business or equity securities issuable upon conversion of debt securities in connection with stock option or (iii) a registration relating solely to a Rule 145 transactionother bona fide, employee benefit plans), it the Company shall send to each Holder Investor who is entitled to registration rights under this Section 5.2 written notice of such determination and, if within ten fifteen (1015) days after receipt the effective date of such notice, such Holder Investor shall so request in writing, the Company shall use its best efforts to include in such registration statement Registration Statement all or any part of the Registrable Securities that such Holder Investor requests to be registered, except that if, in connection with any underwritten public offering involving an underwriting for the account of Common Stock to be issued by the Company, Company the managing underwriter underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in any such registration statement the Registration Statement because, in such underwriter’s underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary based on market conditionsto facilitate public distribution, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, then the Company shall be obligated to include in such registration statement, Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder as the requesting Holder, only an amount underwriter shall permit. Any exclusion of Registrable Securities equal shall be made pro rata among the Investors seeking to the product of (i) include Registrable Securities in proportion to the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) sought to be included by such Holder’s Ownership PercentageInvestors; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in either casesuch Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, no further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be reduced or excluded from any registration unless all made pro rata with holders of other securities having the right to include such securities in the Registration Statement other than the holders of securities entitled to inclusion of their securities in such Registration Statement by reason of demand registration rights. If an offering in connection with which an Investor is entitled to registration under this Section 5.2 is an underwritten offering, then each Investor whose Registrable Securities are first entirely excluded from included in such registration. If any Holder disapproves of Registration Statement shall, unless otherwise agreed by the terms of Company, offer and sell such underwritingRegistrable Securities in an underwritten offering using the same underwriter or underwriters and, he may elect to withdraw therefrom by written notice subject to the Company provisions of this Agreement, on the same terms and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2conditions as other shares of Common Stock included in such underwritten offering.”

Piggy Back Registration. If at any time commencing on the date of issuance of the Preferred Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the Securities and Exchange Commission, Company shall determine to register prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act (including pursuant to a demand of any shareholder securities of the Company exercising registration rights Company, other than pursuant on Form S-4 or Form S-8 or their then equivalents relating to Section 2.2 or Section 2.3 hereof) any of its Common Stock equity securities to be issued solely in connection with the public offering any acquisition of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) any entity or business or equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)in connection with employee benefit plans, it Company shall send to each Holder the Holders written notice of such determination andand if, if within ten (10) days after receipt of such notice, such any Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering involving an underwriting for the account of Common Stock to be issued by the Company, the managing underwriter underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in any such registration statement the Registration Statement because, in such underwriter’s underwriter(s)’ judgment, such limitation is necessary based on market conditionsto effect an orderly public distribution, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the then Company shall be obligated to include in such registration statement, Registration Statement only such limited portion of the Registrable Securities with respect to the requesting Holder, only an amount which such Holder has requested inclusion. Any exclusion of Registrable Securities equal shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentagespecified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in either casesuch Registration Statement; and provided further, no however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be reduced or excluded from any registration unless all made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other than securities is prohibited under any written agreement entered into by Company with the Registrable Securities are first entirely excluded from holder of such registration. If any Holder disapproves of other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriteragreement. No incidental right to registration of Shares under this Section 2.1 1(b) shall be construed to limit any registration required under Section 2.2.1(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b). Attachment B to Securities Purchase Agreement

Piggy Back Registration. If the Company at any time more than one hundred eighty (180) days following the Company shall determine IPO proposes to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with securities under the public offering of such securities solely Act or pursuant to the Exchange Act, collectively referred to as the "SECURITIES ACTS," whether or not for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)for its own account, it shall send to will each Holder such time give prompt written notice to the Executive of such determination andits intention to do so (the "REGISTRATION NOTICE"). Upon the written request of the Executive, if made within ten fifteen (1015) business days after the receipt of such notice, such Holder shall so request in writingthe Registration Notice, the Company shall use its best efforts to include effect the registration under the Securities Acts of such amount of the Executive's Common Stock as the Executive requests, by inclusion of the Executive's Common Stock in such the registration statement all or any part of that relates to the Registrable Securities that such Holder requests securities which the Company proposes to be registeredregister; PROVIDED, except HOWEVER, that if, at any time after giving the Registration Notice and prior to the effective date of the registration statement filed in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated determine for any reason either not to include in register or to delay registration of such registration statementsecurities, with respect the Company may, at its election, give written notice of such determination to the requesting HolderExecutive (the "REFUSAL NOTICE") and, only an amount of Registrable Securities equal to the product of thereupon, (i) in the number case of Registrable Securities that remain available for a determination not to register, shall be relieved of its obligation to register the Executive's Common Stock in connection with such terminated registration after (but not from its obligation to pay the underwriter’s cut back Registration Expenses in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering the Executive's Common Stock, for the same period as the delay in registering such Holder’s Ownership Percentage; providedother securities. Notwithstanding any other provision hereof, however, if in either case, no any registration of securities contemplated hereunder the managing underwriter for such registration of securities determines in its reasonable discretion that the inclusion of the Executive's Registrable Securities shall be reduced (or excluded from any portion thereof) in such registration unless all other securities other than would have a material detrimental effect on such registration, the Executive's Registrable Securities are first entirely excluded from (or the applicable portion thereof) shall not be included in such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2.

Piggy Back Registration. If at any time the Company shall determine proposes to register file a Registration Statement under the Securities Act (including pursuant with respect to a demand of any shareholder of an offering by the Company exercising registration rights other than pursuant to Section 2.2 for its own account or Section 2.3 hereof) for the account of any of its securityholders of Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the sale SEC) or any other publicly registered offering pursuant to the Securities Act pertaining to the issuance of shares of Capital Stock or securities to participants in a Company exercisable therefor under any benefit plan, employee benefits compensation plan, or employee or director stock purchase plan, (ii) equity a registration statement filed in connection with an offer of securities issuable upon conversion of debt securities solely to the Company's existing securityholders or (iii) a registration relating solely to a Rule 145 transactionDemand Registration), it then the Company shall send to each Holder give written notice of such determination andproposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 15 days before the anticipated filing date or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within 12 days (or eight days if within ten (10the Company is subject to filing reports under the Exchange Act and able to use Form S-3 under the Securities Act) days after receipt of such notice, written notice from the Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder shall so request in writing, and the intended method of distribution thereof) (a "PIGGY-BACK REGISTRATION"). The Company shall use its best efforts to include keep such Piggy-Back Registration continuously effective under the Securities Act in such registration statement the qualifying jurisdictions until at least the earlier of (A) 60 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all or any part of the Registrable Securities that such Holder requests covered thereby. The Company shall use its best efforts to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, cause the managing underwriter shall impose a limitation on the number or underwriters, if any, of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such proposed offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude to permit the Registrable Securities from requested to be included in a Piggy-Back Registration to be included on the registration, same terms and conditions as any similar securities of the Company shall be obligated or any other securityholder included therein and to include in permit the sale or other disposition of such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to the product withdraw its request for inclusion of (i) the number of its Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect Registration Statement pursuant to withdraw therefrom this Section 2.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; PROVIDED, HOWEVER, that the Company shall give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the underwritersale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.2. No incidental right registration effected under this Section 2.1 shall be construed 2.2, and no failure to limit any effect a registration required under this Section 2.2, shall relieve the Company of its obligation to effect a registration upon the request of Holders of Registrable Securities pursuant to Section 2.1 hereof, and no failure to effect a registration under this Section 2.2 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy Back Registration. If at any time commencing on the date of issuance of the New Unsecured Notes and the Common Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to register prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act (including pursuant to a demand of any shareholder securities of the Company exercising registration rights Company, other than pursuant on Form S-4 or Form S-8 or their then equivalents relating to Section 2.2 or Section 2.3 hereof) any of its Common Stock equity securities to be issued solely in connection with the public offering any acquisition of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) any entity or business or equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)in connection with employee benefit plans, it Company shall send to each Holder the Holders written notice of such determination andand if, if within ten (10) days after receipt of such notice, such any Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering involving an underwriting for the account of Common Stock to be issued by the Company, the managing underwriter underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in any such registration statement the Registration Statement because, in such underwriter’s underwriter(s)’ judgment, such limitation is necessary based on market conditionsto effect an orderly public distribution, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the then Company shall be obligated to include in such registration statement, Registration Statement only such limited portion of the Registrable Securities with respect to the requesting Holder, only an amount which such Holder has requested inclusion. Any exclusion of Registrable Securities equal shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentagespecified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in either casesuch Registration Statement; and provided further, no however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be reduced or excluded from any registration unless all made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other than securities is prohibited under any written agreement entered into by Company with the Registrable Securities are first entirely excluded from holder of such registration. If any Holder disapproves of other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriteragreement. No incidental right to registration of Registrable Securities under this Section 2.1 1(b) shall be construed to limit any registration required under Section 2.21(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the New Unsecured Notes and the Common Shares may waive the obligations of Company under this Section 1(b).

