Common use of Piggy-Back Registrations Clause in Contracts

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber Holders (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber Holders hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber a Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the SubscriberHolder, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber a Holder must timely execute and deliver the usual and customary agreement among the Company, such Subscriber Holder and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber Holders requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber Holders and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that . Notwithstanding the Company shall not be required to register foregoing, if any Registrable Securities requested registration pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for section involves an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to offering by the Company, its directors and its officers. If the managing underwriter shall advise the Company the distribution of all or a portion of the Registrable Securities requested to be included in the registration statement is concurrently with the securities being filed for an underwritten offer and sale registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account and account, then (i) the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the number of Registrable Shares of the Subscriber Securities so requested to be included in such registration statementshall be reduced to that number of shares which, then in the good faith judgment of the managing underwriter, can be sold in such offering, and this reduced number shall be allocated pro rata among such Holders on the basis of the number of Registrable Securities requested to be so registered by such Holders, and (ii) if the requesting Holders are participating in a primary offering by the Company, the Company will include in such registration, to the registration: extent of the number of securities which the Company is so advised can be sold in such offering, (iA) first, any securities that the Company proposes to sellissue and sell for its own account and any preferred securities proposed to be so registered, and (iiB) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being Registrable Securities requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken registered by the Holders thereof pursuant to this Section allocated pro rata from the Rightsholders among such Holders and such on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) Registrable Securities to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementbe so registered.

Piggy-Back Registrations. If at any (a) Until such time during the Effectiveness Period there is not an effective registration statement covering all of as the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and may be sold in accordance with Rule 144(b) under the Securities Act, if the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 or Form S-8 or any successor form or to the Company’s employees pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to the Common Stock, it will give written notice to the Purchaser at least ten (10) days before the initial filing with the Commission of the registration statement (each as promulgated under or, in the Act or their then equivalents relating to equity securities to be issued solely in connection case of a registration statement that has already been filed with any business combination transactionthe Commission but has not yet been declared effective, acquisition within ten (10) days before the anticipated effective date of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansthe registration statement), then which notice shall offer the Company shall send Purchaser the opportunity to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part the number of such Registrable Securities as the Purchaser may request (a “Piggyback Registration”), subject to the provisions of Section 4.4(b) hereof. Upon the request of the Purchaser made within ten (10) days after the receipt of notice from the Company regarding a Piggyback Registration (which such Subscriber requests request shall specify the number of Registrable Securities for which registration is being requested), the Company shall use its commercially reasonable efforts to be registeredeffect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Purchaser; provided that nothing in this Section 4.4(a) shall preclude the Company from discontinuing the registration of its securities being effected at any time and for any reason before the effective date of the registration relating thereto; but, in that event, the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under notify the Act; and provided further that the Company may, without the consent Purchaser of such discontinuation of the Subscriber, withdraw such registration. The Company shall pay all registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. expenses in connection with each Piggyback Registration. (b) If the registration statement is being filed for an underwritten lead managing underwriter of a proposed public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale offering by the Company of securities for its own account and the managing underwriters shall advise the Company in writing that that, in their opinion good faith opinion, the offering contemplated number of Registrable Securities to be included in such registration would materially and adversely affect the marketing or price of the securities to be sold in the public offering, the Company will allocate the securities to be included in such registration statement in accordance with the following priority: (i) first, the securities to be included in such registration statement by the Company or the holder or holders initiating the registration statement cannot be successfully completed if the Company were to also register statement; and (ii) next, the Registrable Shares of the Subscriber Securities requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementHolder.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 144(k) promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansplans (any such registration, a “Piggy-Back Registration”), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registeredregistered (the “Piggy-Back Securities”); provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 10(c) after the Term or that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; and provided further Commission pursuant to the Securities Act or that are the Company may, without the consent subject of the Subscriber, withdraw such registration statement before its becoming a then effective if the Company Registration Statement that is available for resales or other stockholders have elected to abandon the proposal to register the securities proposed dispositions by such Holder or cease to be registered thereunder. deemed “Registrable Securities.” If the registration statement is being filed for Piggy-Back Registration relates to an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account offering and the managing underwriters advise underwriter of such proposed public offering advises the Company and the Holders in writing that that, in their opinion its reasonable opinion, the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the number of Registrable Shares of the Subscriber Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company or any other security holder would be greater than the total number of securities which can reasonably be sold in the offering without having a material adverse effect on the distribution of such registration statementsecurities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then the Company will include in the registration: (i) in the event the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register, second, the Piggy-Back Securities, in an amount that together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among the Holders of the Piggy-Back Securities on a pro rata basis (based on the number of securities of the Company held by each such Holder), and third, the securities of all other selling security holders, in an amount that together with the securities the Company proposes to register and the Piggy-Back Securities, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder); and (ii) in the event any holder of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the Piggy-Back Securities in an amount that shall not exceed the Maximum Number of Securities (with such amount to be allocated among the Holders of the Piggy-Back Securities on a pro rata basis based on the number of securities of the Company held by each such Holder), second, the securities such initiating security holder proposes to register, in an amount that together with the Piggy-Back Securities, shall not exceed the Maximum Number of Securities, third, the securities of any other selling security holders, in an amount that together with the Piggy-Back Securities and the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder), and fourth, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Companyregister, in a transaction approved by an amount that together with Piggy-Back Securities, the Board securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementSecurities.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; , subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis, provided that 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, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section for the same period as the delay in registering such other securities. Notwithstanding the foregoing, the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 144(b) promulgated under the Act; and provided further Securities Act or that are the Company maysubject of a then effective Registration Statement. Notwithstanding the foregoing, without the consent nothing herein shall be construed of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by relieving the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with obligations under this Subscription Agreement.

Piggy-Back Registrations. If at any time during the Effectiveness Registration Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities Shares and the Company shall determine to 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 of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee or director benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder holding Registrable Shares for which there is not an effective Registration Statement written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities Shares such Subscriber Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis (along with other holders of piggyback registration rights with respect to the Company); provided provided, that (i) the Company shall not be required to register any Registrable Securities Shares pursuant to this Section 5(i) that are eligible for resale pursuant to under Rule 144 promulgated under the Act; Securities Act or that are the subject of a then effective Registration Statement and provided further that (ii) 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, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, without the consent of the Subscriberat its election, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion give written notice of such managing underwriters can successfully be solddetermination to such Holder and, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares pursuant to this Section 5(i) in connection with a “corporate partnering” transaction or a “strategic alliance” such registration (as determined by the Board of Directors of the Company but not from its obligation to pay expenses in good faithaccordance with Section 5(g) hereof); , and (ii) in connection with the case of a determination to delay registering, shall be permitted to delay registering any financing transaction in respect of which the Company is a borrower; or (iiiRegistrable Shares being registered pursuant to this Section 5(i) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementsame period as the delay in registering such other securities.

Piggy-Back Registrations. If at any time during the Effectiveness Period Period, except as contemplated by Section 2(b) hereof, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) 15 days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 13(f) that are eligible for resale pursuant to Rule 144 promulgated under the ActSecurities Act without manner of sale or volume restrictions or the current public information requirement or that are the subject of a then effective Registration Statement; and provided, further, however, if there is not an effective Registration Statement covering all of the Registrable Securities during the Effectiveness Period, the Company may file a registration statement with the Commission to register equity securities of the Company to be sold on a primary basis, provided further that the Company maydoes not sell any such shares until there is an effective Registration Statement covering all of the Registrable Securities. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 13(f) prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. Notwithstanding the foregoing, the Company shall be allowed to file one primary shelf registration statement on Form S-3, including any amendments thereto, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided complying in any case, that such issuance is not being made primarily for case with the purpose of avoiding compliance with obligations in this Subscription AgreementSection 13(f).

Piggy-Back Registrations. Investors shall have the following rights with respect to filing Registration Statements with the Commission for the resale of the Shares: (a) If at any time during the Effectiveness Period when there is not an effective registration statement covering Registration Statement providing for the resale of all of the Registrable Securities and Shares, the Company shall determine to prepare and file with the SEC Commission a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stock, equity securities (other than for an underwritten offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a or on Form S-4 or Form S-8 registration statement (S-8, each as promulgated under the Act 1933 Act, or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansequivalents), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Investors written notice of such determination and, if determination. If within fifteen thirty (1530) days after receipt of such notice, or within such shorter period of time as may be specified by the Subscriber Cinoabt in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing of such Registration Statement, any such Investor shall so request in writing, (which request shall specify the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests Shares intended to be registered; provided ), the Company will use commercially reasonable efforts to cause the registration under the 1933 Act of all Shares which the Company has been so requested to register by the Investors (the “Piggy-Back Registration”). (b) If, for any reason, the Commission requires that the Company shall not number of Shares to be required to register any Registrable Securities pursuant to this Section that are eligible registered for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) Registration Statement in connection with any financing transaction Registration Statement, be reduced, such reduction (the “Cut Back Shares”) shall be allocated pro rata among the holders whose shares have been included in respect of which such Registration Statement until the reduction required by the Commission is effected (c) All expenses incurred by the Company is a borrower; or in complying with Section 4.4, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyFINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” The Company will pay all Registration Expenses in a transaction approved by the Board of Directors, provided in connection with any case, that such issuance is not being made primarily for the purpose of avoiding compliance with registration statement described under this Subscription AgreementSection 4.4.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber Holder (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber Holder hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 144(k) promulgated under the Act; and provided further that the Company may, without the consent of the SubscriberHolder, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber Holder must timely execute and deliver the usual and customary agreement among the Company, such Subscriber Holder and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber Holder requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber Holder and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If (i) If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to 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 of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Buyer a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber Buyer shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber that Buyer requests to be registeredregistered (each a “Piggyback Registration”); provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(d) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; SEC pursuant to the Securities Act or that are the subject of a then-effective Registration Statement. (ii) The Company shall cause such Registrable Securities to be included in such Piggyback Registration if so elected by the Buyer and provided further that shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company may, without and to permit the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company sale or other stockholders have elected to abandon disposition of such Registrable Securities in accordance with the proposal to register the securities proposed to be registered thereunderintended method(s) of distribution thereof. If the registration statement is being filed Buyer proposes to distribute its Registrable Securities through a Piggyback Registration that involves an underwriter or underwriters, then it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for an underwritten public offeringsuch Piggyback Registration, and the Subscriber must timely Buyer also agrees to execute and deliver the usual and a customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if so requested by the underwriters with respect Company and/or the underwriter(s), pursuant to which the Buyer agrees to customary restrictions on resale of the securities of the Company for a period of 180 days. (iii) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the Buyer and other Investors or other persons who are holders of any other shares of Common Stock not included which are also “Registrable Securities” under an agreement similar to this Agreement (if any holders of Registrable Securities have elected to include Registrable Securities in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company such Piggyback Registration) in writing that in their its reasonable and good faith opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares number of the Subscriber requested shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration statementor takedown would adversely affect the price per share of the Common Stock to be sold in such offering, then the Company will shall include in the registration: such registration (i) first, any securities the shares of Common Stock that the Company proposes to sell, ; (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, Registrable Securities to be included therein by the Buyer; and (iii) third, that portion of such other holders pro rata based on the aggregate number of shares being requested for inclusion in the registration statement Registrable Securities held by such other holders. (Xiv) the Subscriber and (Y) all other Rightsholders, which in the opinion The provisions of such managing underwriters can successfully be sold, such number of shares Section 5 shall apply to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementPiggyback Registration.

Piggy-Back Registrations. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than (i) a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), (ii) a registration on Form S-4 (or similar or successor form), (iii) a registration relating to the sale of securities acquired pursuant to Rule 144A under the Securities Act or (iv) a registration relating to the issuance of shares of Common Stock in respect of Convertible Securities outstanding on the Closing Date), the Company shall, at any time during such time, promptly give each Holder written notice of such registration. Upon the Effectiveness Period there is not an effective registration statement covering written request of each Holder received by the Company within ten (10) Trading Days after mailing of such notice by the Company in accordance with Section 8(g), the Company shall use its commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities and that each such Holder (the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below“Electing Holders”) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests has requested to be registered; provided that (x) if such registration involves an underwritten offering to the public, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or other selling stockholders; and (y) if, at any time after giving notice of the Company’s intention to register any securities pursuant to this Section 4 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders and, thereupon, shall be required relieved of its obligation to register any Registrable Securities pursuant in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Holders under Section 3. The Company shall have no obligation under this Section 4 to make any offering of its securities, or to complete an offering of its securities that are eligible for resale pursuant it proposes to Rule 144 promulgated under make. (b) If such registration involves an underwritten offering to the Act; and provided further public, if the managing underwriter of the underwritten offering shall inform the Company by letter of the underwriter’s opinion that the Company may, without the consent number of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber Securities requested to be included in such registration statementwould, in its opinion, materially adversely affect such offering, including the price at which such securities can be sold, and the Company has so advised the Electing Holders in writing, then the Company will shall include in such registration, to the registration: extent of the number that the Company is so advised can be sold in (or during the time of) such offering, (i) first, any all securities proposed by the Company proposes to sellbe sold for its own account, then (ii) secondto the extent that the number of shares of Common Stock proposed to be sold by the Company or the Electing Holders pursuant to Section 4(a) is less than the number of shares of Common Stock that the Company has been advised can be sold in such offering without having the material adverse effect referred to above, any securities such Registrable Securities requested by the Electing Holder(s) to be included in such registration pursuant to this Section 4 allocated pro rata among such Electing Holders as nearly as practicable to the respective numbers of any person whose securities are being registered as a result of the exercise of a demand registration rightRegistrable Securities requested to be included in such registration, and then (iii) thirdsuch other securities covered by other registration rights, that portion of allocated pro rata among the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion holders of such managing underwriters can successfully be soldother rights in proportion, as nearly as practicable, to the respective numbers of such number of shares securities requested to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion included in the registration statement by each Rightsholdersuch registration. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors All other stockholders of the Company in good faith); (ii) in connection with shall be excluded from the proposed offering before any financing transaction in respect of which Electing Holder is required to reduce his, her or its shares being offered under the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementregistration statement.