Piggy Back Registration. (a) If at any time the Company shall determine proposes to register file a registration statement under the Securities Act (including pursuant with respect to a demand an offering by the Company of any shareholder class of the Company exercising registration rights equity security for cash, including any security convertible into or exchangeable for any equity securities (other than pursuant (i) a registration statement on Form S-4 or S-8 (or any substitute form for comparable purposes that may be adopted by the Commission), (ii) a registration statement filed in connection with an exchange offer or an offering of securities solely to Section 2.2 or Section 2.3 hereofthe Company's existing security holders, (iii) any of its Common Stock in connection with the public registration statement that is on a form pursuant to which an offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities Registrable Securities cannot be registered or (iiiiv) a registration relating solely pursuant to a Rule 145 transactionArticle 3 hereof), it then the Company shall send to in each Holder case give written notice of such determination andproposed filing to the Holders at least 30 days before the anticipated filing date, if and such notice shall offer the Holders the opportunity to register such number of Registrable Securities as each such Holder may request. Upon the written request of any Holder received by the Company within ten (10) 15 business days after receipt the date of the Company's delivery of its notice to the Holders of its intention to file such notice, such Holder shall so request in writinga registration statement, the Company shall shall, subject to the conditions and in accordance with the procedures set forth herein, use its best efforts to include cause the managing underwriter or underwriters, if any, of a proposed underwritten offering to permit the Registrable Securities requested by the Holder to be included in the registration statement for such offering on the same terms and conditions as any similar securities of the Company included therein (a "Piggy-Back Registration"). Notwithstanding the foregoing, if the managing underwriter or underwriters of an offering indicates in writing to the Holders who have requested that their Registrable Shares be included in such registration statement all or any part offering, its reasonable belief that because of the size of the offering intended to be made, the inclusion of the Registrable Securities that such Holder requests requested to be registeredincluded might reasonably be expected to jeopardize the success of the offering of the securities of the Company to be offered and sold by the Company for its own account, except that if, then the amount of securities to be offered for the account of the Holders shall be reduced on a pro rata basis with all sellers (whether or not such sellers are Holders) other than the Company to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters. The Company will bear all Registration Expenses (as hereinafter defined) in connection with a Piggy-Back Registration. (b) The Company may, without the consent of any Selling Holder, withdraw any registration statement prior to the effectiveness thereof and abandon any proposed offering involving an underwriting of Common Stock to be issued initiated by the Company, notwithstanding the managing underwriter shall impose request of a limitation on Holder to participate therein in accordance with this Section 2, if the number of shares of Common Stock included Company determines that such action is in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering best interests of the Company’s securities solely for . (c) Notwithstanding anything contained herein to the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registrationcontrary, the Company shall be obligated will have no obligation under this Section 2 to include in such registration statementregister any Registrable Securities unless at least 20,000 shares (as adjusted for stock splits, with respect to the requesting Holder, only an amount stock dividends or similar transaction) of Registrable Securities equal in the aggregate are requested to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) be included in such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2offering.

Piggy Back Registration. If at any time commencing on the date of issuance of the Preferred Shares (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the Securities and Exchange Commission, Company shall determine to register prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Securities Act (including pursuant to a demand of any shareholder securities of the Company exercising registration rights Company, other than pursuant on Form S-4 or Form S-8 or their then equivalents relating to Section 2.2 or Section 2.3 hereof) any of its Common Stock equity securities to be issued solely in connection with the public offering any acquisition of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) any entity or business or equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)in connection with employee benefit plans, it Company shall send to each Holder the Holders written notice of such determination andand if, if within ten (10) days after receipt of such notice, such any Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement Registration Statement all or any part of the Registrable Securities Shares that such Holder requests to be registered, except that if, in connection with any underwritten public offering involving an underwriting for the account of Common Stock to be issued by the Company, the managing underwriter underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock Registrable Securities which may be included in any such registration statement the Registration Statement because, in such underwriter’s underwriter(s)’ judgment, such limitation is necessary based on market conditionsto effect an orderly public distribution, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the then Company shall be obligated to include in such registration statement, Registration Statement only such limited portion of the Registrable Securities with respect to the requesting Holder, only an amount which such Holder has requested inclusion. Any exclusion of Registrable Securities equal shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentagespecified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in either casesuch Registration Statement; and provided further, no however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be reduced or excluded from any registration unless all made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other than securities is prohibited under any written agreement entered into by Company with the Registrable Securities are first entirely excluded from holder of such registration. If any Holder disapproves of other securities prior to the Issue Date in which case such other securities shall be excluded, if at all, in accordance with the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriteragreement. No incidental right to registration of Shares under this Section 2.1 1(b) shall be construed to limit any registration required under Section 2.21(a) hereof. Holders of at least sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities may waive the obligations of Company under this Section 1(b).

Piggy Back Registration. If at At any time during the Company shall determine term of this Agreement if WellPoint proposes to register any of its Common Stock or any other of its common equity securities (but not including debt instruments or preferred stock convertible into its common equity securities) (collectively, "Other Securities") under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the on Form S-4 or S-8 or any successor form thereto), whether or not for sale of securities to participants for its own account, in a Company employee benefits plan, (ii) equity securities issuable upon conversion manner which would permit registration of debt securities or (iii) a registration relating solely Registrable Securities for sale for cash to a Rule 145 transaction)the public under the Securities Act, it shall send will each such time give prompt written notice to each Holder written of its intention to do so at least forty-eight (48) hours prior to the anticipated filing date of the registration statement relating to such registration. Such notice of such determination and, if within ten (10) days after receipt of such notice, shall offer each such Holder shall so request in writing, the Company shall use its best efforts opportunity to include in such registration statement such number of Registrable Securities as each such Holder may request. Upon the written request of any such Holder made no later than the next complete business day after the receipt of WellPoint's notice (which request shall specify the number of Registrable Securities intended to be disposed of and the intended method of disposition thereof), WellPoint shall effect, in the manner set forth in Section 5, in connection with the registration of the Other Securities, the registration under the Securities Act of all or any part Registrable Securities which WellPoint has been so requested to register, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities that such Holder requests so requested to be registered, except that ifPROVIDED that: (a) if at any time after giving written notice of its intention to register any securities and prior to the effective date of such registration, WellPoint shall determine for any reason not to register or to delay registration of such securities, WellPoint may, at its election, give written notice of such determination to the Holder and, thereupon, (A) in the case of a determination not to register, WellPoint shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the case of a determination to delay such registration, WellPoint shall be permitted to delay registration of any offering involving an underwriting of Common Stock Registrable Securities requested to be issued included in such registration for the same period as the delay in registering such other securities; (i) if the registration referred to in the first sentence of this Section 3 is to be an underwritten primary registration on behalf of WellPoint, and the managing underwriter advises WellPoint in writing that, in such firm's opinion, such offering would be materially and adversely affected by the Companyinclusion therein of the registrable securities requested to be included therein, WellPoint shall include in such registration: (1) first, all securities WellPoint proposes to sell for its own account ("WellPoint Securities") and (2) second, up to the full number of registrable securities in excess of the number or dollar amount of WellPoint Securities, which, in the good faith opinion of such managing underwriter, can be so sold without materially and adversely affecting such offering (and, if less than the full number of such Registrable Securities, allocated pro rata among the Holders of such Registrable Securities and holders (other than WellPoint) of Other Securities to be included in such registration ("Other Holders") on the basis of the number of securities requested to be included therein by each such Holder and Other Holders), (ii) if the registration referred to in the first sentence of this Section 3 is to be a registration effected pursuant to the Amended and Restated Registration Rights Agreement dated as of August 4, 1997 between WellPoint and the Foundation, the managing underwriter or facilitating broker/dealer advises WellPoint in writing that in their good faith opinion such offering or transaction would be adversely affected by the inclusion therein of the Registrable Securities, WellPoint shall impose a limitation include in such registration the amount of Registrable Securities (A) in the case of any such registration effected during the 45-day period beginning on the date hereof, equal to no less than ten percent (10%) of the total number of shares of Common Stock included therein or (B) in the case of any such registration statement because, in effected after such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account45-day period, the Holders may be excluded entirely if amounts of Registrable Securities that such managing underwriter advises will not adversely affect the underwriters make the determination described aboveoffering, and (biii) if the registration referred to in the first sentence of this Section 3 is to be an underwritten secondary registration on behalf of Other Holders, other than as set forth in the immediately preceding clause (ii), and the managing underwriter advises WellPoint in writing that in their good faith opinion such offering is not would be adversely affected by the initial Public Offering inclusion therein of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registrationrequested to be included therein, the Company WellPoint shall be obligated to include in such registration statementthe amounts of securities (including Registrable Securities) that such managing underwriter advises, with respect allocated pro rata among the Other Holders and the Holders on the basis of the number of securities (including Registrable Securities) requested to the requesting be included therein by each Other Holder and each Holder, only an amount ; (c) WellPoint shall not be required to effect any registration of Registrable Securities equal under this Section 3 incidental to the product registration of any of its securities in connection with mergers, acquisitions, dividend reinvestment plans or stock option or award or other executive or employee benefit or compensation plans; and (id) the number no registration of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right effected under this Section 2.1 3 shall be construed relieve WellPoint of its obligation to limit any effect a registration required under of Registrable Securities pursuant to Section 2.22 hereof.

Piggy Back Registration. If at any time (a) Within twelve (12) years from the date of this Agreement, whenever the Company shall determine proposes to register under the Securities Act file a Registration Statement (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionas defined below), it shall send will, prior to each Holder such filing, give written notice to the Optionee of such determination its intention to do so and, if upon the written request of the Optionee given within ten (10) 5 days after receipt the Company provides such notice (which request shall state the intended method of such notice, such Holder shall so request in writingdisposition of the Registrable Shares (defined below)), the Company shall use its best efforts to cause all such shares of Common Stock underlying the Options (the "Registrable Shares") which the Company has been requested by the Optionee to register to be registered under the Securities Act of 1933, as amended, to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of the Optionee; PROVIDED, HOWEVER, that the Company shall have the right postpone or withdraw any registration effected pursuant to this SECTION 7 without any obligation to the Optionee whatsoever. (b) In connection with any registration under this SECTION 7 involving an underwritten offering, the Company shall not be required to include any Registrable Shares in such registration statement all or any part unless the holder thereof accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company. If, in the opinion of the managing underwriter, it is appropriate because of marketing factors to limit the number of Registrable Securities that such Holder requests Shares to be registeredincluded in the offering, except then the Company shall be required to include in the registration only that ifnumber of Registrable Shares, in connection with any offering involving an underwriting if any, which the managing underwriter believes should be included therein, and shall be entitled to include before such Registrable Shares up to the number of shares of Common Stock to be issued by the CompanyCompany in the offering; PROVIDED, HOWEVER, that no persons or entities other than the managing underwriter Company and the Optionee shall impose a limitation on be permitted to include securities in the offering. If the number of Registrable Shares to be included in the offering in accordance with the foregoing is less than the total number of shares which the holder of Registrable Shares has requested to be included, then the holder of Registrable Shares who has requested registration and other holders of securities entitled to be included in such registration shall participate in the registration pro rata based upon their total ownership of shares of Common Stock included in any such subject to the managing underwriter's discretion. (c) For the purposes of this SECTION 7 the term "Registration Statement" means a registration statement becausefiled by the Company with the Securities and Exchange Commission for a public offering and sale of Common Stock (other than a Registration Statement on Form S-4, or its successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely exchange for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount assets of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2another corporation).

Piggy Back Registration. If at any time All fees and expenses incident to the performance of or compliance with Section 3 of this Agreement by the Company shall determine be borne by the Company whether or not a Registration Statement in respect of a Piggy-Back Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to register filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Shares and determination of the eligibility of the Registrable Shares for investment under the Securities Act laws of such jurisdictions where the holders of Registrable Shares are located)), (including pursuant ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Eligible Holders of a majority in aggregate number of the Registrable Shares included in any Registration Statement, (iii) fees and disbursements of counsel for the Company, (iv) fees and disbursements of all independent certified public accountants referred to a demand in Section 5(l)(iii) (including, without limitation, the expenses of any shareholder special audit and "cold comfort" letters required by or incident to such performance), (v) fees and expenses of all other Persons retained by the Company, (vi) internal expenses of the Company exercising registration rights other than pursuant to Section 2.2 (including, without limitation, all salaries and expenses of officers and employees of the Company performing legal or Section 2.3 hereofaccounting duties), (vii) the expense of any of its Common Stock annual or special audit, (viii) the fees and expenses incurred in connection with the public offering listing of such the securities solely for cash to be registered on any securities exchange, (other than a registration relating solely ix) the fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to (i) the sale of securities to participants in a Company employee benefits planthe Registrable Shares which discounts, (ii) equity securities issuable upon conversion of debt securities commissions or (iii) a registration relating solely to a Rule 145 transaction), it taxes shall send to each Holder written notice be paid by Eligible Holders of such determination and, if within ten (10Registrable Shares) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (ix) the number of Registrable Securities that remain available for registration after the underwriter’s cut back expenses relating to printing, word processing and (ii) such Holder’s Ownership Percentage; provideddistributing all Registration Statements, howeverunderwriting agreements, securities sales agreements and any other documents necessary in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect order to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this comply with Section 2.1 shall be construed to limit any registration required under Section 2.23 hereof.

Piggy Back Registration. If at any time (a) Following an Initial Public Offering, whenever the Company shall determine proposes to register effect a registration (including any Demand Registration (as defined under the Convertible Preferred Registration Rights Agreement)) of any of its Class A Units under the Securities Act (including except for the registration of securities to be offered pursuant to an employee benefit plan on Form S-8, pursuant to a demand registration made on Form S-4, or any successor forms thereto then in effect) and the registration form to be used may be used for the registration of Registrable Securities, it will, at each such time, give notice to each Investor of its intention to do so at least 10 Business Days prior to the anticipated filing date of the Registration Statement relating to such registration, which notice shall set forth the Investors’ rights under this Section 1(a) and the rights of the Holders of Other Registrable Securities and shall offer to such Investors and such Holders of Other Registrable Securities the opportunity to include in such Registration Statement the number of Registrable Securities and Other Registrable Securities as such Investors and Holders of Other Registrable Securities, respectively, may request (a “Piggyback Registration”). (b) Upon the written request of any shareholder Investor and Holder of Other Registrable Securities (which request shall specify the number of Registrable Securities and Other Registrable Securities (as the case may be) intended to be registered or disposed of by such Investor or Holder of Other Registrable Securities (as the case may be)) received within 5 Business Days after the delivery of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written Company’s notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writingregistration, the Company shall shall, subject to the limitations set forth in this Agreement including Section 1(d), use its best commercially reasonable efforts to include in such registration statement under the Securities Act all or any part of the Registrable Securities that and Other Registrable Securities which the Investors and Holders of Other Registrable Securities (such Holder requests holders, the “Other Registering Holders”), respectively, have so requested to be registeredregistered or sold. (c) If the Piggyback Registration is an Underwritten Offering (i) relating to a Demand Registration, except that if, the lead Underwriter and any additional Underwriters in connection with such offering shall be selected by the Preferred Stock Investors in accordance with the provisions of the Convertible Preferred Registration Rights Agreement, (ii) relating to a demand registration requested pursuant to the PIK Notes Registration Rights Agreement, the lead Underwriter and any additional Underwriters in connection with such offering involving shall be selected by holders of a majority of the registrable securities that are party to the PIK Notes Registration Rights Agreement, and (iii) relating to an underwriting offering for the account of Common Stock to be issued by the Company, the managing underwriter lead Underwriter and any additional Underwriters in connection with the offering shall impose be selected by the Company. (d) If a limitation Piggyback Registration involves an Underwritten Offering and any of the lead Underwriters advises the Company that, in its view, the total number or dollar amount of securities requested to be included in the Registration Statement exceeds the number or dollar amount of securities that can be sold without having an adverse effect on such offering, including the price at which such securities can be sold (the “Maximum Offering Size”), the Company will include the securities in the registration, in the following order of priority, up to the Maximum Offering Size: (i) first, so much of the securities the Company proposes to sell as would not cause the offering to exceed the Maximum Offering Size, (ii) second, (x) all Registrable Securities requested to be included in such registration by any Investor pursuant to this Section 1 and (y) all Other Registrable Securities requested to be included in such registration by any Holder of Other Registrable Securities, in the case of (x) and (y) in aggregate, allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Investors and Holders of Other Registrable Securities on the basis of the relative number of shares of Common Stock Registrable Securities and Other Registrable Securities so requested to be included in any such registration statement becauseby each such Investor and each such Holder of Other Registrable Securities, and (iii) third, any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine. All persons whose securities are included in the Piggyback Registration must sell their securities on the same terms and conditions as apply to the securities being sold by the Company. (e) Notwithstanding the foregoing, if the Piggyback Registration is an Underwritten Offering relating to a Demand Registration or a demand registration requested pursuant to the PIK Notes Registration Rights Agreement and any of the lead Underwriters advises the Company that, in its view, the total number or dollar amount of securities requested to be included in the Registration Statement exceeds the Maximum Offering Size, then the Company will include the securities in the registration, in the following order of priority, up to the Maximum Offering Size: (i) first, all securities requested to be registered in such underwriter’s judgmentDemand Registration by the Preferred Stock Investors pursuant to the Convertible Preferred Registration Rights Agreement or in such demand registration by the holders of PIK Notes pursuant to the PIK Notes Registration Rights Agreement (as the case may be) allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such limitation is necessary based Preferred Stock Investors or holders of PIK Notes (as applicable) on market conditions, (a) if such offering is the initial Public Offering basis of the Company’s relative number of securities solely so requested to be included in such registration by each such investor; (ii) second, all Other Registrable Securities requested to be included in such registration by any Other Registering Holders, pro rata among such Other Registering Holders on the basis of the relative number of Other Registrable Securities so requested to be included in such registration by each Other Registering Holder; and (iii) third, any securities proposed to be registered by the Company or for the account of any other third party. All persons whose securities are included in such Registration Statement must sell their securities on the same terms and conditions as apply to the securities being sold by the Preferred Stock Investors that initiated the Demand Registration or the holders of PIK Notes that initiated the demand registration pursuant to the PIK Notes Registration Rights Agreement. (f) If, at any time after giving notice of its intention to register any securities of the Company for the Company’s own account, account pursuant to Section 1(a) and prior to the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering effective date of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all the Investors and Other Registering Holders and, thereupon, shall be obligated relieved of its obligation to include in such registration statement, with respect to the requesting Holder, only an amount of register any Registrable Securities equal to the product of (i) the number of and Other Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from connection with such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2.

Piggy Back Registration. If at any time the Company shall determine to register file a registration statement under the Securities Act (including pursuant relating to a demand proposed sale to the public of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with either for its own account or the public offering account of such securities solely for cash a holder or holders (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities on Form S-8 or (iii) a registration relating solely to a Rule 145 transactionS-4 or any successor form), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall shall: (1) promptly give to each holder of a Warrant or Warrant Share written notice thereof (which notice will include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws, the proposed offering price, and the plan of distribution); (2) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Warrant Shares specified in a written request or requests, made within 20 days after such written notice from the Company, by any holder or holders of Warrant Shares; (3) use its best efforts to include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, cause the managing underwriter shall impose or underwriters of such proposed underwritten offering to permit the Warrant Shares requested to be included in the registration statement for such offering to be included on the same terms and conditions as the Common Stock included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the holders of such Warrant Shares that marketing considerations require a limitation on the number of shares of Common Stock included offered pursuant to any registration statement subject to this Section 20(a), then subject to the advice of said managing underwriter or underwriters as to the size and composition of the offering, the Company will include Common Stock in any such registration statement becausein accordance with the following priorities: (i) first, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is Common Stock to be sold for the initial Public Offering account of the Company’s securities solely ; (ii) second, Common Stock to be sold for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described aboveaccount of any holder who has exercised demand registration rights, and (biii) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registrationthird, the Company shall be obligated to include in such registration statement, pro rata with respect to all holders of Common Stock of the requesting HolderCompany who have requested to be included in the registration pursuant to this Section or pursuant to other, only an amount analogous piggy-back registration provisions of Registrable Securities equal other agreements, in proportion to the product of (i) the number of Registrable Securities that remain available for registration after shares each such holder requested to be included in the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect offering pursuant to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2.their piggy-back

Piggy Back Registration. (a) If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereofDemand Registration) any of its Common Stock in connection with the public offering of such securities solely for cash (other than (i) a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities a registration on any form which does not include substantially the same information regarding the Company as would be required to be included in a registration statement covering the sale of the Registrable Securities, (iii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or (iiiiv) a registration relating solely to a corporate reorganization or other transaction under Rule 145 transactionunder the Securities Act), it shall send to each Holder written notice of such determination determination, and, if within ten twenty (1020) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall Company and its underwriters may impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, if such limitation is necessary based on market conditions, in accordance with the following: (ab) If such registration involves an underwritten public offering and the total amount of securities requested to be included in such offering exceeds the amount of securities that the managing underwriter determines in its sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities which the managing underwriter determines in its sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned in the following order of priority (A) first, to the Company, (B) second, if applicable, among the Holders requesting to sell Registrable Securities under Section 2.1 according to each such Holder’s Ownership Percentage, (C) third, among the Holders requesting to sell Registrable Securities under this Section 2.2 according to each such Holder’s Ownership Percentage and (D) fourth, to the extent additional securities may be included therein, pro rata among the other selling stockholders according to the total amount of securities held or deemed held by each such stockholder); provided, however, that in any registration covered by this Section 2.2, the number of shares requested to be included by the Holders shall not be reduced below twenty-five percent (25%) of the total number of securities to be included in the registration, unless such offering is the initial Public Offering public offering of the Company’s securities solely for Common Stock and such registration does not include shares of any other selling stockholders, in which event any or all of the Company’s own account, Registrable Securities of the Holders may be excluded entirely if in accordance with the underwriters make immediately preceding clause. In no event will shares of any other selling stockholder be included in such registration that would reduce the determination described above, number of shares which may be included by Holders without the written consent of Holders of not less than sixty six and two-thirds percent (b66 2/3%) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from proposed to be sold in the registrationoffering. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a Holder of Registrable Securities and which is a partnership, limited liability company or corporation, the Company partners, retired partners, members, retired members and stockholders of such holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing persons shall be obligated deemed to include in such registration statementbe a single “selling stockholder”, and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the requesting Holder, only an aggregate amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for shares carrying registration after the underwriter’s cut back rights held or deemed held by all entities and (ii) individuals included in such Holder’s Ownership Percentage; provided, however, “selling stockholder,” as defined in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2sentence.