Piggy-Back Registrations. If at any time during the Effectiveness Period Period, except as contemplated by Section 2(b) hereof, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others (other than an offering pursuant to that certain Fifth Amended and Restated Investor Rights Agreement dated May 13, 2013 among the Company and the investors party thereto) under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) 15 days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 7(f) that are eligible for resale pursuant to Rule 144 promulgated under the ActSecurities Act without volume or manner of sale limitations or that are the subject of a then effective Registration Statement; and provided, further, however, if there is not an effective Registration Statement covering all of the Registrable Securities during the Effectiveness Period, the Company may file a registration statement with the Commission to register equity securities of the Company to be sold on a primary basis, provided further that the Company may, without the consent does not sell any such shares until there is an effective Registration Statement covering all of the Subscriber, Registrable Securities. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(f) prior to the effectiveness of such registration statement before its becoming effective if the Company whether or other stockholders have not any Holder has elected to abandon the proposal to register the include securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its Common Stock under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration on Form S-4 (or similar or successor form)), the Company shall, at any time during such time, promptly give each Holder written notice of such registration. Upon the Effectiveness Period there is not an effective registration statement covering written request of each Holder received by the Company within ten (10) Trading Days after mailing of such notice by the Company in accordance with Section 9(f), the Company shall use its commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities and that each such Holder (the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below“Electing Holders”) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests has requested to be registered; provided that (i) if such registration involves an underwritten offering to the public, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or other selling stockholders; and (ii) if, at any time after giving notice of the Company’s intention to register any securities pursuant to this Section 4 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to all Holders of Registrable Securities and, thereupon, shall be required relieved of its obligation to register any Registrable Securities pursuant in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of Holders under Section 3. The Company shall have no obligation under this Section 4 to make any offering of its securities, or to complete an offering of its securities that are eligible for resale pursuant it proposes to Rule 144 promulgated under make. (b) If such registration involves an underwritten offering to the Act; and provided further public, if the managing underwriter of the underwritten offering shall inform the Company by letter of the underwriter’s opinion that the Company may, without the consent number of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber Securities requested to be included in such registration statementwould, in its opinion, materially adversely affect such offering, including the price at which such securities can be sold, and the Company has so advised the requesting Holders in writing, then the Company will shall include in such registration, to the registration: extent of the number that the Company is so advised can be sold in (or during the time of) such offering, (i) first, any all securities proposed by the Company proposes to sellbe sold for its own account, then (ii) second, any securities of any person whose securities are being registered as a result of to the exercise of a demand registration right, and (iii) third, extent that portion of the aggregate number of shares being requested for inclusion in of Common Stock proposed to be sold by the registration statement by (XCompany or the other Holders pursuant to Section 4(a) is less than the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares of Common Stock that the Company has been advised can be sold in such offering without having the material adverse effect referred to above, so long as the Purchaser Holders hold at least 30% of the Registrable Securities acquired by them on the date hereof, such Registrable Securities requested by the Purchaser Holders to be taken included in such registration pursuant to this Section 4, allocated pro rata from among such requesting Purchaser Holders as nearly as practicable to the Rightsholders on respective amounts of Registrable Securities requested to be included in such registration, but in no event shall the basis amount of Registrable Securities of the selling Purchaser Holders included in the offering be reduced below thirty percent (30%) of the total number amount of shares being requested for inclusion securities included in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or such offering, then (iii) to a vendorthe extent that the number of shares of Common Stock proposed to be sold pursuant to clauses (i) and (ii) above, lessoris less than the number of shares of Common Stock that the Company has been advised can be sold in such offering without having the material adverse effect referred to above, lendersuch Registrable Securities requested by the Holders of Registrable Securities to be included in such registration pursuant to this Section 4, or customer allocated pro rata among such requesting Holders as nearly as practicable to the respective amounts of Registrable Securities requested to be included in such registration, but in no event shall the amount of Registrable Securities of the Company, or a research, manufacturing or other commercial collaborator selling Holders included in the offering be reduced below thirty percent (30%) of the Companytotal amount of securities included in such offering, then (iv) such other securities covered by other registration rights, allocated pro rata among the holders of such other rights in a transaction approved by proportion, as nearly as practicable, to the Board respective amounts of Directorssuch securities requested to be included in such registration. All other stockholders of the Company shall be excluded from the proposed offering before any requesting Holder is required to reduce his, provided in any case, that such issuance is not hers or its shares being made primarily for offered under the purpose of avoiding compliance with this Subscription Agreementregistration statement.

Piggy-Back Registrations. If at At any time during following the Closing Date but prior to the expiration of the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and Period, if the Company shall determine to 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 of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that . Notwithstanding the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company mayforegoing, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company Company’s proposed registration of equity securities hereunder is, in whole or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for in part, an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company underwriter of such proposed registration determines in writing good faith that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares marketing factors require a limitation of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from underwritten, the Rightsholders on the basis of the total number of shares being requested for inclusion that may be included in the underwriting shall be allocated, first, to the Company; second, to requesting Holders on a pro rata basis. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement by each Rightsholderstatement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Strategic IssuanceHolder,” and any pro rata reduction with respect to such “Holder” shall mean an issuance be based upon the aggregate amount of securities: (i) shares carrying registration rights under this Agreement owned by all entities and individuals included in connection with a such “corporate partneringHolder,” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company defined in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementsentence.

Piggy-Back Registrations. If at any time during until two years after the Effectiveness Period date of this Agreement there is not an effective registration statement covering all of the Registrable Securities Restricted Stock and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form but excluding Forms S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)and similar forms which do not permit such registration, then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) ten calendar days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such the Restricted Stock the Subscriber requests to be registered; , provided, however, such registration of the Restricted Stock shall be subject to (i) customary underwriter cutbacks applicable to all holders of registration rights, (ii) any contractual restrictions or cutbacks agreed to with new purchases of the Company’s equity securities, or (iii) any cutbacks in accordance with guidance provided that by the SEC (including, but not limited to, Rule 415 under the Act). The obligations of the Company under this Section may be waived by the Subscriber. Notwithstanding anything to the contrary herein, the registration rights granted hereunder to the Subscriber shall not be required to register any Registrable Securities applicable for such times as such Restricted Stock may be sold by the holder thereof without restriction pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under 144(b)(1) of the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to All expenses incurred by the Company, its directors including, without limitation, all registration and its officers. If filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of registrable securities are called "Selling Expenses." The Company will pay all Registration Expenses in connection with the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company under this Section. Selling Expenses in writing that in their opinion the offering contemplated by the connection with each registration statement cannot shall be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement borne by (X) the Subscriber and (Y) will be apportioned among all other Rightsholders, which holders in proportion to the opinion of such managing underwriters can successfully be sold, such number of shares Restricted Stock included therein for a holder relative to be taken pro rata from all the Rightsholders on the basis of the total number of shares being requested securities included therein for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lenderall selling holders, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementas all holders may agree.

Piggy-Back Registrations. If (i) If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities (“Excluded Registrable Securities”) and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent registered (“Piggyback Registration”). (ii) If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the SubscriberCompany’s securities, withdraw such or a resale registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among on behalf of holders of the Company, such Subscriber and ’s securities acquired in connection with the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account Bridge Financing and the managing underwriters advise or placement agent advises the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares number of the Subscriber securities requested to be included in such registration statementexceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, then the Company will (1) include in such registration a pro rata share of Excluded Registrable Securities requested to be included in such registration statement as calculated by dividing the registration: (i) first, any securities number of Excluded Registrable Securities requested to be included in such registration statement by the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result number of the exercise Company’s securities requested to be included in such registration statement by all selling security holders and/or (2) may require that the resale of the Registrable Securities upon registration will be subject to the terms of a demand ‘Leak Out’ agreement that has been approved by the Majority Holders. In such event, the holder of Excluded Registrable Securities shall continue to have registration right, and rights under this Agreement with respect to any Excluded Registrable Securities not so included in such registration statement. (iii) thirdNotwithstanding the foregoing, that portion if, at any time after giving a notice of Piggyback Registration and prior to the aggregate number effective date of shares being requested for inclusion in the registration statement by (X) filed in connection with such registration, the Subscriber and (Y) all other Rightsholders, which in the opinion Company shall determine for any reason not to register or to delay registration of such managing underwriters can successfully be soldsecurities, the Company may, at its election, give written notice of such number determination to each record holder of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: Excluded Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Excluded Registrable Securities in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); such registration, and (ii) in connection with the case of determination to delay registering, shall be permitted to delay registering any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily Excluded Registrable Securities for the purpose of avoiding compliance with this Subscription Agreementsame period as the delay in registering such other securities.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 144(k) promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares Securities of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If at any time during while any of the Effectiveness Period Notes or the Warrants remain outstanding there is not an effective registration statement under the Securities Act covering all of the shares of Common Stock issuable upon conversion of the Notes or exercise of the Warrants (the “Registrable Securities Securities”) and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Purchaser then holding Notes or Warrants written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Purchaser requests to be registered; , subject to customary underwriter cutbacks applicable to all holders of registration rights and subject to the applicable terms of such registration rights. The rights provided that the Company in this Section shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters apply with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale in connection with any follow-on primary offering by the Company of so long as no equity securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the will be offered under such registration statement cannot be successfully completed if for the Company were to also register account of others. Notwithstanding the Registrable Shares of the Subscriber requested foregoing, a security shall cease to be included in a Registrable Security for purposes of this Agreement from and after such registration statementtime as the Purchasers may resell such security without volume restrictions under Rule 144, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of counsel to the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) pursuant to a vendorwritten opinion letter to such effect, lessor, lender, or customer of addressed and acceptable to the Company, or a research, manufacturing or other commercial collaborator of ’s transfer agent and the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementaffected Purchaser.