Piggy Back Registration. If at any time Notwithstanding anything to the Company shall determine to register under contrary contained herein, if the Securities Act (including pursuant to a demand managing Underwriter or Underwriters of any shareholder of the Company exercising registration rights other than pursuant to underwritten offering described in Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan3 hereof have informed, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Piggy-Back Holders that it is their opinion that the total number of shares of Registrable Common Stock that the Company shall use its best efforts and Holders of Registrable Common Stock and any other Persons desiring to participate in such registration intend to include in such registration statement all or any part offering is such as to adversely affect the success of the Registrable Securities that such Holder requests to be registeredoffering, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on then the number of shares of Registrable Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is to be offered for the initial Public Offering account of the Company’s securities solely for Piggy-Back Holders and all such other Persons (other than the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include participating in such registration statementshall be reduced (to zero, with respect if necessary) or limited pro rata in proportion to the requesting Holder, only an amount respective number of shares of Registrable Securities equal Common Stock requested to be registered, to the product extent necessary to reduce the total number of (i) shares of Registrable Common Stock requested to be included in such offering to the number of shares of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) Common Stock, if any, recommended by such Holder’s Ownership Percentagemanaging Underwriters; provided, however, that if such offering is effected for the account of any other securityholder of the Company pursuant to the Demand Registration rights of such securityholder, then the number of shares of Registrable Common Stock to be offered for the account of the Company, the Piggy-Back Holders and any other holders that have requested to include shares of Registrable Common Stock in either case, no Registrable Securities such registration (but not such securityholders who have exercised their Demand Registration rights) shall be reduced or excluded from any registration unless all other securities other than (to zero, if necessary), in the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves case of the terms of such underwriting, he may elect to withdraw therefrom by written notice this clause pro rata in proportion to the Company and respective number of shares of Registrable Common Stock requested to be registered, to the underwriter. No incidental right under this Section 2.1 shall extent necessary to reduce the total number of shares of Registrable Common Stock requested to be construed included in such offering to limit any registration required under Section 2.2the number of shares of Registrable Common Stock, if any, recommended by such managing Underwriters.

Piggy Back Registration. (a) If at any time the Company shall determine proposes to register file a registration statement under the Securities Act (including pursuant with respect to a demand an offering by the Company for its own account or for the account of any shareholder other person or entity of the Company exercising registration rights any class of equity security, including any security convertible into or exchangeable for any equity securities (other than pursuant to Section 2.2 (i) a registration statement on Form S-4 or Section 2.3 hereofS-8 (or any substitute form for comparable purposes that may be adopted by the Commission) any of its Common Stock or (ii) in connection with the public a registration statement that is on a form pursuant to which an offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionWarrant Shares cannot be registered), it then the Company shall send to in each Holder case give written notice of such determination andproposed filing to the Warrantholder at least twenty (20) business days before the anticipated filing date, if and such notice shall offer the Warrantholder the opportunity to register such number of Warrant Shares as the Warrantholder may request. Upon the written request of the Warrantholder received by the Company within ten (10) business days after receipt the date of the Company's delivery of its notice to the Warrantholder of its intention to file such noticea registration statement, such Holder shall so request subject to the conditions and in writingaccordance with the procedures set forth herein, the Company shall use its best efforts to include cause the managing underwriter or underwriters of a proposed underwritten offering to permit the inclusion of the Warrant Shares requested by the Warrantholder to be registered under the registration statement for such offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering indicates in writing to the Warrantholder its reasonable belief that because of the size of the offering intended to be made, the inclusion of the Warrant Shares requested to be included might reasonably be expected to jeopardize the success of the offering of the securities of the Company to be offered and sold by the Company for its own account, then the amount of securities to be offered for the account of the Warrantholder shall be reduced, on a pro rata basis with all sellers other than the Company, to the extent necessary to reduce the total amount of securities to be included in such registration statement offering to the amount recommended by such managing underwriter or underwriters. The Company will bear all or any part of the Registrable Securities that such Holder requests to be registered, except that if, Registration Expenses (as hereinafter defined) in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut piggy-back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2registrations.

Piggy Back Registration. (a) If at any time the Company shall determine Cira ▇▇▇ermines to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with securities either for its own account or the public offering account of such securities solely for cash (security holders exercising their respective contractual registration rights, other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits planbenefit plans, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)transaction or an exchange offer, it shall send to each Holder or a registration on any registration form that does not permit secondary sales, Cira ▇▇▇ll promptly give written notice of such determination andthereof to Neoprobe, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall and use its best efforts to include in such registration statement (and any related qualification under blue sky laws or other compliance), except as set forth in paragraph (b) of this Section 6.2, and in any underwriting involved therein, all the Registrable Securities specified in a written request, made by Neoprobe within twenty (20) days after the written notice from Cira ▇▇ given. Such written request may specify all or any a part of Neoprobe's Registrable Securities. (b) If the registration of which Cira ▇▇▇es notice is for a registered public offering involving an underwriting, Cira ▇▇▇ll so advise Neoprobe as a part of the written notice given pursuant to paragraph (a) of this Section 6.2. In such event, the right of Neoprobe to participate in such registration pursuant to this Section 6.2 shall be conditioned upon Neoprobe's participation in such underwriting and the inclusion of Neoprobe's Registrable Securities that in the underwriting to the extent provided herein. Neoprobe shall (together with Cira ▇▇▇ the other holders of securities of Cira ▇▇▇h contractual registration rights to participate therein distributing their securities through such Holder requests to be registered, except that if, in connection with any offering involving underwriting) enter into an underwriting agreement in customary form with the representative of Common Stock to be issued the underwriters selected by Cira. (c) Notwithstanding any other provision of this Section 6.2, if the Company, representative of the managing underwriter shall impose underwriters advises Cira ▇▇ writing that marketing factors require a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own accountto be underwritten, the Holders representative may be excluded entirely if (subject to the underwriters make the determination described above, and (blimitations set forth below) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the all Registrable Securities from the registrationfrom, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) or limit the number of Registrable Securities to be included in, the registration and underwriting. Cira ▇▇▇ll so advise all holders of securities requesting registration, and the number of shares or securities that remain available for are entitled to be included in the registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities underwriting shall be reduced or excluded from any registration unless all other allocated first to Cira ▇▇▇ securities other than the Registrable Securities are first entirely excluded from such registrationbeing sold for its own account and thereafter among selling stockholders on a pro-rata basis according to their total holdings. If any Holder disapproves of person does not agree to the terms of any such underwriting, he may elect to withdraw shall be excluded therefrom by written notice to the Company and from Cira ▇▇ the underwriter. No incidental If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, Cira ▇▇▇ll then offer (subject to the availability of a reasonable amount of time to make such offer before the commencement of a distribution) to all persons who have retained the right under this Section 2.1 shall to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be construed allocated among the persons requesting inclusion on a pro-rata basis according to limit any registration required under Section 2.2their total holdings.

Piggy Back Registration. If Buyer shall advise the Sellers by ----------------------- written notice at any time least ten days prior to the Company shall determine to register under the Securities Act (including pursuant to a demand commencement of any shareholder such suspension and/or the filing of any registration statement involving an underwritten offering of the Company exercising registration rights common stock being registered by Buyer, whether for the account of Buyer or any other than pursuant to Section 2.2 or Section 2.3 hereof) person, and will, in the case of any such offering by the Buyer during the two years following the Closing Date, upon request of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder any Seller made by written notice of such determination and, if to Buyer within ten (10) fifteen days after following receipt of Buyer's notice of intention to file such noticeregistration statement, such Holder shall so request in writing, the Company shall use its best efforts to include in any such registration statement all or any part portion of such Seller's Common Stock prior to the second anniversary of the Registrable Securities that such Holder requests Closing Date, without regard to be registeredthe limitation on the number of shares contained in Section 9.1, except that if, in connection with any offering involving an underwriting of Common Stock but subject to be issued the provision by the CompanySellers of such information as may be required to permit a public offering of the Common Stock; provided, however, -------- ------- that if the managing underwriter of such underwritten offering shall impose a limitation inform Buyer of its belief that the number of securities requested to be included in such registration by all persons exercising registration rights exceeds the number which can be sold in (or during the time of) such offering or that the inclusion would materially adversely affect the marketing of the securities to be sold by the Buyer therein, then the securities to be registered shall be decreased in the following order to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the managing underwriter: (i) first, the securities requested to be registered by all persons other than Sellers exercising registration rights shall be decreased until no such securities are included in the registration and (ii) second, the securities requested to be registered by Buyer and by Sellers shall be decreased (pro rata on the basis of the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is or other --- ---- securities requested to be sold by the initial Public Offering Buyer and each of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2Sellers).

Piggy Back Registration. If at any time the Company shall determine proposes to register any Voting Securities under the Securities Act for sale to the public for cash for its own account or for the account of its security holders other than Holders (including except with respect to Registration Statements on Forms S-4 or S-8 for purposes permissible under such forms as of the date hereof), each such time it will give written notice to all Holders of its intention to do so no less than 20 days prior to the anticipated filing date. Upon the written request of any Holder, received by the Company no later than the 15th day after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) such registration, any of its Common Stock in connection with Registrable Securities (which request shall state the public intended method of distribution thereof if the Company's offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionis not an underwritten offering), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall will use its best efforts to include in such registration statement all or any part of cause the Registrable Securities that such Holder requests as to which registration shall have been so requested to be registered, except that if, included in connection with any offering involving an underwriting of Common Stock the securities to be issued covered by the Registration Statement proposed to be filed by the Company, on the same terms and conditions as any similar securities included therein, all to the extent requisite to permit the sale or other disposition by each Holder (in accordance with its written request) of such Registrable Securities so registered; PROVIDED, HOWEVER, that the Company may at any time prior to the effectiveness of any such Registration Statement, in its sole discretion and without the consent of any Holder, abandon the proposed offering in which any Holder had requested to participate. The number of Registrable Securities to be included in such a registration shall be reduced or eliminated if and to the extent, in the case of an underwritten offering, the managing underwriter shall impose render to the Holders that have requested inclusion of Registrable Securities in such offering its opinion that such inclusion would adversely affect the price or materially jeopardize the successful marketing of the securities (including the Registrable Securities) proposed to be sold therein; PROVIDED, HOWEVER, that such number of shares of Registrable Securities shall not be reduced if any securities included in such registration are included other than for the account of the Company or a limitation on Holder. From and after the date of this Agreement and until no Registrable Securities remain outstanding, the Company shall not grant any piggy-back registration rights to any Person unless such rights are expressly made subject to the prior right of Holders to include any or all of their Registrable Shares before such other Person includes any shares in any registration with respect to which, in the opinion of the managing underwriter (if the method of distribution is an underwritten public offering) or in the opinion of the Holders owning a majority of the Registrable Securities requested to be registered (if such method of distribution is not an underwritten public offering), the inclusion in the offering of all shares requested to be registered by all Persons holding registration rights would adversely affect the price or materially jeopardize the successful marketing of the securities (including the Registrable Securities) to be sold. In the event that the number of Registrable Securities to be included in a registration is to be reduced as provided above, the number of Registrable Securities to be included by each Holder shall be reduced in proportion to the respective numbers of Registrable Securities specified in their respective written requests for registration. Notwithstanding anything to the contrary contained in this Section 2.02, in the event that there is a firm commitment underwritten offering of securities of the Company pursuant to a Registration Statement covering Registrable Securities and a Holder does not elect to sell (or elects to sell but is selling or being permitted to sell less than all of) its Registrable Securities to the underwriters of the Company's securities in connection with such offering, such Holder shall not (other than to the underwriters in such offering) offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock during the period of distribution of the Company's securities by such underwriters, which shall be specified in writing by the underwriters, shall not exceed any period during which management of the Company and others are similarly prohibited from disposing of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is and shall not be a period greater than 10 days prior to and 60 days following the initial Public Offering date of effectiveness under the Securities Act of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely Registration Statement relating thereto if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice net proceeds to the Company from such offering will be $50,000,000 or greater and shall not be a period greater than 10 days prior to and 45 days following the underwriter. No incidental right date of effectiveness under this Section 2.1 shall the Securities Act of the Registration Statement relating thereto if the net proceeds to the Company from such offering will be construed to limit any registration required under Section 2.2less than $50,000,000.

Piggy Back Registration. (a) If the Company at any time the Company shall determine proposes for any reason to register any of its securities under the Securities Act (including pursuant to a demand of other than registrations on Forms S-4 or S-8 or any shareholder of the Company exercising registration rights similar or successor form), other than pursuant to Section 2.2 or Section 2.3 3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder such time promptly give written notice to Purchasers and the then holders of such determination Covered Shares (if different from Purchasers) of its intention so to do, and, if upon the written request, given within ten (10) 30 days after receipt of any such notice, of any holder or holders of the Covered Shares then outstanding, to register any Covered Shares (which request shall specify the Covered Shares intended to be sold or disposed of by such Holder holders and shall so request in writingstate the intended method of disposition of such Covered Shares by the prospective seller), the Company shall use its best efforts to include in cause all such registration statement all or any part Covered Shares to be registered under the Securities Act promptly upon receipt of the Registrable Securities written request of such holders for such registration, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by the prospective seller or sellers of the Covered Shares so registered. In the event that such Holder requests to be registered, except that ifthe proposed registration by the Company is, in connection with any whole or in part an underwritten public offering involving an underwriting of Common Stock to be issued by securities of the Company, any request pursuant to this Section 4(a) to register Covered Shares shall specify that such shares are to be included in the underwriting (a) on the same terms and conditions as the Common Shares, if any, otherwise being sold through underwriters under such registration or (b) on terms and conditions comparable to those normally applicable to offerings of Common Shares in reasonably similar circumstances in the event that no other Common Shares are being sold through underwriters under such registration; PROVIDED, HOWEVER, that if the managing underwriter shall impose a limitation on determines in good faith and advises in writing that the inclusion of all Covered Shares proposed to be included therein by the Company would interfere with the successful marketing (including pricing) of such securities, then the number of shares of Common Stock Covered Shares to be included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary the underwritten public offering shall be reduced PRO RATA among the holders of Covered Shares (based on market conditions, (a) if such offering is upon the initial Public Offering total number of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and Covered Shares then outstanding). (b) if such offering is not the initial Public Offering of If the Company’s , at any time proposes for any reason to distribute any of its securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registrationby way of a prospectus filed in accordance with any provincial securities regulations (a "Canadian Prospectus"), the Company shall each such time promptly give written notice to Purchasers and the then holders of Covered Shares (if different from Purchasers) of its intention to do so, and, upon the written request, given within 30 days after receipt of any such notice, of any holder or holders of the Covered Shares then outstanding, to qualify the distribution of such Covered Shares by the Canadian Prospectus (which request shall specify the number of Covered Shares intended to be obligated sold or disposed of by such holders and shall state the intended method of disposition of such Covered Shares by the prospective seller). The Company shall promptly use its best efforts to include in cause the proposed distribution of all such registration statementCovered Shares to be qualified by the Canadian Prospectus promptly upon receipt of the written request of such holders, with respect all to the requesting Holderextent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, only as aforesaid) by the prospective seller or sellers of the Covered Shares so qualified. In the event that the proposed distribution by the Company is, in whole or in part, an amount underwritten public offering of Registrable Securities equal securities of the Company, any request pursuant to this Section 4(b) to qualify the product distribution of Covered Shares shall specify that such shares are to be included in the underwriting: (i) on the same terms and conditions as the Common Shares, if any, otherwise being sold through underwriters under such distribution; or (ii) on terms and conditions comparable to those normally applicable to offerings of common shares in reasonably similar circumstances in the event that no other Common Shares are being sold through underwriters under such distribution; PROVIDED HOWEVER, that if the lead underwriter determines in good faith and advises in writing that the inclusion of all Covered Shares proposed to be included therein by the Company would interfere with the successful marketing (including pricing) of such securities, then the number of Registrable Securities that remain available for registration after Covered Shares to be included in the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities underwritten public offering shall be reduced or excluded from any registration unless all other securities other than PRO RATA among the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves holders of the terms Covered Shares (based upon the total number of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2Covered Shares then outstanding).