Piggy-Back Registrations. (a) If the Company at any time during after, and no earlier than, the Effectiveness Period there is not an effective registration statement covering all occurrence of a Voluntary Conversion (as defined in the Note) at a time when its equity securities are registered under Section 12 of the Registrable Exchange Act, proposes to register under the Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering Act any of its securities, whether for its own account or for the account of others under other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or any successor to such forms or another form not available for registering the Act of Registrable Shares for sale to the public or any of its Common Stock, other than an offering of registration statement including only securities issued pursuant to a Strategic Issuance (dividend reinvestment plan), each such time it will promptly give written notice to all holders of Registrable Shares of its intention so to do. Upon the written request of any such holder, received by the Company within 20 days after the giving of any such notice by the Company, to register any or all of its Registrable Shares, the Company will use its commercially reasonable efforts to cause the Registrable Shares as defined below) and other than a Form S-4 or Form S-8 to which registration statement (each as promulgated under shall have been so requested to be included in the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transactioncovered by the registration statement proposed to be filed by the Company, acquisition of any entity or business or equity securities issuable in connection with stock option all to the extent requisite to permit the sale or other employee benefit plans), then disposition by the holder (in accordance with its written request) of such Registrable Shares so registered. The Company shall send be obligated to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part only such limited portion of Registrable Shares with respect to which such Registrable Securities such Subscriber requests to be registered; holder has requested inclusion hereunder. (b) If the registration of which the Company gives notice as provided that above is for a registered public offering involving an underwriting, the Company shall not be required to register any so advise the holders of Registrable Securities Shares as a part of the written notice given pursuant to this Section that are eligible for resale 2. In such event the right of any holder of Registrable Shares to registration pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw this Section 2 shall be conditioned upon such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, holder’s participation in such Subscriber and the underwriters relating underwriting to the registration including a lock-up agreement if requested by extent provided herein. All holders of Registrable Shares proposing to distribute their securities through such underwriting shall (together with the underwriters with respect to any shares of Common Stock not included 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) enter into an underwriting agreement in customary form with the registration, on terms no less favorable than those agreed to underwriter or underwriters selected for underwriting by the Company, its directors and its officers. If any holder of Registrable Shares disapproves of the terms of any such underwriting, that holder may elect to withdraw therefrom by timely written notice to the Company and the underwriter. Any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) Notwithstanding any other provision of this Section 2, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten or if the Commission imposes such a limitation, such limitation will be imposed pro rata with respect to all securities whose holders have a contractual, incidental (“Piggy-Back”) right to include such securities in the registration statement is being filed for an underwritten offer and sale by as to which inclusion has been requested pursuant to such right, provided, however, that no such reduction shall reduce the Company number of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated held by the registration statement cannot be successfully completed if the Company were to also register the holders of Registrable Shares of the Subscriber requested proposing to distribute their securities through such underwriting if any securities are to be included in such registration statement, then underwriting for the account of any Person other than the Company will include in or holders of Registrable Shares other than a holder exercising a demand or required registration right. (d) Notwithstanding the registration: (i) firstforegoing provisions, any securities the Company proposes to sell, (ii) second, may withdraw any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) referred to in this Section 2 without thereby incurring any liability to the Subscriber and (Y) all other Rightsholders, which in the opinion holders of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementRegistrable Shares.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee or director benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination and, if within fifteen (15) 15 calendar days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis (along with other holders of piggyback registration rights with respect to the Company); provided provided, however, that no such reduction shall reduce the amount of Registrable Securities of the selling Holders included in the registration statement below 30% of the total amount of securities included in such registration statement, unless such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause; provided, further that (i) the Company shall not be required to register any Registrable Securities pursuant to this Section 6(f) that are (A) eligible for resale pursuant to under Rule 144 promulgated without limitations as to volume of sales, method of sale requirements or notice requirements and without the requirement for the Company to be in compliance with the current public information requirements under Rule 144(c)(1), or (B) the Act; subject of a then effective Registration Statement, and provided further that (ii) 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, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, without the consent at its election, give written notice of the Subscribersuch determination to such Holder and, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offeringthereupon, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion case of such managing underwriters can successfully a determination not to register, shall be sold, such number relieved of shares its obligation to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (iregister any Registrable Securities pursuant to this Section 6(f) in connection with a “corporate partnering” transaction or a “strategic alliance” such registration (as determined by the Board of Directors of the Company but not from its obligation to pay expenses in good faithaccordance with Section 4 hereof); , and (iiZ) in connection with the case of a determination to delay registering, shall be permitted to delay registering any financing transaction Registrable Securities being registered pursuant to this Section 6(f) for the same period as the delay in respect of which the Company is a borrower; or (iiiregistering such other securities. Nothing contained in this Section 6(f) to a vendor, lessor, lender, or customer of shall limit the Company’s liabilities and/or obligations under this Agreement, or a researchincluding, manufacturing or other commercial collaborator of without limitation, the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementobligation to pay liquidated damages under Section 2(c).

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine proposes to prepare register the offer and file with sale of any Common Shares under the SEC Securities Act (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 ((or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others under one or more stockholders of the Act Company and the form of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities Registration Statement to be issued solely in connection with used may be used for any business combination transactionregistration of Registrable Securities, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send give prompt written notice (in any event no later than five days prior to the Subscriber (together with any other filing of such Registration Statement) to the holders of Registrable Securities of its Common Stock possessing “piggyback intention to effect such a registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber with respect to which the Company has received written requests to be registeredfor inclusion from the holders of Registrable Securities; provided that provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 10(c) that are eligible for resale have been sold or may permanently be sold without any restrictions pursuant to Rule 144 promulgated under 144, as determined by the Act; and provided further that counsel to the Company maypursuant to a written opinion letter to such effect, without addressed and acceptable to the consent Company’s transfer agent. Further, in connection with any offering involving an underwriting of shares of the SubscriberCompany’s capital stock pursuant to Section 2(f), withdraw such registration statement before its becoming effective if the Company or other stockholders have elected shall not be required to abandon include any of the proposal to register Investor’s Registrable Securities in such underwriting unless the securities proposed to be registered thereunderInvestors accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the registration statement is being filed for an underwritten public offeringtotal number of securities, the Subscriber must timely execute and deliver the usual and customary agreement among the Companyincluding Registrable Securities, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested stockholders to be included in such registration statementoffering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company will shall be required to include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, offering only that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholderssuch securities, including Registrable Securities, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of and the Company in good faith); (ii) in connection with any financing transaction in respect of which their sole discretion determine will not jeopardize the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer success of the Company, or a research, manufacturing or other commercial collaborator offering. If the underwriters determine that less than all of the CompanyRegistrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in a transaction approved such offering shall be allocated among the selling Investors in proportion (as nearly as practicable to) the number of Registrable Securities owned by the Board of Directors, provided each selling Investor or in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementother proportions as shall mutually be agreed to by all such selling Investors.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber Holders (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber Holders hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber a Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the SubscriberHolder, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber a Holder must timely execute and deliver the usual and customary agreement among the Company, such Subscriber Holder and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber Holders requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber Holders and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board board of Directors directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board Company’s board of Directorsdirectors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If (a) If, at any time during following the Effectiveness Period there is not an effective registration statement covering all Effective Time, the Company proposes to register any shares of the Registrable Company Common Stock under the Securities and the Company shall determine to prepare and file with the SEC Act on a registration statement relating to an on Form S-1, Form S-2 or Form S-3 (or any equivalent general registration form then in effect) for purposes of a primary offering, secondary offering for its own account or combined offering of the account of others under the Act of any of its Company Common Stock, other than an offering of securities issued pursuant the Company shall, at least 14 days prior to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 the date when any such registration statement (each as promulgated under is filed with the Act or their then equivalents relating Commission, give prompt written notice to equity securities the Stockholder of its intention to do so. Such notice shall specify, at a minimum, the number of shares of the Company Common Stock so proposed to be issued solely in connection with registered, the proposed date of filing of such registration statement, any business combination transactionproposed means of distribution of such shares, acquisition any proposed managing underwriter or underwriters of such shares and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. Upon the written direction of the Stockholder, given within seven days following the receipt by the Stockholder of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) such written notice (which direction shall specify the number of such determination and, if within fifteen (15) days after receipt Stockholder Company Shares intended to be disposed of such notice, by the Subscriber shall so request in writingStockholder), the Company shall include in such registration statement all or any part (a "PIGGY-BACK REGISTRATION" and, collectively with a Demand Registration, a "REGISTRATION"), subject to the provisions of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company3.02, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares number of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Stockholder Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot Shares as shall be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included set forth in such registration statement, then notice. (b) In the Company will include in the registration: (i) first, any securities event that the Company proposes to sell, (ii) secondregister shares of the Company Common Stock in connection with an underwritten offering and any managing underwriter thereof reasonably and in good faith shall have advised the Company, any securities holder of any person whose securities are being registered as a result shares of the exercise of Company Common Stock intending to offer such shares in a demand registration rightsecondary offering or combined offering (each, an "OTHER HOLDER") and (iii) thirdthe Stockholder in writing that, that portion of the aggregate number of shares being requested for inclusion in its opinion, including in the registration statement some or all of the Stockholder Company Shares sought to be registered by the Stockholder is reasonably likely to adversely affect the price per share that the Company or any Other Holder will derive from such registration or that the number of shares sought to be registered (Xincluding any shares sought to be registered at the request of the Company and any Other Holder and those sought to be registered by the Stockholder) is a greater number of shares than can reasonably be sold, the Subscriber Company shall include in such registration statement such number of shares as the Company, any Other Holder and the Stockholder are so advised can be sold in such offering without such an effect (Y) all other Rightsholdersthe "MAXIMUM NUMBER"), which as follows and in the opinion following order of such managing underwriters can successfully be soldpriority: FIRST, such number of shares as the Company intended to be taken pro rata from registered and sold by the Rightsholders on Company, and (ii) SECOND, in the basis case of a secondary offering or a combined offering and if and to the total extent that the number of shares being requested to be registered under clause (i) is less than the Maximum Number, such number of shares as the Stockholder and any Other Holder shall have intended to register which, when added to the number of shares to be registered under clause (i), is less than or equal to the Maximum Number; PROVIDED that if such number exceeds the Maximum Number, the shares of the Stockholder and such Other Holders will be excluded on a PRO RATA basis. No securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for inclusion sale or other disposition by the holders of Stockholder Company Shares in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement by each Rightsholder. “Strategic Issuance” in which the Registered Shares were included. (c) No Piggy-Back Registration effected under this Section 3.02 shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction be deemed to have been effected pursuant to Section 3.01 hereof or a “strategic alliance” (as determined by the Board of Directors of shall release the Company in good faith); (ii) in connection with of its obligations to effect any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, Demand Registration upon request as provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementunder Section 3.01 hereof.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansplans (any such registration, a “Piggy-Back Registration”), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registeredregistered (the “Piggy-Back Securities”); provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 10(c) after the Term or that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; and provided further Commission pursuant to the Securities Act or that are the Company may, without the consent subject of the Subscriber, withdraw such registration statement before its becoming a then effective if the Company Registration Statement that is available for resales or other stockholders have elected to abandon the proposal to register the securities proposed dispositions by such Holder or otherwise cease to be registered thereunder. deemed “Registrable Securities.” If the registration statement is being filed for Piggy-Back Registration relates to an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account offering and the managing underwriters advise underwriter of such proposed public offering advises the Company and the Holders in writing that that, in their opinion its reasonable opinion, the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the number of Registrable Shares of the Subscriber Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company or any other security holder would be greater than the total number of securities which can reasonably be sold in the offering without having a material adverse effect on the distribution of such registration statementsecurities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then the Company will include in the registration: (i) in the event the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register, second, the Piggy-Back Securities, in an amount that together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among the Holders of the Piggy-Back Securities on a pro rata basis (based on the number of securities of the Company held by each such Holder), and third, the securities of all other selling security holders, in an amount that together with the securities the Company proposes to register and the Piggy-Back Securities, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder); and (ii) in the event any holder of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the Piggy-Back Securities in an amount that shall not exceed the Maximum Number of Securities (with such amount to be allocated among the Holders of the Piggy-Back Securities on a pro rata basis based on the number of securities of the Company held by each such Holder), second, the securities such initiating security holder proposes to register, in an amount that together with the Piggy-Back Securities, shall not exceed the Maximum Number of Securities, third, the securities of any other selling security holders, in an amount that together with the Piggy-Back Securities and the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder), and fourth, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Companyregister, in a transaction approved by an amount that together with Piggy-Back Securities, the Board securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementSecurities.

Piggy-Back Registrations. If (i) If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to 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 of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber that Holder requests to be registeredregistered (each a “Piggyback Registration”); provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(c) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; SEC pursuant to the Securities Act or that are the subject of a then-effective Registration Statement. (ii) The Company shall cause such Registrable Securities to be included in such Piggyback Registration if so elected by the Holder and provided further that shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company may, without and to permit the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company sale or other stockholders have elected to abandon disposition of such Registrable Securities in accordance with the proposal to register the securities proposed to be registered thereunderintended method(s) of distribution thereof. If the registration statement is being filed Holder proposes to distribute its Registrable Securities through a Piggyback Registration that involves an underwriter or underwriters, then it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for an underwritten public offeringsuch Piggyback Registration, and the Subscriber must timely Holder also agrees to execute and deliver the usual and a customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if so requested by the underwriters with respect Company and/or the underwriter(s), pursuant to which the Holder agrees to customary restrictions on resale of the securities of the Company for a period of 180 days. (iii) If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter advises the Company and the Holder and other Investors or other persons who are holders of any other shares of Common Stock not included which are also “Registrable Securities” under an agreement similar to this Agreement (if any holders of Registrable Securities have elected to include Registrable Securities in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company such Piggyback Registration) in writing that in their its reasonable and good faith opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares number of the Subscriber requested shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration statementor takedown would adversely affect the price per share of the Common Stock to be sold in such offering, then the Company will shall include in the registration: such registration (i) first, any securities the shares of Common Stock that the Company proposes to sell, ; (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, Registrable Securities to be included therein by the Holder; and (iii) third, that portion of such other holders pro rata based on the aggregate number of shares being requested for inclusion in the registration statement Registrable Securities held by such other holders. (Xiv) the Subscriber and (Y) all other Rightsholders, which in the opinion The provisions of such managing underwriters can successfully be sold, such number of shares Section 5 shall apply to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementPiggyback Registration.