Piggy Back Registration. (a) If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock equity securities in connection with a Qualified Piggy Back Registration, the public offering Company shall: (x) promptly give to each of the Holders a written notice thereof (which shall include a list, if then known by the Company, of the jurisdictions in which the Company intends to attempt to qualify such securities solely for cash under the applicable blue sky or other state securities laws); and (y) subject to the terms set forth in Sections 2(b) and 2(c) hereof, include in such Registration (and any related qualification under blue sky or other than a registration relating solely to (i) state securities laws), and in any underwriting involved therein, any or all of the sale of securities to participants Registrable Shares held by any such Holder as set forth in a Company employee benefits planwritten request or requests, made by such Holder within fifteen (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (1015) days after receipt of such notice, such Holder shall so request the written notice from the Company described in writingclause (x) immediately above. (b) If the Registration in respect of which the Company gives notice pursuant to Section 2(a)(x) hereof is for a registered public offering involving an underwriting, the Company shall use its best efforts to include in such registration statement all or any so advise each of the Holders as a part of the written notice given pursuant to said Section 2(a)(x). To the extent such Registration involving an underwriting is only of Common Stock, Holders shall only be entitled to register any Registrable Securities that in such Registration to the extent such Registrable Securities are Common Stock. If any Holder requests inclusion in any Registration in accordance with the terms set forth in this Section 2, the inclusion of the Registrable Shares of such Holder requests in such Registration shall be conditioned upon such Holder’s acceptance of the further applicable provisions of this Agreement, including the applicable provisions of this Section 2. The Holders whose shares of Registrable Shares are to be registeredincluded in any such Registration shall (together with the Company and the Other Stockholders, except if any, distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company; provided, however, that ifno Holder so registering their Registrable Shares shall be required to make any representations or warranties, or provide any indemnity, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, Registration other than representations and warranties (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, indemnities with respect thereto) as to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number such Holder’s ownership of its Registrable Securities that remain available for registration after the underwriter’s cut back Shares to be transferred pursuant to such underwriting agreement free and clear of all liens, claims and encumbrances, (ii) such Holder’s Ownership Percentagepower and authority to effect such transfer pursuant to such underwriting agreement, (iii) such matters pertaining to compliance with securities laws by such Holder as may be reasonably requested by the representative of the underwriter or underwriters and (iv) such matters relating to written information furnished to the Company by such Holder specifically for use in the registration statement and prospectus (and any related documents) to be used by the Company in connection with such Registration; providedprovided further, however, that the obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among the stockholder selling securities in either casesuch Registration, no and the liability of each such Holder will be in proportion thereto; and provided further, however, that such liability will be limited to the net amount (after giving effect to underwriters discounts and commissions) received by such Holder from the sale of its Registrable Shares pursuant to such Registration. (c) Notwithstanding any other provision of this Section 2 to the contrary, if any Registration in respect of which any Holder is exercising its rights under this Section 2 involves an underwritten public offering and the representative of the underwriter or underwriters advises the Company that, in its view, the number of shares of equity securities of the Company (including, as applicable, Registrable Shares and Other Securities of the Company) that are proposed to be included in such Registration exceeds the largest number of shares that can be sold in such Registration without having an adverse effect on the offering contemplated thereby (a “Piggy Back Marketing Limitation”), including the price at which such shares can be sold, then the number of Registrable shares and Other Securities to be included in such Registration shall be reduced in accordance with the following priority: (i) If the Registration is being effected for the account of the Company, (x) first, the Other Securities held by Other Stockholders shall be excluded from such Registration to the extent so required by the Piggy Back Marketing Limitation; (y) second, if, after the exclusion of all of the Other Securities held by the Other Stockholders that were proposed to be included in such Registration, further reductions are still required due to the Piggy Back Marketing Limitation, the number of Registrable Shares included in such Registration by each Holder shall be reduced on a pro rata basis (based on the number of Registrable Shares that each such Holder proposed to include in such Registration), to the extent so required by the Piggy Back Marketing Limitation; and (z) third, if, after the exclusion of the Other Securities of the Other Stockholders and the Registrable Securities of Holders in accordance with the terms set forth in clauses (x) and (y) immediately above, further reductions are still required, the number of shares of equity securities that the Company proposed to sell in such Registration shall be reduced to the extent so required by the Piggy Back Marketing Limitation; or (ii) If the Registration is being effected for the account of, and at the request of, an Other Stockholder (the “Demanding Other Stockholder”), (x) first, the Other Securities held by Other Stockholders (other than the Demanding Other Stockholder) shall be excluded from such Registration to the extent so required by the Piggy Back Marketing Limitation; (y) second, if, after the exclusion of all of the Other Securities held by the Other Stockholders (other than the Demanding Other Stockholder) that were proposed to be included in such Registration, further reductions are still required due to the Piggy Back Marketing Limitation, the number of Registrable Shares included in such Registration by each Holder shall be reduced on a pro rata basis (based on the number of Registrable Shares that each such Holder proposed to include in such Registration), to the extent so required by the Piggy Back Marketing Limitation; and (z) third if, after the exclusion of the Other Securities of the Other Stockholders (other than the Demanding Other Stockholder) and the Registrable Securities of Holders in accordance with the terms set forth in clauses (x) and (y) immediately above, further reductions are still required, the number of shares of Other Securities that the Demanding Other Stockholder proposed to sell in such Registration shall be reduced to the extent so required by the Piggy Back Marketing Limitation. No Registrable Shares or Other Securities excluded from any registration unless all other securities other than Registration by reason of the Registrable Securities are first entirely excluded from Piggy Back Marketing Limitation shall be included in such registrationRegistration. If any Holder Registering Stockholder that has requested inclusion in a Registration as provided in this Section 2 disapproves of the terms of such the underwriting, he such Person may elect to withdraw therefrom by written notice to the Company and the underwriterrepresentative of the underwriter or underwriters. No incidental right under this Section 2.1 The securities so withdrawn shall also be construed withdrawn from the Registration. If the underwriter has not limited the number of Registrable Securities or Other Securities to limit any registration required under Section 2.2be underwritten, as applicable, the Company and officers and directors of the Company may include its or their securities for its or their own account in such Registration if the representative of the underwriter or underwriters so agrees and if the number of Registrable Shares and Other Securities which would otherwise have been included in such Registration will not thereby be limited.

Piggy Back Registration. If at any time prior to the Termination Date the Company shall determine proposes to register file a Registration Statement under the Securities Act (including pursuant with respect to a demand of any shareholder of an offering by the Company exercising registration rights other than pursuant to Section 2.2 for its own account or Section 2.3 hereof) for the account of any of its Common securityholders of Capital Stock (other than (i) a registration statement on Form S-4 or S-8 (or F-4 or F-8) (or any substitute form that may be adopted by the SEC) or any other publicly registered offering pursuant to the Securities Act pertaining to the issuance of shares of Capital Stock or securities exercisable therefor under any benefit plan, employee compensation plan, or employee or director stock purchase plan or (ii) a registration statement filed in connection with the public offering an offer of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionCompany's existing securityholders), it then the Company shall send to each Holder give written notice of such determination andproposed filing to the Holders of Registrable Securities of the same class intended to be offered by the Company as soon as practicable (but in no event fewer than 15 days before the anticipated filing date or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 (or F-3) under the Securities Act. Such notice shall offer such Holders the opportunity to register such number of shares of the applicable class of Registrable Securities as each such Holder may request, if and such request must be received by the Company within ten (10) 20 days after receipt such written notice was received by such Holder, (which request shall specify the number of such notice, Registrable Securities intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "PIGGY-BACK REGISTRATION"). The Company shall so request in writing, use its commercially reasonable efforts to effect the Company registration of such Registrable Securities and shall use its best efforts to include keep such Piggy-Back Registration continuously effective under the Securities Act in such registration statement the qualifying jurisdictions until at least the earlier of (A) 60 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all or any part of the Registrable Securities that such Holder requests covered thereby. The Company shall use its commercially reasonable efforts to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, cause the managing underwriter shall impose a limitation on the number or underwriters, if any, of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such proposed offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude to permit the Registrable Securities from requested to be included in a Piggy-Back Registration to be included on the registration, same terms and conditions as any similar securities of the Company shall be obligated or any other securityholder included therein and to include in permit the sale or other disposition of such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal in accordance with the intended method of distribution thereof. Any Selling Holder shall have the right to the product withdraw its request for inclusion of (i) the number of its Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect Registration Statement pursuant to withdraw therefrom this Section 2.3 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective or the Company may elect to delay the registration; PROVIDED, HOWEVER, that the Company shall give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.3, and each Holder of Registrable Securities shall pay all brokerage and sales commissions, underwriting discounts and commissions and transfer taxes, if any, relating to the underwritersale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.3. No incidental right registration effected under this Section 2.3, and no failure to effect a registration under this Section 2.3, shall relieve the Company of its obligation to effect a registration upon the request of Holders of Registrable Securities pursuant to Sections 2.1 and 2.2 hereof, and no failure to effect a registration under this Section 2.3 and to complete the sale of securities registered thereunder in connection therewith shall be construed to limit relieve the Company of any registration required other obligation under Section 2.2this Agreement.

Piggy Back Registration. 3.1 If at any time the Company shall determine proposes to register file a registration statement (other than a Demand Registration) under the Securities Act (including pursuant with respect to a demand of any shareholder of an offering by the Company exercising registration rights other than pursuant to Section 2.2 for its own account or Section 2.3 hereof) any for the account of its Common Stock in connection with the public offering of such securities solely for cash others (other than a registration relating statement on Forms S-4 or S-8 or filed in connection with an exchange offer or an offering of securities solely to (ithe Company's existing stockholders) of any class of security of the sale of securities to participants Company, then the Company shall in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder case give written notice of such determination andproposed filing to ▇▇▇▇▇▇▇▇ at least 10 days before the anticipated filing date, if and such notice shall offer ▇▇▇▇▇▇▇▇ the opportunity to register such Registrable Securities as he may request (a "Piggy-back Registration"). On request of ▇▇▇▇▇▇▇▇ received by the Company within ten (10) 10 days after the receipt by ▇▇▇▇▇▇▇▇ of such notice, such Holder shall so request in writingthe Company's notice of intention to file the proposed registration statement, the Company shall include in such registration and qualification for sale under the blue sky or securities laws of the various states, and in any underwriting in connection therewith, the number of shares of Registrable Securities held and requested to be registered by ▇▇▇▇▇▇▇▇, which may be all or any part of the Registrable Securities, provided that if such registration involves an underwritten offering, ▇▇▇▇▇▇▇▇ must sell any Registrable Securities to be included in such registration statement to the underwriters selected by the Company on the same terms and conditions as apply to the Company. 3.2 The Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, cause the managing underwriter shall impose or underwriters of a limitation proposed underwritten offering to permit ▇▇▇▇▇▇▇▇ to include such Registrable Securities in such offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to ▇▇▇▇▇▇▇▇ that the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, which ▇▇▇▇▇▇▇▇ and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated intend to include in such registration statementoffering is so large as to materially and adversely affect the success of such offering (including the price at which such securities can be sold), with respect then the amount of securities to be offered for the account of ▇▇▇▇▇▇▇▇ shall be reduced to the requesting Holder, only an amount of Registrable Securities equal extent necessary to the product of (i) reduce the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) shares to be included in such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice offering to the Company and the underwriter. number recommended by such managing underwriter or underwriters. 3.3 No incidental right registration effected under this Section 2.1 3 shall be construed relieve the Company of its obligation to limit effect the Demand Registration. The Company may withdraw any registration required under statement referred to in this Section 2.2at any time without incurring liability to ▇▇▇▇▇▇▇▇.

Piggy Back Registration. a. If at any time the Company shall determine proposes to register file a registration statement under the Securities Act (including pursuant with respect to a demand an offering by the Company for its own account or for the account of any shareholder other Person of the Company exercising registration rights other than pursuant to Section 2.2 any class of equity security, including any security convertible into or Section 2.3 hereof) exchangeable for any of its Common Stock in connection with the public offering of such securities solely for cash equity security (other than a registration relating statement on Forms S-4 or S-8 (or their successor forms) or filed in connection with an exchange offer or an offering of securities solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transactionCompany's existing Shareholders), it then the Company shall send to in each Holder case give written notice of such determination andproposed filing to each of the Holders of Registrable Securities at least twenty days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request. The Company shall use reasonable diligence to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders of Registrable Securities requested to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if within ten (10) days after receipt the managing underwriter or underwriters of such noticeoffering delivers a written opinion to the Holders of Registrable Securities that the total amount of securities which they and the Company and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount of Registrable Securities to be offered for the accounts of Holders of Registrable Securities and other Persons who have the contractual right to have securities included in the offering shall, to the extent not inconsistent with the contractual obligations of the Company existing on the date hereof, be reduced pro rata based on the amount of securities each has requested to be included in the offering pursuant to such Holder shall so request contractual rights to the extent necessary, in writingthe opinion of such managing underwriter, to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter. b. Notwithstanding anything to the contrary contained in this Agreement, the Company shall use its best efforts not be required to include Registrable Securities in such any registration statement all if the proposed registration is (a) a registration of a stock option or other employee incentive compensation plan or of securities issued or issuable pursuant to any such plan, (b) a registration of securities issued or issuable pursuant to a Shareholder reinvestment plan or other similar plan, (c) a registration of securities issued in exchange for any securities or any part of the Registrable Securities that such Holder requests to be registeredassets of, except that if, or in connection with any offering involving a merger or consolidation with, an underwriting unaffiliated company, or (d) a registration of Common Stock securities pursuant to be issued by a "rights" or other similar plan designed to protect the Company, the managing underwriter shall impose 's Shareholders from a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering coercive or other attempt to take control of the Company’s securities solely for . c. The Company may withdraw any registration statement and abandon any proposed offering initiated by the Company’s own accountCompany without the consent of any Holder of Registrable Securities, notwithstanding the Holders may be excluded entirely request of any such Holder to participate therein in accordance with this provision, if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, howeverdetermines, in either casegood faith in its sole discretion, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than that such action is in the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves best interests of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and its Shareholders (for this purpose, the underwriter. No incidental right under this Section 2.1 interest of the Holders shall not be construed to limit any registration required under Section 2.2considered).

Piggy Back Registration. If Utix at any time the Company shall determine proposes to register any of its securities under the Securities Act of 1933, as amended (including the "1933 ACT") for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Convers▇▇▇ ▇▇▇▇es, the Debtholder Warrant Shares and the Restated Warrant Shares (the Conversion Shares, the Debtholder Warrant Shares and the Restated Warrant Shares, being referred to in this Section 8 as the "REGISTRABLE SECURITIES") for sale to the public, provided the Registrable Securities are not otherwise registered for resale by the Investor pursuant to a demand of any shareholder of the Company exercising an effective registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of statement, each such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), time it shall send to each Holder will give at least 30 days' prior written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, to the Company shall use its best efforts to include in such registration statement all or any part record holder of the Registrable Securities that of its intention. Upon the written request of the Investor, received by Utix within 20 days after the giving of any such Holder requests notice by Utix, to register any of the Registrable Securities, Utix will cause such Registrable Securities as to which registration shall have been so requested to be registeredincluded with the securities to be covered by the registration statement proposed to be filed by Utix (the "REGISTRATION STATEMENT"), except all to the extent required to permit the sale or other disposition of the Registrable Securities so registered by the holder of such Registrable Securities (the "SELLER"). In the event that ifany registration pursuant to this Section 8(a) shall be, in connection with any whole or in part, an underwritten public offering involving an underwriting of Common Stock to be issued by the Companycommon stock of Utix, the managing underwriter shall impose a limitation on the number of shares of Common Stock Registrable Securities to be included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) an underwriting may be reduced by the managing underwriter if such offering is and to the initial Public Offering extent that Utix and the underwriter shall reasonably be of the Company’s securities solely for opinion that such inclusion would adversely affect the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering marketing of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall to be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentagesold by Utix therein; provided, however, that Utix shall notify the Seller in either case, no Registrable Securities shall be reduced writing of any such reduction. Utix may withdraw or excluded from delay or suffer a delay of any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If Registration Statement referred to in this Section 8(a) without thereby incurring any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice liability to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2Seller.

Piggy Back Registration. If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) If the sale managing Underwriter or Underwriters of securities to participants any underwritten offering described in a Company employee benefits planSection 2.2 have informed, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts Selling Holders of the Registrable Securities requesting inclusion in such offering that it is their opinion that the total number of shares which the Company, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such registration statement all or any part offering is such as to materially and adversely affect the success of such offering, including the Registrable Securities that price at which such Holder requests to securities can be registeredsold, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on then the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is to be offered for the initial Public Offering account of the Company’s securities solely for Selling Holders and all such other Persons (other than the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include participating in such registration statement, with respect shall be reduced or limited pro rata in proportion to the requesting Holder, only an amount respective number of Registrable Securities equal shares requested to be registered to the product extent necessary to reduce the total number of (i) shares requested to be included in such offering to the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) shares, if any, recommended by such Holder’s Ownership Percentagemanaging Underwriters; provided, however, in either casethat if such offering is effected for the account of any securityholder of the Company other than the Selling Holders, no Registrable Securities pursuant to the demand registration rights of any such securityholder, then the number of shares to be offered for the account of the Company (if any) and the Selling Holders (but not such securityholders who have exercised their demand registration rights) shall be reduced or excluded from limited pro rata in proportion to the respective number of shares requested to be registered to the extent necessary to reduce the total number of shares requested to be included in such offering to the number of shares, if any, recommended by such managing Underwriters. (ii) If the managing Underwriter or Underwriters of any underwritten offering described in Section 2.2 notify the Selling Holders requesting inclusion of Registrable Securities in such offering, that the kind of securities that the Selling Holders, the Company and any other Persons desiring to participate in such registration unless all other securities other than intend to include in such offering is such as to materially and adversely affect the success of such offering, (x) the Registrable Securities are first entirely excluded from to be included in such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2.offering shall

Piggy Back Registration. If From and after the date that is ninety (90) days after the date of this Agreement and until the second anniversary of the Tranche II Closing Date, for so long as any of the Restricted Securities are outstanding and are not the subject of an effective registration statement, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the 1933 Act or proposes to file a registration statement covering any of its securities other than (i) a registration on Form S-8 or S-4, or any successor or similar forms; and (ii) a shelf registration under Rule 415 under the 1933 Act for the sole purpose of registering shares to be issued in connection with the acquisition of assets, the Company will at each such time give prompt written notice to the Holders of its intention to do so and of such Holder's rights under this Section 6. Upon the written request of any such Holder made within thirty (30) days after the receipt of any such notice (which request shall specify the Restricted Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration of all Restricted Securities which the Company has been so requested to register by the Holders, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Restricted Securities by the Holders requesting registration, by inclusion of such Restricted Securities in the registration statement which covers the securities which the Company proposes to register; PROVIDED, that if, at any time after giving written notice of its intention to register any Restricted Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register under the Securities Act (including pursuant or to a demand delay registration of any shareholder of such Restricted Securities, the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of may, at its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits planelection, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder give written notice of such determination to the Holders requesting registration and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditionsthereupon, (ai) if such offering is in the initial Public Offering case of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the a determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registrationto register, the Company shall be obligated relieved of its obligation to include register any Restricted Securities in connection with such registration statement(but not from its obligation to pay the expenses of registration in connection therewith), with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) in the case of a determination to delay registering such Holder’s Ownership Percentage; providedRestricted Securities, however, in either case, no Registrable Securities shall be reduced or excluded from permitted to delay registering any registration unless all Restricted Securities, for the same period as the delay in registering such other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.2securities.

Piggy Back Registration. If at any time the Company shall ------------------------- determine to register under the Securities Act (including pursuant to a demand of any shareholder stockholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereofrights) any of its Common Stock in connection with of the public offering type which has been or may be issued upon the exercise of such securities solely for cash (the Warrants, other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities on Form S-8 or (iii) a registration relating solely to a Rule 145 transaction)its then equivalent, it shall send to each Holder holder of Registrable Shares, including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within ten thirty (1030) days after receipt of such notice, such Holder holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities that Shares such Holder holder requests to be registered, except that that: (A) if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in such underwriter’s its judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described aboveto effect an orderly public distribution, and such limitation is imposed pro rata among the holders of such Common Stock --- ---- having an incidental (b"piggy back") if right to include such offering is not Common Stock in the initial Public Offering registration statement according to the amount of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registrationsuch Common Stock which each holder had requested to be included pursuant to such right, then the Company shall be obligated to include in such registration statement, statement only such limited portion of the Registrable Shares with respect to which such holder has requested inclusion hereunder and (B) the requesting Holder, only an amount Company shall not be required to include in any registration statement filed under this Section 5.01 the Registrable Shares of Registrable Securities equal any holder if the estimated aggregate price to the product public of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from Shares which such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriterholder has requested be so included is less than $50,000. No incidental right under this Section 2.1 5.01 shall be construed to limit any registration required under Section 2.25.02.

Piggy Back Registration. If If, at any time prior to three years from the Company shall determine date hereof, AMRE proposes to register any of its securities under the Securities Act (including pursuant other than by a registration on Form S-8, ▇-▇ ▇▇ any successor similar forms or any other form not available for registering the Registrable Securities for sale to a demand of any shareholder of the Company exercising registration rights public and other than pursuant to Section 2.2 6(a) hereof), whether for sale for its own account or Section 2.3 hereof) other security holders, AMRE will, each such time, at least 30 days prior to filing the registration statement, give written notice to the Signatory Stockholders of its intention to do so and upon the written request of any of the Signatory Stockholders made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by each of the Signatory Stockholders), AMRE will use commercially reasonable efforts to affect the registration under the Securities Act of all Registrable Securities which AMRE has been so requested to register by each of the Signatory Stockholders; provided, however, that if at any time after giving written notice of its Common Stock intention to register any securities and prior to the effective date of the registration statement filed in connection with the public offering such registration, AMRE shall determine for any reason not to register or to delay registration of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plansecurities, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction)AMRE may, it shall send to each Holder at its election, give written notice of such determination to each of the Signatory Stockholders who have requested registration of any Registrable Securities and, if within ten thereupon, (10i) days after receipt in the case of such noticea determination not to register, such Holder shall so request in writing, the Company shall use be relieved of its best efforts obligation to include in such registration statement all or register any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; providedin the case of a determination to delay registering, however, in either case, no shall be permitted to delay registering any Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect being registered pursuant to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration required under Section 2.26(b) for the same period as the delay in registering such other securities.