Piggy-Back Registrations. If (a) If, at any time during after April 1, 2000, the Effectiveness Period there Company is not an effective registration statement covering all requested pursuant to Section 2.02 to register any of the Registrable Securities and under the Company shall determine to prepare and file with the SEC Securities Act on a registration statement relating to on Form S-1, Form S-2 or Form S-3 (or an offering equivalent general registration form then in effect) for its own account or the account of others under the Act any Holder (a "Registering Shareholder") of any of its Common Stock, other than Registrable Securities (an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans"offering"), then in each such case the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination andshall, if within fifteen (15) not later than 15 days after receipt of notice from the Registering Shareholder, give written notice thereof to each other Holder of Registrable Securities. Upon the written direction of any such noticeHolder of Registrable Securities, given within 10 days of the Subscriber receipt by such Holder of any such written notice (which direction shall so request in writingspecify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall include in such registration statement any or all or any part of such the Registrable Securities then owned by such Subscriber requests Holder requesting such registration (a "Requesting Shareholder"), to the extent necessary to permit the sale or other disposition of the shares constituting such number of Registrable Securities as such Requesting Shareholder shall have so directed the Company to be so registered; provided . Any Requesting Shareholder shall have the right to withdraw such direction by giving written notice to the Company to such effect within ten (10) days after giving such direction. (b) In the event that the Company shall not be required proposes to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under 2.03(a), and any managing underwriter shall advise the Act; Requesting Shareholder or Shareholders and provided further the Registering Shareholders in writing that the Company may, without inclusion in the consent registration statement of some or all of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed Registrable Securities sought to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect Requesting Shareholders creates a significant risk that the price per share that such Requesting Shareholder or Shareholders and such Registering Shareholders will derive from such registration will be adversely affected or that the number of shares or securities sought to be registered (including any shares of Common Stock not included in securities sought to be registered at the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares instance of the Subscriber requested Requesting Shareholder or Shareholders and those sought to be included in such registration statementregistered by non-Requesting Shareholders who are Registering Shareholders) is too large a number to be reasonably sold, then the Company will include in such registration statement such number of shares or securities as the registrationCompany, the Registering Shareholders and the Requesting Shareholders are so advised can be sold in such offering without such an effect (the "Maximum Number"), as follows and in the following order of priority: (i) first, any the number of shares or securities the Company proposes sought to sell, be registered by non-Requesting Shareholders who are Registering Shareholders and (ii) second, any securities of any person whose securities are being registered as a result of if the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in or securities to be registered under clause (i) is less than the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be soldMaximum Number, such shares or securities sought to be registered by such Requesting Shareholder or Shareholders pro rata in proportion to the number of shares or securities sought to be taken pro rata from registered by all the Rightsholders on Requesting Shareholders, which, when added to the basis of the total number of shares being requested for inclusion in Registrable Securities to be registered by Registering Shareholders who are non-Requesting Shareholders, equals the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementMaximum Number.

Piggy-Back Registrations. If at any time during after the Effectiveness Period there is not an effective registration statement covering all expiration of the Registrable Securities and the Company ------------------------ restrictions contained in Section 16 USFloral shall determine to prepare and file with the SEC a registration statement relating to an offering register shares of USFloral Stock for its own account or the account of others under the 1933 Act of any of its Common Stock, (other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-8 or Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities shares of USFloral Stock to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities shares of USFloral Stock issuable in connection with stock option or other employee benefit plans, and other than any "shelf" registration statement relating to securities to be issued by USFloral), then the Company it shall send to each holder of shares of USFloral Stock issued in the Subscriber Merger (together with any other "Registrable Shares") (all such security holders of its Common Stock possessing “piggyback registration rights” comparable and being referred to those granted to the Subscriber hereunder (“Rightsholders”)as "Holders") written notice of such determination anddetermination. If, if within fifteen (15) 15 days after receipt of such notice, the Subscriber such Holder shall so request in writing, the Company then USFloral shall use its best efforts to include in such registration statement all or any part of the Registrable Shares such Registrable Securities such Subscriber Holder requests to be registered; provided , except that the Company shall not be required to register if, in connection with any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent offering involving an underwriting of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed USFloral Stock to be registered thereunder. If the registration statement is being filed for an underwritten public offeringissued by USFloral, the Subscriber must timely execute and deliver managing underwriter shall impose a limitation on the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion of such USFloral Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then USFloral shall be obligated to include in such registration statement only such limited portion of the Registrable Shares with respect to which such Holder has requested inclusion hereunder; provided, however, that USFloral shall not so exclude any Registrable -------- ------- Shares unless it has first excluded all securities to be offered and sold by (X) the Subscriber and (Y) all directors, officers or other Rightsholdersemployees of USFloral or by shareholders who do not have contractual, which incidental rights to include such securities. Except as provided in the opinion previous sentence of this Section 11.6 any exclusion of Registrable Shares shall be made pro rata among the Holders of Registrable --- ---- Shares seeking to include such shares, in proportion to the number of such managing underwriters can successfully be sold, such number of shares sought to be taken pro rata from included by such Holders. The obligations of USFloral under this Section 11.6 may be waived at any time upon the Rightsholders on the basis written consent of Holders of a majority-in-interest of the total number Registrable Shares and shall expire as to each Holder immediately upon all of shares such Holder's Registrable Shares being requested for inclusion capable of sale within a three-month period in accordance with the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance volume and manner-of- sale limitations of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by Rule 144 under the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement1933 Act.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities Securities, or after the Market Price Set Date there is not an effective Registration Statement covering all of the Warrant Shares, and the Company shall determine proposes to prepare register the offer and file with sale of any shares of its Common Stock under the SEC Securities Act (other than a registration statement (i) pursuant to a Registration Statement on Form S-8 ((or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others under one or more stockholders of the Act Company and the form of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities Registration Statement to be issued solely in connection with used may be used for any business combination transactionregistration of Registrable Securities or Warrant Shares, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send give prompt written notice (in any event no later than five days prior to the Subscriber (together with any other filing of such Registration Statement) to the holders of Registrable Securities and Pre-Paid Warrants of its Common Stock possessing “piggyback intention to effect such a registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber or Warrant Shares with respect to which the Company has received written requests to be registeredfor inclusion from the holders of Registrable Securities; provided that provided, however, that, the Company shall not be required to register any Registrable Securities or Warrant Shares pursuant to this Section 10(c) that are eligible for resale have been sold or may permanently be sold without any restrictions pursuant to Rule 144 promulgated under the Act; and provided further that the Company may144, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors counsel to the Company pursuant to a written opinion letter to such effect (based upon such representations of the Company in good faithand the Investor as such counsel may reasonably request); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) , addressed and reasonably acceptable to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement’s transfer agent.

Piggy-Back Registrations. If at any time during within six months after the Effectiveness Period Closing Date there is not an effective registration statement covering all of the Conversion Shares (“Registrable Securities Securities”) and the Company shall determine determines to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form but excluding Forms S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)and similar forms which do not permit such registration, then the Company shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Securities written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Conversion Shares such Registrable Securities such Subscriber holder requests to be registered; , subject to customary underwriter cutbacks applicable to all holders of registration rights and any cutbacks in accordance with guidance provided that by the Securities and Exchange Commission (including, but not limited to, Rule 415). The obligations of the Company shall not be required to register any Registrable Securities pursuant to under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 11.1. The holders whose Conversion Shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement, then . In no event shall the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Conversion Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such Subscriber upon the sale of the Conversion Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 11, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyNASD, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of registrable securities are called "Selling Expenses." The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 11. Selling Expenses in connection with each registration statement under Section 11 shall be borne by the Board holder and will be apportioned among such holders in proportion to the number of DirectorsShares included therein for a holder relative to all the Securities included therein for all selling holders, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementor as all holders may agree.

Piggy-Back Registrations. If at any time during the Effectiveness Period Period, other than any suspension period referred to in Paragraph (3)(f), there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to 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 of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Purchaser written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities not already covered by an effective Registration Statement such Subscriber Purchaser requests to be registered; provided registered provided, however, that (A) if such registration involves an underwritten public offering, the Purchasers requesting the registration must sell their Registrable Securities to the underwriters on the same terms and conditions as apply to the Company shall not be required and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section Paragraph 7 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Registrable Securities, the Company shall give written notice to the Purchasers and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. The Company’s obligations under this Paragraph 7 shall terminate on the date that the Registration Statement to be filed in accordance with this Paragraph 7 is declared effective by the Commission. If a registration pursuant to this Paragraph 7 involves an underwritten public offering and the managing underwriter thereof advises the Company that, in its view, the number of Common Shares proposed to be included in such registration exceeds the largest number of Common Shares that can be sold without having an adverse effect on such public offering (the “Maximum Offering Size”), the Company will include in such registration only that number of Common Shares which does not cause the Maximum Offering Size to be exceeded, in the following order of priorities: (i) first, all securities the Company proposes to sell for its own account, (ii) second, up to the full number of securities proposed to be registered for the account of the holders of securities entitled to inclusion of their securities in the registration statement by reason of demand registration rights, and (iii) third, the securities requested to be registered by other holders of securities entitled to participate in the registration (including the Purchasers pursuant hereto), drawn from them pro-rata based on the number of shares each has requested to be included in such registration. If as a result of the proration provisions of this Paragraph 7, the Purchasers are not entitled to include all such Registrable Securities in such registration, such Purchasers may elect to withdraw their request to include any Registrable Securities in such registration. Notwithstanding the foregoing, the Company shall have no obligations under this Paragraph 7 hereof at any time that such Registrable Securities are the subject of an effective registration statement. Rule 144. Until such time as the Registrable Securities are eligible for resale pursuant to Rule 144 promulgated 144(k) under the Securities Act; and provided further that , the Company may, without agrees with each holder of Registrable Securities to: comply with the consent requirements of Rule 144(c) under the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters Securities Act with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by current public information about the Company, its directors ; to file with the SEC in a timely manner all reports and its officers. If other documents required of the registration Company under the Securities Act and the Exchange Act (at any time it is subject to such reporting requirements); and furnish to any holder of Registrable Securities upon request (i) a written statement is being filed for an underwritten offer and sale by the Company as to its compliance with the requirements of securities for its own account said Rule 144(c) and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares reporting requirements of the Subscriber requested Securities Act and the Exchange Act (at any time it is subject to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sellreporting requirements), (ii) second, any securities of any person whose securities are being registered as a result copy of the exercise most recent annual or quarterly report of a demand registration rightthe Company, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber such other reports and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors documents of the Company in good faith); (ii) in connection with as such holder may reasonably request to avail itself of any financing transaction in respect of which the Company is a borrower; similar rule or (iii) to a vendor, lessor, lender, or customer regulation of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in SEC allowing it to sell any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementsecurities without registration.

Piggy-Back Registrations. If (a) If, at any time during time, and each time, the Effectiveness Period there is not an effective registration statement covering all of Parent determines to register under the Registrable Securities and the Company shall determine to prepare and file Act with the SEC a registration statement relating respect to an offering of its equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into its equity securities, whether for its own account (a “Parent Offering”) or for the account of others under the Act of any of its Common Stockother security holders (a “Stockholder Offering”), or both (other than an offering a Registration Statement (i) relating either to the sale of securities issued to employees of the Parent pursuant to a Strategic Issuance stock option, stock purchase, equity incentive or similar plan on Form S-8, (as defined belowii) and a merger acquisition or other than transaction whereby the Parent files a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansiii) for a dividend reinvestment plan), then the Company shall send Parent will, following the engagement of counsel to the Subscriber (together Parent to prepare the documents to be used in connection with any other such Registration Statement, as soon as practicable before the anticipated initial filing date of such Registration Statement, give written notice to all holders of Registrable Shares of its Common Stock possessing “piggyback registration rights” comparable intention so to those granted do, which notice shall (A) describe the amount and type of securities to be included in such offering, the Subscriber hereunder intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (“Rightsholders”)B) written notice offer to all of the holders of Registrable Shares the opportunity to register the sale of such determination and, if number of Registrable Shares as such holders may request in writing within fifteen five (155) business days after receipt of such noticewritten notice (such Registration a “Piggyback Registration”). Upon the written request of any such holder to register any or all of its Registrable Shares, the Subscriber Parent shall as soon thereafter as practicable, subject to Section 2(c) below, include the Registrable Shares as to which registration shall have been so request requested in writingthe Registration Statement proposed to be filed or filed by the Parent, all to the Company shall include in such registration statement all extent required to permit the sale or any part other disposition by the holder of such Registrable Securities Shares so registered, in accordance with the plan of distribution set forth in such Subscriber requests Registration Statement and shall use its best efforts to be registered; provided that cause the Company shall not be required managing Underwriter or Underwriters of a proposed Underwritten Offering to register any permit the Registrable Securities Shares requested by the Lender pursuant to this Section that are eligible for resale pursuant 2 to Rule 144 promulgated under be included in a Piggyback Registration on the Actsame terms and conditions as any similar securities of the Parent included in such Registration and to permit the sale or other disposition of such Registrable Shares in accordance with the intended method(s) of distribution thereof; and provided further provided, that the Company maynumber of Registrable Shares to be included in the registration shall be no greater than the amount permitted by United States federal law, without the consent state law or other law or Commission rule or policy. If United States federal law, state law or other law or Commission rule or policy requires a limitation of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed number of Registrable Shares to be registered thereunder. under this Section 2 pursuant to any particular Registration Statement, then Registrable Shares shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Shares. (b) If the registration statement Registration of which the Parent gives notice as provided above is being filed for a registered public offering involving an underwritten public offeringunderwriting, the Subscriber must timely execute and deliver Parent shall so advise the usual and customary agreement among holders of Registrable Shares as a part of the Company, written notice given referred to in paragraph (a) above. In such Subscriber and event the underwriters relating right of any holder of Registrable Shares to Registration pursuant to this Section 2 shall be conditioned upon such holder’s participation in such underwriting to the registration including a lock-up agreement if requested by extent provided herein. All holders of Registrable Shares proposing to distribute their securities through such underwriting shall (together with the underwriters with respect to any shares of Common Stock not to be registered by the Parent and shares of Common Stock held by Persons who by virtue of agreements with the Parent are entitled to include shares in such Registration (the “Other Stockholders”)), if so requested by the Underwriter, enter into lockup agreements no more restrictive than the principals of Parent or other holders whose shares are included in the registrationRegistration Statement, on terms no less favorable than those agreed to each in customary form, with the Underwriter or Underwriters selected for underwriting by the Company, its directors Parent and its officersenter into other customary agreements (such as powers of attorney and custody agreements). If any holder of Registrable Shares disapproves of the registration statement is being filed for an underwritten offer and sale terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company of securities for its own account Parent and the managing underwriters advise Underwriter; provided, however, that such withdrawal must be made prior to the Company pricing of such Underwritten Offering. Any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such Registration. No person may participate in writing that in their opinion any Underwritten Offering for equity securities of the offering contemplated Parent pursuant to a Registration initiated by the registration statement cannot Parent hereunder unless such person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Parent and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be successfully completed if reasonably required under the Company were to also register terms of such underwriting arrangements. (c) Notwithstanding any other provision of this Section 2, if, in connection with any Underwritten Offering, the Underwriter determines that the number of Registrable Shares of the Subscriber requested to be included in such registration statementUnderwritten Offering exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”) , then the Company will Parent shall include in such Underwritten Offering: 1) If the registrationregistration is undertaken for the Parent’s account: (iA) first, any the shares of Common Stock or other securities that the Company proposes Parent desires to sell, sell that can be sold without exceeding the Maximum Number of Shares; (iiB) second, any securities to the extent that the Maximum Number of any person whose securities are being registered Shares has not been reached under the foregoing clause (A), the Registrable Shares as a result to which registration has been requested pursuant to this Agreement that can be sold without exceeding the Maximum Number of the exercise of a demand registration right, Shares; and (iiiC) third, to the extent that portion of the aggregate number Maximum Number of shares being requested for inclusion in has not been reached under the registration statement by foregoing clauses (XA) the Subscriber and (Y) all other RightsholdersB), which in the opinion shares of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing Common Stock or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily securities for the purpose account of avoiding compliance other persons that the Parent is obligated to register pursuant to written contractual piggy-back registration rights with this Subscription Agreement.such persons and that can be sold without exceeding the Maximum Number of Shares;

Piggy-Back Registrations. If at any time during after each Closing Date, the Effectiveness Period there is ------------------------ Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Investor) any of its stock or other securities under the Securities Act in connection with the public offering of such securities other than (i) a registration relating solely to the sale of securities to current or former employees, officers, advisors, consultants or directors of the Company or any subsidiary of the Company pursuant to a stock purchase plan or stock option or stock awards approved by the Board of Directors of the Company, (ii) a registration on Form S-4 or any similar successor form or (iii) a registration on any form which does not an effective include substantially the same information as would be required to be included in a registration statement covering all the sale of the Registrable Securities and Securities, the Company shall determine to prepare and file with at such time, give the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Investor written notice of its intention to effect such determination and, if within registration at least fifteen (15) days before the anticipated filing of any such registration statement of the Company. Upon the written request of the Investor given within ten (10) days after receipt giving of such notice, notice by the Subscriber shall so request in writingCompany pursuant to the terms of this Agreement, the Company shall use its best efforts to include in such registration statement all or any part of such the Registrable Securities such Subscriber the Investor requests to be registered. No rights to registration of Registrable Securities under this Section shall be construed to limit any registration otherwise required hereunder. Notwithstanding the foregoing, if the proposed offering under this Section 2(b) is to be effectuated through an underwritten public offering and if the managing underwriter shall advise the Company and the Holders of Registrable Securities in writing that, in its opinion, the inclusion of all of the Registrable Securities could materially adversely affect the offering, then the managing underwriter may elect to exclude all or such portion of such Registrable Securities from such offering; provided that the managing underwriter may only exclude any of the Registrable Securities to the same extent on a pro rata basis, that it excludes securities of other holders. The --- ---- Company shall not be required have the right to register withdraw any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then or to withdraw the Company will include in same after the registration: (i) firstfiling, but prior to the effective date thereof without thereby incurring any securities liability to the Company proposes to sell, (ii) second, any securities holders of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementRegistrable Securities.

Piggy-Back Registrations. (a) If at the Corporation proposes to register any time during Securities under the Effectiveness Period there is not Securities Act (other than by a registration on Form S-4 or Form S-8 or any successor or similar forms or in connection with an effective registration statement covering all employee stock ownership plan, employee stock purchase plan or similar plan designed to facilitate employee ownership of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering Corporation) whether for its own account or for the account of others any other Person, the Corporation will, each such time, give prompt written notice to the Stockholders of its intention to do so and of the Stockholder’s rights under this Section 10. Except as provided in the next sentence, upon written request of the Stockholders made within twenty (20) days after the receipt of any such notice, which request shall specify the Registrable Securities intended to be disposed of by the Stockholders, the Corporation will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Corporation has been so requested to register by the Stockholders, to the extent requisite to permit the disposition of the Registrable Securities to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Corporation proposes to register. If, at any time after giving written notice of its Common Stock, other than an offering intention to register any securities and prior to the effective date of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 the registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely filed in connection with such registration, the Corporation shall determine for any business combination transactionreason either not to register or to delay registration of such Securities, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)the Corporation may, then the Company shall send to the Subscriber (together with any other holders of at its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) election, give written notice of such determination to the Stockholders and, if within fifteen thereupon, (15i) days after receipt in the case of such noticea determination not to register, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part be relieved of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required its obligation to register any of the Stockholder’s Registrable Securities in connection with such registration (but not from its obligation to pay all expenses in connection therewith) and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. The Corporation will pay all Registration Expenses in connection with each registration of Registrable Securities pursuant to this Section that are eligible for resale pursuant 10. The Corporation shall have no obligation to Rule 144 promulgated include Registrable Securities in a registration statement of the Corporation filed on Form S-1 with respect to an initial public offering of the Corporation’s Securities. (b) If the Corporation at any time proposes to register any Securities under the ActSecurities Act as contemplated by Section 10, and such Securities are to be distributed by or through one or more underwriters, the Corporation will, if requested by the Stockholders as provided in Section 10, use its reasonable best efforts to arrange for such underwriters to include all Registrable Securities to be offered and sold by the Stockholders among the securities to be distributed by such underwriters; and provided further provided, however, that the Company may, without Corporation shall have no such obligation unless the consent Stockholder accepts the terms of the Subscriberunderwriting as agreed upon by the Corporation and the underwriters selected by it; provided, withdraw such registration statement before its becoming effective further, that if the Company managing underwriter of such underwritten offering shall inform the Corporation and the Stockholders by written notice of its opinion that inclusion in such distribution of all or other stockholders have elected to abandon the proposal to register the a specified number of such securities proposed to be distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities proposed so to be registered thereunder. If which may be distributed without such effect), then the registration statement is being filed for an underwritten public offeringCorporation may, upon written notice to the Stockholders, reduce (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect), the Subscriber must timely execute and deliver number of Registrable Securities of the usual and customary agreement among Stockholders (other than the CompanyCorporation) proposed to be included so that the resultant aggregate number of such Registrable Securities so included in such registration, such Subscriber and together with the underwriters relating number of Securities to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not be included in the registration, on terms no less favorable than those agreed to by registration for the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested Corporation, shall be equal to the number of shares stated in such managing underwriter’s letter. Any cutback in the number of Registrable Securities of the Stockholders (other than the Corporation) shall be made on a pro rata basis determined by dividing the number of Registrable Securities each such Stockholder elected to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of by the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) Registrable Securities all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares Stockholders elected to be taken pro rata from included in such registration. (c) The rights granted pursuant to this Section 10 shall terminate upon the Rightsholders on the basis earliest of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with 2 years from a “corporate partnering” transaction Qualified Initial Public Offering, or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which such time as the Company is a borrower; or (iiiStockholders can Transfer their Subject Shares pursuant to Rule 144(k) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementSecurities Act.

Piggy-Back Registrations. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Purchasers) any of its Common Shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration on Form S-4 (or similar or successor form)), the Company shall, at any time during such time, promptly give each Holder written notice of such registration. Upon the Effectiveness Period there is not an effective registration statement covering written request of each Holder received by the Company within twenty (20) Trading Days after mailing of such notice by the Company in accordance with Section 10(g), the Company shall use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities and that each such Holder (the "Electing Holders") has requested to be registered. The Company shall determine have no obligation under this Section 4 to prepare and file with the SEC a registration statement relating to an make any offering for its own account or the account of others under the Act of any of its Common Stocksecurities, other than or to complete an offering of its securities issued that it proposes to make. (b) If the Common Shares to be registered in a registration to which this Section 4 applies are to be sold in an underwritten offering, the right of any Electing Holder to include such Electing Holder's Registrable Securities in a registration pursuant to this Section 4 shall be conditioned upon such Electing Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a Strategic Issuance majority in interest of the Holders participating in the underwriting and such Holder) to the extent provided herein. The Company or any other stockholders (not including the Holders) from whom the Company proposes to effect a registration of Common Shares pursuant to this Section 4 ("Other Stockholders"), as defined belowthe Company and such Other Stockholders shall determine, shall select the managing underwriter or underwriters in such underwriting. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the Other Stockholders as provided in Section 6(l)) enter into an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder's ownership of shares and authority to enter into the underwriting agreement and to such Holder's intended method of distribution, and the liability of such Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other than provision of this Section 4, if the underwriter advises the Company that market factors require a Form S-4 or Form S-8 registration statement (each as promulgated under limitation of the Act or their then equivalents relating to equity securities number of shares to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)underwritten, then the Company shall send to the Subscriber (together with any other holders so advise all Holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to which would otherwise be registered; provided that underwritten pursuant hereto, and the Company shall not be required to register any number of shares of Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to may be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot underwriting shall be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registrationallocated as follows: (i) first, any securities among the Company proposes and the Other Stockholders, as they shall determine, until the Company and such Other Stockholders have included in the underwriting all shares they desire to sellbe included, and (ii) secondthereafter, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) among all other RightsholdersElecting Holders that have elected to participate in such underwritten offering, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” proportion (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iiinearly as practicable) to a vendor, lessor, lender, or customer the amount of the Company, or a research, manufacturing or other commercial collaborator of the Company, Registrable Securities each proposes to include in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementunderwritten offering.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plansplans (any such registration, a “Piggy-Back Registration”), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registeredregistered (the “Piggy-Back Securities”); provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 10(d) after the Term or that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; and provided further Commission pursuant to the Securities Act or that are the Company may, without the consent subject of the Subscriber, withdraw such registration statement before its becoming a then effective if the Company Registration Statement that is available for resales or other stockholders have elected to abandon the proposal to register the securities proposed dispositions by such Holder or otherwise cease to be registered thereunder. deemed “Registrable Securities.” If the registration statement is being filed for Piggy-Back Registration relates to an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account offering and the managing underwriters advise underwriter of such proposed public offering advises the Company and the Holders in writing that that, in their opinion its reasonable opinion, the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the number of Registrable Shares of the Subscriber Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company or any other security holder would be greater than the total number of securities which can reasonably be sold in the offering without having a material adverse effect on the distribution of such registration statementsecurities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then the Company will include in the registration: (i) in the event the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities the Company proposes to register, second, the Piggy-Back Securities, in an amount that together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among the Holders of the Piggy-Back Securities on a pro rata basis (based on the number of securities of the Company held by each such Holder), and third, the securities of all other selling security holders, in an amount that together with the securities the Company proposes to register and the Piggy-Back Securities, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder); and (ii) in the event any holder of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the Piggy-Back Securities in an amount that shall not exceed the Maximum Number of Securities (with such amount to be allocated among the Holders of the Piggy-Back Securities on a pro rata basis (based on the number of securities of the Company held by each such Holder), second, the securities such initiating security holder proposes to register, in an amount that together with the Piggy-Back Securities, shall not exceed the Maximum Number of Securities, third, the securities of any other selling security holders, in an amount that together with the Piggy-Back Securities and the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder), and fourth, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Companyregister, in a transaction approved by an amount that together with Piggy-Back Securities, the Board securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementSecurities.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (the “Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares Securities of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders each holder of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Registrable Securities written notice of such determination and, if within fifteen fourteen (1514) days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(b) that are eligible for resale sale pursuant to Rule 144 promulgated under 144(k) of the Act; Commission. Any registration statement referred to in this Section 6(b) may be withdrawn at any time by the Company. The Holders acknowledge and provided further agree that in connection with any such underwritten sale of their shares, the Company maywill be compelled to de-register such shares under any then-effective Registration Statement covering the resale of such shares. The number of Registrable Securities to be included in such a registration may be reduced or eliminated if and to the extent, without in the consent case of an underwritten offering, the managing underwriter shall render to the Company its opinion that such inclusion would materially jeopardize the successful marketing of the Subscriber, withdraw such registration statement before its becoming effective if securities (including the Company or other stockholders have elected to abandon the proposal to register the securities Registrable Securities) proposed to be registered thereunder. If sold therein; provided, however, that such number of shares of Registrable Securities shall not be reduced by a proportion greater than that enforced against all the shares included in the registration statement pursuant to permitted requests by directors of the Company and its significant stockholders; i.e., greater than 10% stockholders. In the event that the number of Registrable Securities to be included in a registration is being filed for an underwritten public offeringto be reduced as provided above, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating within 10 Business Days after receipt by each Holder proposing to sell Registrable Securities pursuant to the registration including a lock-up agreement if requested registered offering of the opinion of such managing underwriter, all such Selling Holders may allocate among themselves the number of shares of such Registrable Securities which such opinion states may be distributed without adversely affecting the distribution of the securities covered by the underwriters Registration Statement, and if such Holders are unable to agree among themselves with respect to such allocation, such allocation shall be made in proportion to the respective numbers of shares specified in their respective written requests. Notwithstanding anything to the contrary contained in Section 3 and this Section 6(b), in the event that there is a firm underwriting commitment offer of securities of the Company pursuant to a Registration Statement covering Registrable Securities, regardless whether the Holder elects to participate in such offering, each Holder 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 not included during the period of distribution of the Company's securities by such underwriters, which period shall be specified in the registration, on terms no less favorable than those agreed to writing by the Companyunderwriters, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement canshall not be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, exceed any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, period during which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors management of the Company in good faith); (ii) in connection with any financing transaction in respect and others are similarly prohibited from disposing of which shares of Common Stock, and shall not exceed 180 days following the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer date of effectiveness under the Securities Act of the Registration Statement relating thereto. If Stratum and its Affiliates beneficially own less than 5% of the outstanding shares of Common Stock of the Company, or a research, manufacturing or other commercial collaborator the lockup period described in the immediately preceding sentence will be waived by the Company and the obligation of the Company, Company to maintain effectiveness the Registration Statement as provided by Section 2 will terminate. No Holder may participate in a transaction any Underwritten Offering hereunder unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting agreements approved by the Board Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of Directorsattorney, provided in any caseindemnities, that underwriting agreements and other documents required under the terms of such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementarrangements.