Piggy Back Registration. If at any time the Company shall determine to register file a registration statement under the Securities Act (including pursuant relating to a demand proposed sale to the public of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with either for its own account or the public offering account of such securities solely for cash a holder or holders (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities on Form S-8 or (iii) a registration relating solely to a Rule 145 transactionS-4 or any successor form), it shall send to each Holder written notice of such determination and, if within ten (10) days after receipt of such notice, such Holder shall so request in writing, the Company shall shall: (1) promptly give to each holder of a Warrant or Warrant Share written notice thereof (which notice will include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws, the proposed offering price, and the plan of distribution); (2) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Warrant Shares specified in a written request or requests, made within 20 days after such written notice from the Company, by any holder or holders of Warrant Shares; (3) use its best efforts to include in such registration statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, cause the managing underwriter shall impose or underwriters of such proposed underwritten offering to permit the Warrant Shares requested to be included in the registration statement for such offering to be included on the same terms and conditions as the Common Stock included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the holders of such Warrant Shares that marketing considerations require a limitation on the number of shares of Common Stock included offered pursuant to any registration statement subject to this Section 20(a), then subject to the advice of said managing underwriter or underwriters as to the size and composition of the offering, the Company will include Common Stock in any such registration statement becausein accordance with the following priorities: (i) first, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is Common Stock to be sold for the initial Public Offering account of the Company’s securities solely ; (ii) second, Common Stock to be sold for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described aboveaccount of any holder who has exercised demand registration rights, and (biii) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registrationthird, the Company shall be obligated to include in such registration statement, pro rata with respect to all holders of Common Stock of the requesting HolderCompany who have requested to be included in the registration pursuant to this Section or pursuant to other, only an amount analogous piggy-back registration provisions of Registrable Securities equal other agreements, in proportion to the product of (i) the number of Registrable Securities that remain available for registration after shares each such holder requested to be included in the underwriter’s cut offering pursuant to their piggy-back and rights. The Company will bear all Registration Expenses (iias hereinafter defined) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such connection with a piggy-back registration. If any Holder disapproves Holders of the terms of such underwriting, he Warrant Shares may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right exercise piggy-back registration rights under this Section 2.1 shall be construed at any time or from time to limit any registration required under Section 2.2time.

Piggy Back Registration. If For a period of three (3) years from the date of this Agreement, if, at any time there is not an effective Registration Statement covering all of the Underlying Shares and the Company shall determine to register prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the public offering of such securities solely for cash (Company’s stock option or other than a registration relating solely to (i) employee benefit plans, then the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send deliver to each Holder Purchaser a written notice of such determination and, if within ten (10) fifteen days after receipt the date of the delivery of such notice, any such Holder Purchaser shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Securities that such Holder Underlying Shares such Purchaser requests to be registered, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either casethat, no Registrable the Company shall not be required to register any Underlying Shares pursuant to this Section 4.18 that are the subject of a then effective Registration Statement; provided, further, however, (i) if the registration statement is an offering to be made on a continuous basis pursuant to Rule 415 promulgated under the Securities Act and is not on a Form S-3, and the Commission advises the Company that all of the Underlying Shares which such Purchasers have requested to be registered may not be included under Rule 415, then the number of Underlying Shares to be registered for each Purchaser shall be reduced pro-rata among all the Purchasers and unless otherwise directed in writing by a Purchaser as to its Underlying Shares, the number of Underlying Shares to be registered on such Registration Statement will first be reduced by Underlying Shares represented by Warrant Shares (applied to the Purchasers on a pro rata basis based on the total number of unregistered Warrant Shares held by such Purchasers), and second by Underlying Shares represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Purchasers on a pro rata basis based on the total number of unregistered Conversion Shares held by such Purchasers); and (ii) if the registration so proposed by the Company involves an underwritten offering of the securities so being registered for the account of the Company, to be distributed by or excluded from any through one or more underwriters of recognized standing, and the managing underwriter of such underwritten offering shall advise the Company in writing that, in its opinion, the distribution of all or a specified portion of the Underlying Shares which the Purchasers have requested the Company to register and otherwise concurrently with the securities being distributed by such underwriters will materially and adversely affect the distribution of such securities by such underwriters, then the Company will promptly provide written notice to each such Purchaser that they have been denied the registration unless of all other securities other than or a specified portion of such Underlying Shares (in case of such a denial as to a portion of such Underlying Shares, such portion to be allocated pro rata among the Registrable Securities are first entirely excluded from such registrationPurchasers). If any Holder disapproves of Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof and shall use its best efforts to keep such underwritingRegistration Statement continuously effective under the Securities Act until all Underlying Shares covered by such Registration Statement have been sold, he or may elect be sold without pursuant to withdraw therefrom Rule 144. The Company shall pay all expenses incurred by written notice to the holders of Underlying Shares in connection with such piggy-back registration, as well as all SEC registration and filing fees, printing and mailing expenses, and fees and disbursements of counsel and accountants for the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any Purchasers in connection with the registration required under Section 2.2of Underlying Shares called for hereunder.

Piggy Back Registration. (a) If at any prior to the time the Company shall determine Resale Registration statement is filed, and before the end of the Effective Period, Zamba proposes to register file a registration statement under the Securities Act (including pursuant with respect to a demand an offering by Zamba for its own account or for the account of any shareholder other holders of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Zamba Common Stock in connection with the public offering of such securities solely to be offered for cash (other than a in connection with the registration relating solely to (i) the sale of securities issuable pursuant to participants in a Company an employee benefits planstock option, (ii) equity securities issuable upon conversion of debt securities stock purchase or (iii) a registration relating solely similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145 transaction145(a) under the Securities Act), it then Zamba shall send to in each Holder case give written notice of such determination andproposed filing to the Holders at least 20 days before the filing date, if within ten (10) days after receipt and such notice shall offer such Holders the opportunity to register such number of such notice, Shares as each such Holder shall so may request (the "PIGGY-BACK REGISTRATION"). If such offer is accepted by written notice to Zamba from the Holders of at least 20% of the Shares then held by the Holders (with a proportional adjustment for any stock split or stock dividend or other issuance of securities with respect to such Shares) within 15 days of the giving of the written notice provided for in writingthe preceding sentence, the Company Zamba shall use its best efforts to permit, or (in the case of a proposed underwritten offering) to cause the managing underwriter or underwriters thereof to permit, the Holders of Shares requested to be included, in the registration for such offering to include such Shares in such offering on the same terms and conditions as the corresponding securities of Zamba included therein; PROVIDED that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Zamba shall determine for any reason not to proceed with the proposed registration, Zamba may, at its election, give written notice of such determination to each Holder of Shares requested to be included in such registration statement all or and thereupon shall be relieved of its obligation to register any part of the Registrable Securities that such Holder requests to be registered, except that if, Shares in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of Common Stock included in any such registration statement because, (but not from its obligation to pay the Registration Expenses (defined below) in such underwriter’s judgment, such limitation is necessary based on market conditions, (aconnection therewith) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) if such registration involves an underwritten offering by Zamba (underwritten, at least in part, by Persons who are not affiliates or associates of Zamba or any Holder’s Ownership Percentage; provided), howeverall Holders requesting to have Shares included in Zamba's registration must sell their Shares to such underwriters who shall have been selected by Zamba on the same terms and conditions as apply to Zamba, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in either casecombined primary and secondary offerings. If a proposed registration pursuant to this Section 1.2 involves such an underwritten public offering, no Registrable Securities any Holder making a request under this Section 1.2 in connection with such registration may elect in writing, prior to the effective date of the registration statement filed in connection with such registration, to withdraw such request and not to have such securities registered in connection with such registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of a proposed underwritten offering advise Zamba in writing that in their opinion the total amount or kind of securities that the Holders have requested to be included in such offering would adversely affect the success of such offering, then the amount of securities to be offered for the accounts of Holders of Shares and securities to be offered for the account of other stockholders shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice pro rata to the Company and extent necessary to reduce the underwriter. No incidental right under this Section 2.1 shall total amount of securities to be construed included in such offering to limit any registration required under Section 2.2the amount recommended by such managing underwriter or underwriters.

Piggy Back Registration. If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder a) The Holders of the Company exercising Registrable Shares are hereby granted the following piggy-back registration rights other than pursuant with respect to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash Registrable Shares (other than an acquisition shelf Registration Statement which may be filed by Nations pursuant to Rule 415 of the Securities Act, or a registration relating solely Registration Statement covering shares of Common Stock which would become issuable pursuant to the Nations' stock option plans). Whenever Nations proposes to file a Registration Statement, other than the Registration Statement for its initial public offering (ithe "IPO") and except for the sale period ending on the later of securities one year from the date hereof or the six month period from the effective date of the IPO, Nations will, prior to participants in a Company employee benefits plansuch filing, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder give written notice to the Holders of such determination its intention to do so and, if upon the written request of the Holders given within ten (10) days after receipt Nations provides such notice (which request shall state the intended method of disposition of such noticeRegistrable Shares), such Holder shall so request in writing, the Company Nations shall use its reasonable best efforts to include cause all Registrable Shares which Nations has been requested to register by such Holder or Holders to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder or Holders. (b) If, by virtue of this agreement, the Holders request and are entitled to inclusion in such registration, Nations shall, (together with the Holders and any other holder of Nations Common Stock provided registration statement all or any part rights by Nations with respect to their shares of the Registrable Securities Common Stock (the "Stockholders") proposing to distribute their securities through such underwriting) enter into an underwriting agreement with the representative of the underwriter or underwriters selected for such underwriting (the "Representative"). (c) Notwithstanding any other provision of this Agreement, if the Representative advises Nations in writing that such Holder requests marketing factors require a limitation of the number of shares to be registeredunderwritten, except that ifthen Nations shall so advise the Holders and Stockholders, in connection with any offering involving an underwriting of Common Stock if any, which would otherwise be entitled to be issued by the Companyregistration, the managing underwriter shall impose a limitation on and the number of shares of Common Stock that may be included in any such the registration statement becauseand underwriting, if any, shall be allocated among the Holders and Stockholders in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is proportion as the initial Public Offering respective number of the Company’s securities solely for the Company’s own account, the Holders may shares each Holder and Stockholder requests to be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include included in such registration statement, with respect bears to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the total number of shares such Holders and Stockholders request be included. All Registrable Securities that remain available for registration after Shares or any other Common Stock excluded from the underwriting by reason of the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, 's marketing limitation shall not be included in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. . (d) If any Holder Holders or Stockholders of Common Stock entitled (upon request) to be included in such registration, disapproves of the terms of such the underwriting, he such person may elect to withdraw therefrom by written notice to the Company Nations and the underwriter. No incidental right under this Section 2.1 The Common Stock so withdrawn shall also be construed to limit any registration required under Section 2.2withdrawn from registration.