Piggy-Back Registrations. If at any time during until forty-eight months after the Effectiveness Period Closing Date there is not an effective registration statement covering all of the Incentive Shares, Interest Shares, and Ordinary Shares issued and issuable upon conversion of the Debentures or paid as interest on the Debentures (collectively such Ordinary Shares are the “Registrable Securities Securities”) and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the 1933 Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to excluding a Strategic Issuance (as defined below) and other than a registration statement on Form S-4 or Form S-8 registration statement (each as promulgated under the Act 1▇▇▇ ▇▇▇) or their its then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity equivalent form or business on Form S-8 or equity securities issuable in connection with stock option or other employee benefit plans)its then equivalent form, then the Company shall send to each Purchaser of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Registrable Securities written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such the Registrable Securities such Subscriber Purchaser requests to be registered; provided that , subject to customary underwriter cutbacks applicable to all holders of registration rights. The obligations of the Company shall not under this Section may be required to register waived by any holder of any of the Registrable Securities pursuant entitled to registration rights under this Section that 4.20. The Purchasers whose Registrable Securities are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement. Notwithstanding anything to the contrary herein, then the Company will include in registration rights granted hereunder to the registration: (iholders of Registrable Securities shall not be applicable for such times as such Registrable Securities may be sold by the holder thereof without restriction pursuant to Section 144(b)(1) first, any securities of the Company proposes to sell, (ii) second, any securities 1933 Act without volume limitations. In no event shall the liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Registrable Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Registrable Securities included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such holder upon the sale of the Registrable Securities sold pursuant to such registration statement or such lesser amount applicable to other holders of securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 4.20, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyNASD or FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 4.20. Selling Expenses in connection with each registration statement under Section 4.20 shall be borne by the Board holder and will be apportioned among such holders in proportion to the amount of DirectorsRegistrable Securities included therein for a holder relative to all the Securities included therein for all selling holders, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementor as all holders may agree.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 6(d) that are eligible for resale without restriction or limitation pursuant to Rule 144 promulgated under the Act; and provided further Securities Act or that are the subject of a then effective Registration Statement. If an underwriter advises the Company that the Company maydollar amount or number of shares of Registrable Securities which the Holders desire to sell, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or taken together with all other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by or other securities which the Company of securities for its own account desires to sell and the managing underwriters advise shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders of the Company in writing who desire to sell, exceeds the maximum dollar amount or maximum number of shares that in their opinion the offering contemplated by the registration statement cannot can be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included sold in such registration statementoffering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company will shall include in the such registration: (i) first, any securities the Company proposes Registrable Securities as to sell, which registration has been requested by the Holders (in the order set forth in Section 2(b)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, any to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of any person whose securities are being registered as a result of the exercise of a demand registration right, and Shares; (iii) third, to the extent that portion the Maximum Number of Shares have not been reached under the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: foregoing clauses (i) in connection and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with a “corporate partnering” transaction or a “strategic alliance” such persons, pro rata, and that can be sold without exceeding the Maximum Number of Shares; and (as determined by iv) fourth, to the Board extent that the Maximum Number of Directors Shares have not been reached under the foregoing clauses (i), (ii), and (iii), securities that other security holders of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) desire to a vendorsell, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any casepro rata, that such issuance is not being made primarily for can be sold without exceeding the purpose Maximum Number of avoiding compliance with this Subscription AgreementShares.

Piggy-Back Registrations. (a) If the Company at any time during after, and no earlier than, nine months after the Effectiveness Period there is not Company receiving an effective aggregate of no less than $10,000,000 in cash in a single transaction or a series of related transactions exempt from the registration statement covering all requirements of the Registrable Securities and Act at a time when its equity securities are registered under Section 12 of the Company shall determine Exchange Act, proposes to prepare and file with register under the SEC a registration statement relating to an offering Securities Act any of its securities, whether for its own account or for the account of others under other security holders or both (except with respect to registration statements on Forms ▇-▇, ▇-▇ or any successor to such forms or another form not available for registering the Act of Registrable Shares for sale to the public or any of its Common Stock, other than an offering of registration statement including only securities issued pursuant to a Strategic Issuance (dividend reinvestment plan), each such time it will promptly give written notice to all holders of Registrable Shares of its intention so to do. Upon the written request of any such holder, received by the Company within 20 days after the giving of any such notice by the Company, to register any or all of its Registrable Shares, the Company will use its best efforts to cause the Registrable Shares as defined below) and other than a Form S-4 or Form S-8 to which registration statement (each as promulgated under shall have been so requested to be included in the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transactioncovered by the registration statement proposed to be filed by the Company, acquisition of any entity or business or equity securities issuable in connection with stock option all to the extent requisite to permit the sale or other employee benefit plans), then disposition by the holder (in accordance with its written request) of such Registrable Shares so registered. The Company shall send be obligated to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part only such limited portion of Registrable Shares with respect to which such Registrable Securities such Subscriber requests to be registered; holder has requested inclusion hereunder. (b) If the registration of which the Company gives notice as provided that above is for a registered public offering involving an underwriting, the Company shall not be required to register any so advise the holders of Registrable Securities Shares as a part of the written notice given pursuant to this Section that are eligible for resale 2. In such event the right of any holder of Registrable Shares to registration pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw this Section 2 shall be conditioned upon such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, holder’s participation in such Subscriber and the underwriters relating underwriting to the registration including a lock-up agreement if requested by extent provided herein. All holders of Registrable Shares proposing to distribute their securities through such underwriting shall (together with the underwriters with respect to any shares of Common Stock not included 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 (the registration, on terms no less favorable than those agreed to “Other Shareholders”)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company, its directors and its officers. If any holder of Registrable Shares disapproves of the terms of any such underwriting, that holder may elect to withdraw therefrom by timely written notice to the Company and the underwriter. Any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) Notwithstanding any other provision of this Section 2, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten or if the Commission imposes such a limitation, such limitation will be imposed pro rata with respect to all securities whose holders have a contractual, incidental (“Piggy-Back”) right to include such securities in the registration statement is being filed for an underwritten offer and sale by as to which inclusion has been requested pursuant to such right, provided, however, that no such reduction shall reduce the Company number of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated held by the registration statement cannot be successfully completed if the Company were to also register the holders of Registrable Shares of the Subscriber requested proposing to distribute their securities through such underwriting if any securities are to be included in such registration statement, then underwriting for the account of any Person other than the Company will include in or holders of Registrable Shares other than a holder exercising a demand or required registration right. (d) Notwithstanding the registration: (i) firstforegoing provisions, any securities the Company proposes to sell, (ii) second, may withdraw any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) referred to in this Section 2 without thereby incurring any liability to the Subscriber and (Y) all other Rightsholders, which in the opinion holders of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementRegistrable Shares.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registeredregistered (a “Piggyback Registration”); provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 3.13 that are eligible for resale pursuant to Rule 144 promulgated under (without the Act; and provided further that requirement for the Company mayto be in compliance with current public information under Rule 144 and without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act (assuming that such securities and any securities issuable upon exercise, without the consent conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Subscriber, withdraw such registration statement before its becoming effective if Company. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company or other stockholders and the managing underwriter advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to abandon include Registrable Securities in such Piggyback Registration) in writing that in its opinion the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any number of shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock reasonably expected to be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration statementwould adversely affect the price per share of the Common Stock to be sold in such offering, then the Company will shall include in the registration: such registration (i) first, any securities the number of shares of Common Stock that the Company proposes to sell, and (ii) second, any securities of any person whose securities are being registered as a result of to the exercise of a demand registration rightextent applicable, and (iii) third, that portion of the aggregate number of shares being of Common Stock requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken included therein by holders of Registrable Securities, allocated pro rata from the Rightsholders among all such holders on the basis of the total number of shares being requested for inclusion in the registration statement Registrable Securities owned by each Rightsholdersuch holder or in such manner as they may otherwise agree. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors A Registration Statement filed on behalf of the Company in good faith); (ii) in connection with any financing transaction in respect of which Holders pursuant to Section 1.2 shall not be subject to the Company is a borrower; or (iii) limitations applicable to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementan underwritten offering.

Piggy-Back Registrations. (i) If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Purchaser written notice of such determination and, if within fifteen (15) days five Trading Days after receipt of such notice, the Subscriber such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber holder requests to be registered; provided registered (the "Piggyback Registration"). The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected. (ii) In a Piggyback Registration, if the managing underwriter advises the Company that, in its view, the number of Registrable Securities that the Company shall not be required and all Purchasers propose to register any include in such registration exceeds the largest number of Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under can be sold without having an adverse effect on such offering, including the Act; and provided further that price at which such Registrable Securities can be sold (the "PIGGYBACK MAXIMUM OFFERING SIZE"), the Company mayshall include in such registration, without in the consent following priority, up to the Piggyback Maximum Offering Size: 1. first, such number of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities Registrable Securities proposed to be registered thereunder. If offered for the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among account of the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock any, as would not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion cause the offering contemplated by to exceed the registration statement cannot be successfully completed if the Company were to also register the Piggyback Maximum Offering Size, 2. second, all Registrable Shares of the Subscriber Securities requested to be included in such registration statementoffering by any Purchasers pursuant to this Section 6(f) (the Registrable Securities allocated, then if necessary for the Company will include in offering not to exceed the registration: (i) firstPiggyback Maximum Offering Size, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from among the Rightsholders Purchasers on the basis of the total relative number of shares being Registrable Securities so requested for inclusion to be included in the registration statement such offering by each RightsholderPurchaser). 3. “Strategic Issuance” shall mean an issuance third, any securities proposed to be registered for the account of securities: (i) in connection any other Persons, with a “corporate partnering” transaction or a “strategic alliance” (such priorities among them as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementshall determine.

Piggy-Back Registrations. (i) If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Purchaser written notice of such determination and, if within fifteen (15) days five Trading Days after receipt of such notice, the Subscriber such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber holder requests to be registered; provided registered (the "Piggyback Registration"). The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected. (ii) In a Piggyback Registration, if the managing underwriter advises the Company that, in its view, the number of Registrable Securities that the Company shall not be required and all Purchasers propose to register any include in such registration exceeds the largest number of Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under can be sold without having an adverse effect on such offering, including the Act; and provided further that price at which such Registrable Securities can be sold (the "Piggyback Maximum Offering Size"), the Company mayshall include in such registration, without in the consent following priority, up to the Piggyback Maximum Offering Size: 1. first, such number of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities Registrable Securities proposed to be registered thereunder. If offered for the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among account of the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock any, as would not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion cause the offering contemplated by to exceed the registration statement cannot be successfully completed if the Company were to also register the Piggyback Maximum Offering Size, 2. second, all Registrable Shares of the Subscriber Securities requested to be included in such registration statementoffering by any Purchasers pursuant to this Section 6(f) (the Registrable Securities allocated, then if necessary for the Company will include in offering not to exceed the registration: (i) firstPiggyback Maximum Offering Size, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from among the Rightsholders Purchasers on the basis of the total relative number of shares being Registrable Securities so requested for inclusion to be included in the registration statement such offering by each RightsholderPurchaser). 3. “Strategic Issuance” shall mean an issuance third, any securities proposed to be registered for the account of securities: (i) in connection any other Persons, with a “corporate partnering” transaction or a “strategic alliance” (such priorities among them as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementshall determine.

Piggy-Back Registrations. If (a) If, at any time during commencing after the Effectiveness Period there is not an effective registration statement covering all expiration of the Registrable Securities and Lock-Up Period, the Company shall determine propose to prepare register under the Securities Act (other than pursuant to Sections 3 and file with the SEC a registration statement relating to an offering 4 of this Agreement) any of its securities, whether for its own account or for the account of others under the Act of any of its Common Stockother security holders, or both (other than an offering a registration statement relating either to the sale of securities issued to employees of the Company pursuant to a Strategic Issuance (stock option, stock purchase or similar plan, a Rule 145 transaction or a registration on any form which does not include substantially similar information as defined below) and other than would be required to be included in a Form S-4 or Form S-8 registration statement (each as promulgated under covering the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition sale of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansRegistrable Shares), then the Company shall send will, promptly following the engagement of counsel to the Subscriber (together Company to prepare the documents to be used in connection with any other such registration statement, give written notice to all holders of Registrable Shares of its Common Stock possessing “piggyback intention so to do. Upon the written request of any such holder, received by the Company within ten (10) business days after the receipt of any such notice by such holder, to register any or all of its Registrable Shares, the Company will, subject to Section 2(c) below, use its reasonable efforts to cause the Registrable Shares as to which registration rights” comparable shall have been so requested to those granted be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the Subscriber hereunder (“Rightsholders”)) written notice extent requisite to permit the sale or other disposition by the holder of such determination andRegistrable Shares so registered, if in accordance with the plan of distribution set forth in such registration statement. If no request for inclusion from a holder is received within fifteen the specified time, such holder shall have no further right to participate in such piggyback registration. (15b) days after receipt If the registration of such notice, which the Subscriber shall so request in writingCompany gives notice as provided above is for a registered public offering involving an underwriting, the Company shall include in such registration statement all or any so advise the holders of Registrable Shares as a part of the written notice given referred to in paragraph (a) above. In such event the right of any holder of Registrable Securities such Subscriber requests Shares to be registered; provided that the Company shall not be required to register any Registrable Securities registration pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw 2 shall be conditioned upon such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, holder’s participation in such Subscriber and the underwriters relating underwriting to the registration including a lock-up agreement if requested by extent provided herein. All holders of Registrable Shares proposing to distribute their securities through such underwriting shall (together with the underwriters with respect to any shares of Common Stock not included 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 (the registration, on terms no less favorable than those agreed to “Other Shareholders”)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company, its directors and its officers. If any holder of Registrable Shares disapproves of the registration statement is being filed for an underwritten offer and sale terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company of securities for its own account and the managing underwriters advise underwriter; provided, however that such withdrawal must be made prior to the Company in writing that in their opinion the offering contemplated by the registration statement cannot pricing of such underwritten offering. Any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be successfully completed withdrawn from such registration. (c) Notwithstanding any other provision of this Section 2, if the Company were underwriter determines that marketing factors require a limitation on the number of shares to also register be underwritten, the underwriter may exclude all Registrable Shares from, or limit the number of the Subscriber Registrable Shares to be included in, such registration and underwriting that would otherwise be underwritten pursuant to this Section 2, provided that all other securities requested to be included in such registration statement, then other than securities being registered on behalf of the Company will include in or on behalf of the registration: (i) first, any securities holder thereof who had the right to require the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in file the registration statement by (X) in question, shall be excluded first. The Company shall so advise in writing all holders of securities requesting registration of any limitations on the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from underwritten and the Rightsholders on the basis of the total number of shares being requested for inclusion of securities that are entitled to be included in the registration and the Company shall be obligated to include in such registration statement by each Rightsholderonly such limited portion (which may be none) of the Registrable Shares as the managing underwriter determines in good faith. If the managing underwriter determines that marketing factors require a limitation on the number of Registrable Shares to be registered under this Section 2, then Registrable Shares shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Shares, subject to any rights of third parties which are senior to the rights of the holders of Registrable Securities. No “Strategic Issuancepiggy-back” right under this Section 2 shall mean an issuance be construed to limit any registration required under Section 3. (d) Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2 without thereby incurring any liability to the holders of securities: Registrable Shares. (e) Notwithstanding anything to the contrary herein, Registrable Shares which are (i) in connection with a “corporate partnering” transaction subject to any lock-up, including during the Lock-Up Period, or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) covered by an effective registration statement on Form F-3 will not be entitled to the registration rights set forth in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementSection 2.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber Holders (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber Holders hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber a Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 144(k) promulgated under the Act; and provided further that the Company may, without the consent of the SubscriberHolder, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber a Holder must timely execute and deliver the usual and customary agreement among the Company, such Subscriber Holder and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber Holders requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber Holders and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If (a) If, at any time during commencing after the Effectiveness Period there is not an effective registration statement covering all expiration of the Registrable Securities and Lock-Up Period, the Company shall determine propose to prepare register under the Securities Act (other than pursuant to Sections 3 and file with the SEC a registration statement relating to an offering 4 of this Agreement) any of its securities, whether for its own account or for the account of others under the Act of any of its Common Stockother security holders, or both (other than an offering a registration statement relating either to the sale of securities issued to employees of the Company pursuant to a Strategic Issuance (stock option, stock purchase or similar plan, a Rule 145 transaction or a registration on any form which does not include substantially similar information as defined below) and other than would be required to be included in a Form S-4 or Form S-8 registration statement (each as promulgated under covering the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition sale of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansRegistrable Shares), then the Company shall send will, promptly following the engagement of counsel to the Subscriber (together Company to prepare the documents to be used in connection with any other such registration statement, give written notice to all holders of Registrable Shares of its Common Stock possessing “piggyback intention so to do. Upon the written request of any such holder, received by the Company within ten (10) business days after the receipt of any such notice by such holder, to register any or all of its Registrable Shares, the Company will, subject to Section 2(c) below, use its reasonable efforts to cause the Registrable Shares as to which registration rights” comparable shall have been so requested to those granted be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the Subscriber hereunder (“Rightsholders”)) written notice extent requisite to permit the sale or other disposition by the holder of such determination andRegistrable Shares so registered, if in accordance with the plan of distribution set forth in such registration statement. If no request for inclusion from a holder is received within fifteen the specified time, such holder shall have no further right to participate in such piggyback registration. (15b) days after receipt If the registration of such notice, which the Subscriber shall so request in writingCompany gives notice as provided above is for a registered public offering involving an underwriting, the Company shall include in such registration statement all or any so advise the holders of Registrable Shares as a part of the written notice given referred to in paragraph (a) above. In such event the right of any holder of Registrable Securities such Subscriber requests Shares to be registered; provided that the Company shall not be required to register any Registrable Securities registration pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw 2 shall be conditioned upon such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, holder’s participation in such Subscriber and the underwriters relating underwriting to the registration including a lock-up agreement if requested by extent provided herein. All holders of Registrable Shares proposing to distribute their securities through such underwriting shall (together with the underwriters with respect to any shares of Common Stock not included 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 (the registration, on terms no less favorable than those agreed to “Other Shareholders”)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company, its directors and its officers. If any holder of Registrable Shares disapproves of the registration statement is being filed for an underwritten offer and sale terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company of securities for its own account and the managing underwriters advise underwriter; provided, however that such withdrawal must be made prior to the Company in writing that in their opinion the offering contemplated by the registration statement cannot pricing of such underwritten offering. Any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be successfully completed withdrawn from such registration. (c) Notwithstanding any other provision of this Section 2, if the Company were underwriter determines that marketing factors require a limitation on the number of shares to also register be underwritten, the underwriter may exclude all Registrable Shares from, or limit the number of the Subscriber Registrable Shares to be included in, such registration and underwriting that would otherwise be underwritten pursuant to this Section 2, provided that all other securities requested to be included in such registration statement, then other than securities being registered on behalf of the Company will include in or on behalf of the registration: (i) first, any securities holder thereof who had the right to require the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in file the registration statement by (X) in question, shall be excluded first. The Company shall so advise in writing all holders of securities requesting registration of any limitations on the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from underwritten and the Rightsholders on the basis of the total number of shares being requested for inclusion of securities that are entitled to be included in the registration and the Company shall be obligated to include in such registration statement by each Rightsholderonly such limited portion (which may be none) of the Registrable Shares as the managing underwriter determines in good faith. If the managing underwriter determines that marketing factors require a limitation on the number of Registrable Shares to be registered under this Section 2, then Registrable Shares shall be excluded in such manner that the securities to be sold shall be allocated among the selling holders pro rata based on their ownership of Registrable Shares, subject to any rights of third parties which are senior to the rights of the holders of Registrable Shares. No “Strategic Issuancepiggy-back” right under this Section 2 shall mean an issuance be construed to limit any registration required under Section 3. (d) Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 2 without thereby incurring any liability to the holders of securities: Registrable Shares. (e) Notwithstanding anything to the contrary herein, Registrable Shares which are (i) in connection with a “corporate partnering” transaction subject to any lock-up, including during the Lock-Up Period, or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) covered by an effective registration statement on Form F-3 will not be entitled to the registration rights set forth in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementSection 2.

Piggy-Back Registrations. (i) If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Purchaser written notice of such determination and, if within fifteen (15) days five Trading Days after receipt of such notice, the Subscriber such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber holder requests to be registered; provided registered (the “Piggyback Registration”). The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected. (ii) In a Piggyback Registration, if the managing underwriter advises the Company that, in its view, the number of Registrable Securities that the Company shall not be required and all Purchasers propose to register any include in such registration exceeds the largest number of Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under can be sold without having an adverse effect on such offering, including the Act; and provided further that price at which such Registrable Securities can be sold (the “Piggyback Maximum Offering Size”), the Company mayshall include in such registration, without in the consent following priority, up to the Piggyback Maximum Offering Size: 1. first, such number of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities Registrable Securities proposed to be registered thereunder. If offered for the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among account of the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock any, as would not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion cause the offering contemplated by to exceed the registration statement cannot be successfully completed if the Company were to also register the Piggyback Maximum Offering Size, 2. second, all Registrable Shares of the Subscriber Securities requested to be included in such registration statementoffering by any Purchasers pursuant to this Section 6(f) (the Registrable Securities allocated, then if necessary for the Company will include in offering not to exceed the registration: (i) firstPiggyback Maximum Offering Size, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from among the Rightsholders Purchasers on the basis of the total relative number of shares being Registrable Securities so requested for inclusion to be included in the registration statement such offering by each RightsholderPurchaser). 3. “Strategic Issuance” shall mean an issuance third, any securities proposed to be registered for the account of securities: (i) in connection any other Persons, with a “corporate partnering” transaction or a “strategic alliance” (such priorities among them as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementshall determine.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 144(k) promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)plans or on any other registration statement form that does not permit sale of the Registrable Securities, then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Purchaser written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber that the Purchaser requests to be registered; provided provided, however, that the Company shall not be required to register or maintain the registration of any Registrable Securities pursuant to this Section 7.1 that are eligible for resale sale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent 144(k) of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunderSecurities Act. If the Purchaser decides not to include all of its Registrable Securities in any registration statement is being filed for by the Company, the Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. In the case of an underwritten public offering, if the Subscriber must timely execute and deliver managing underwriter(s) should reasonably object to the usual and customary agreement among inclusion of the Registrable Securities in such registration statement, then if the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters after consultation with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise underwriter, should reasonably determine that the Company in writing that in their opinion inclusion of such Registrable Securities would materially adversely affect the offering contemplated by the in such registration statement, and based on such determination recommends inclusion in such registration statement cannot of fewer or none of the Registrable Securities of the Purchaser, then (x) the number of Registrable Securities of the Purchaser included in such registration statement shall be successfully completed reduced if the Company were to also register after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Shares Securities of the Subscriber requested to Purchaser shall be included in such registration statement, then if the Company will include in after consultation with the registration: (iunderwriter(s) first, any securities recommends the Company proposes to sell, (ii) second, any securities inclusion of any person whose none of such Registrable Securities. If securities are being registered offered for the account of other Persons or entities as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (well as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, Purchaser's Registrable Securities shall not be reduced to accommodate any of the securities of such other Persons or a researchentities (other than the Company). Additionally, manufacturing or other commercial collaborator in the case of an underwritten public offering, the right of the Purchaser to include any Registrable Securities in such registration statement shall be conditioned upon the Purchaser's participation in such underwriting and the inclusion of the Registrable Securities with respect to which registration is requested in the underwriting. The Purchaser shall, together with the Company, enter into an underwriting agreement in a transaction approved customary form with the representative of the underwriter or underwriters selected by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementCompany.

Piggy-Back Registrations. If at any time during after the Effectiveness Period there is not an effective registration statement covering all expiration of the Registrable Securities and the Company ------------------------ restrictions contained in Section 16 USFloral shall determine to prepare and file with the SEC a registration statement relating to an offering register shares of USFloral Stock for its own account or the account of others under the Securities Act of any of its Common Stock1933, as amended (the "Securities Act") (other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-8 or Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities shares of Common Stock to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities shares of Common Stock issuable in connection with stock option or other employee benefit plans, and other than any "shelf" registration statement relating to securities to be issued by the Company), then the Company it shall send to each holder of shares of USFloral Stock issued in the Subscriber Merger (together with any other "Registrable Shares") (all such security holders of its Common Stock possessing “piggyback registration rights” comparable and being referred to those granted to the Subscriber hereunder (“Rightsholders”)as "Holders") written notice of such determination anddetermination. If, if within fifteen (15) 15 days after receipt of such notice, the Subscriber such Holder shall so request in writing, the Company then USFloral shall use its best efforts to include in such registration statement all or any part of the Registrable Shares such Registrable Securities such Subscriber Holder requests to be registered; provided , except that the Company shall not be required to register if, in connection with any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent offering involving an underwriting of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed USFloral Stock to be registered thereunder. If the registration statement is being filed for an underwritten public offeringissued by USFloral, the Subscriber must timely execute and deliver managing underwriter shall impose a limitation on the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion of such USFloral Stock which may be included in the registration statement by (X) the Subscriber and (Y) all other Rightsholdersbecause, which in the opinion of such managing underwriters can successfully be soldits judgment, such number limitation is necessary to effect an orderly public distribution, then USFloral shall be obligated to include in such registration statement only such limited portion of shares the Registrable Shares with respect to which such Holder has requested inclusion hereunder; provided, however, that the -------- ------- Company shall not so exclude any Registrable Shares unless it has first excluded all securities to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement offered and sold by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction directors, officers or a “strategic alliance” (as determined by the Board of Directors other employees of the Company or by shareholders who do not have contractual, incidental rights to include such securities. Except as provided in good faith); (ii) the previous sentence of this Section 11.4, any exclusion of Registrable Shares shall be made pro rata among --- ---- all holders of USFloral stock having registration rights seeking to include such shares, in connection with any financing transaction in respect proportion to the number of which such shares sought to be included by such Holders. The obligations of the Company is under this Section 11.4 may be waived at any time upon the written consent of Holders of a borrower; or (iii) to a vendor, lessor, lender, or customer majority-in-interest of the Company, or Registrable Shares and shall expire as to each Holder immediately upon all of such Holder's Registrable Shares being capable of sale within a research, manufacturing or other commercial collaborator three-month period in accordance with the volume and manner-of- sale limitations of Rule 144 under the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementSecurities Act.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an any underwritten offering of securities issued pursuant to by the Company for its own account or on a Strategic Issuance (as defined below) and other than a registration statement on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registeredregistered (a “Piggyback Registration”); provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(c) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; and provided further Commission pursuant to the Securities Act or that are the Company may, without the consent subject of a then effective Registration Statement that is available for resales or other dispositions by such Holder. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the SubscriberCompany’s securities, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares number of the Subscriber securities requested to be included in such registration statementexceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, then the Company will include in such registration a pro rata share of such Registrable Securities requested to be included in such Piggyback Registration as calculated by dividing the registration: (i) first, any securities number of such Registrable Securities requested to be included in such Piggyback Registration by the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result number of the exercise Company’s securities requested to be included in such Piggyback Registration by all selling security holders. Notwithstanding the foregoing, if, at any time after giving a notice of a demand registration right, Piggyback Registration and (iii) third, that portion prior to the effective date of the aggregate number of shares being requested for inclusion in the registration statement by (X) filed in connection with such Piggyback Registration, the Subscriber and (Y) all other Rightsholders, which in the opinion Company shall determine for any reason not to register or to delay registration of such managing underwriters can successfully be soldsecurities, the Company may, at its election, give written notice of such number determination to each Holder of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any such Registrable Securities in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); such Piggyback Registration, and (ii) in connection with the case of a determination to delay registering, shall be permitted to delay registering any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily Registrable Securities for the purpose of avoiding compliance with this Subscription Agreementsame period as the delay in registering such other securities.

Piggy-Back Registrations. If at any time during after the Effectiveness Period Required Effective Date when there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company which cannot be sold pursuant to Rule 144, Ortec shall determine to prepare and file with the SEC Commission a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company Ortec shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination and, if within fifteen ten (1510) days after receipt of such notice, the Subscriber any such Holder shall so request in writing, (which request shall specify the Company Registrable Securities intended to be disposed of by such Holder), Ortec will cause the registration under the Securities Act of all Registrable Securities which Ortec has been so requested to register by the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, Ortec shall determine for any reason not to register or to delay registration of such securities, Ortec may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 12.6 for the same period as the delay in registering such other securities. Ortec shall include in such registration statement Registration Statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that . In the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent case of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, if the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating managing underwriter(s) or underwriter(s) should reasonably object to the registration including a lock-up agreement inclusion of the Registrable Securities in such Registration Statement, then if requested by the underwriters Ortec after consultation with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise underwriter or the Company in writing underwriter(s) should reasonably determine that in their opinion the inclusion of such Registrable Securities would materially adversely affect the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register in such Registration Statement, and based on such determination recommends inclusion in such Registration Statement of fewer or none of the Registrable Shares Securities, then (x) the number of Registrable Securities included in such Registration Statement shall be reduced pro-rata among such Registrable Securities (based upon the Subscriber number of Registrable Securities requested to be included in the Registration Statement), if Ortec after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities shall be included in such registration statementRegistration Statement, then if Ortec after consultation with the Company will include in underwriter(s) recommends the registration: (i) firstinclusion of none of such Registrable Securities; provided, any securities the Company proposes to sellhowever, (ii) second, any securities of any person whose that if securities are being registered offered for the account of other persons or entities as well as Ortec, such reduction shall not represent a result greater fraction of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares Registrable Securities intended to be taken pro rata from offered than the Rightsholders fraction of similar reductions imposed on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: such other persons or entities (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faithother than Ortec); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement.

Piggy-Back Registrations. (a) If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine Corel intends to prepare and file with the SEC a registration statement relating to an offering for on its own account behalf or the account of others under the Act on behalf of any of its Common Stock, other than an securityholders a registration statement under the Securities Act in connection with a public offering of any securities issued pursuant to a Strategic Issuance of Corel (as defined below) and other than a registration statement on Form S-4 S-8 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansS-4), then the Company Corel shall send give written notice (an "Intended Offering Notice") of such intention to each Holder at least 20 business days prior to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice anticipated filing date of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber registration statement. Such Intended Offering Notice shall so request in writing, the Company shall offer to include in such registration statement all for offer to the public such number or any part amount of such Registrable Securities as each such Subscriber requests Holder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered; provided that , the Company shall not be required proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by Corel of the proposed maximum offering price of such securities, as such price is proposed to register any appear on the facing page of such registration statement. Any Holder desiring to have Registrable Securities included in such registration statement and offered to the public shall so advise Corel in writing (the written notice of any such Holder being a "Piggy-back Notice") not later than 7 business days after Corel's delivery to such Holder of the Intended Offering Notice, setting forth the number of Registrable Securities that such Holder desires to have included in the registration statement and offered to the public. Upon the request of Corel, the Electing Holders shall enter into such underwriting, custody and other agreements as shall be customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. Each Holder shall be permitted to withdraw all or part of its Applicable Securities from any Registration pursuant to this Section that are eligible 3 at any time prior to the sale thereof (or, if applicable, the entry into a binding agreement for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company maysuch sale). (b) In connection with an underwritten offering, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company managing underwriter or other stockholders have elected to abandon underwriters advise Corel in writing that in its or their opinion the proposal to register the number of securities proposed to be registered thereunder. If exceeds the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters Maximum Number with respect to any shares of Common Stock not included in the registrationsuch offering, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included Corel shall include in such registration statement, then the Company will include in the registrationRegistration such Maximum Number as follows: (i) first, any the securities the Company that Corel proposes to sell, (ii) second, any if any, securities required to be registered pursuant to the Registration Rights Agreement dated as of any person whose securities are being registered as a result of the exercise of a demand registration rightSeptember 18, 2000, by and between Corel and Albans Investments Limited, (iii) third, the Applicable Securities requested to be included in such Registration pro rata among the Electing Holders thereof based on the respective amount of Applicable Securities owned by them and (iv) fourth, if any, securities held by other securityholders of Corel who have requested that portion their securities be included in such Registration Statement and who hold contractual registration rights with respect to such securities. (c) The rights of the aggregate number Holders pursuant to Section 2 hereof and this Section 3 are cumulative, and the exercise of shares being requested rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, Corel may abandon and/or withdraw any registration as to which rights under Section 3 may exist at any time and for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholdersany reason without liability hereunder. In such event, which in the opinion Corel shall notify each Holder that has delivered a Piggy-back Notice to participate therein. No Registration of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) Registrable Securities effected pursuant to a vendor, lessor, lenderrequest under this Section 3 shall be deemed to be, or customer shall relieve Corel of its obligation to effect, a Registration upon request under Section 2 hereof. Corel may enter into other registration rights agreements; provided, however, that the Company, or rights and benefits of a research, manufacturing or other commercial collaborator securityholder with respect to registration of the Company, in a transaction approved by the Board of Directors, provided Corel's securities as contained in any casesuch other agreement shall be consistent with, that and no more favorable to such issuance is not being made primarily for securityholder than, the purpose rights and benefits of avoiding compliance with holders of Registrable Securities as contained in this Subscription Agreement.

Piggy-Back Registrations. If at any time during after the Effectiveness Period Closing Date there is not an effective registration statement covering all of the Registrable Securities issued Underlying Shares and Warrant Shares and the Company shall determine determines to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form but excluding Forms S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)and similar forms which do not permit such registration, then the Company shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) issued Securities written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares, and Warrant Shares such Registrable Securities such Subscriber holder requests to be registered; registered and which inclusion of such Underlying Shares and Warrant Shares will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided that by the Securities and Exchange Commission (including, but not limited to, Rule 415). The obligations of the Company shall not be required to register any Registrable Securities pursuant to under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 4.22. The holders whose Underlying Shares and Warrant Shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement, then . In no event shall the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Underlying Shares and Warrant Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such Purchaser upon the sale of the Underlying Shares and Warrant Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 4.22, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyFINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 4.22. Selling Expenses in connection with each registration statement under Section 4.22 shall be borne by the Board holder and will be apportioned among such holders in proportion to the number of DirectorsShares included therein for a holder relative to all the securities included therein for all selling holders, provided in any case, or as all holders may agree. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Underlying Shares and Warrant Shares of a particular Purchaser that such issuance is not being made primarily for Purchaser shall furnish to the purpose Company in writing such information and representation letters, including a completed form of avoiding a securityholder questionnaire, with respect to itself and the proposed distribution by it as the Company may reasonably request to assure compliance with this Subscription Agreementfederal and applicable state securities laws.

Piggy-Back Registrations. If (i) If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement tatement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(c)(i) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is available for resales or other dispositions by such Holder. (ii) If, at any time on or following the Closing Date, there is not an effective Registration Statement covering all of the Make-Whole Shares and provided further that the Company may, without shall determine to prepare and file with the consent of the Subscriber, withdraw such Commission a registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters tatement relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities offering for its own account and or the managing underwriters advise account of others under the Company in writing that in Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were then equivalents relating to also register the Registrable Shares of the Subscriber requested equity securities to be included issued solely in such registration statementconnection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company will shall deliver to each Holder a written notice of such determination and, if within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in the registration: (i) firstsuch registration statement all or any part of such Make-Whole Shares such Holder requests to be registered; provided, any securities however, that the Company proposes shall not be required to sell, (iiregister any Make-Whole Shares pursuant to this Section 6(c)(ii) second, any securities of any person whose securities that are being registered as a result of the exercise subject of a demand registration right, and (iii) third, then effective Registration Statement that portion of the aggregate number of shares being requested is available for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing resales or other commercial collaborator of the Company, in a transaction approved dispositions by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementHolder.

Piggy-Back Registrations. If Except during Suspension Periods as set forth in Section 6.1(e), if at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Purchaser written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Purchaser requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6.7 that are eligible for resale sale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent 144(k) of the Subscriber, withdraw such registration statement before its becoming effective if Securities Act. In the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for case of an underwritten public offering, if the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration including a lockstatement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Purchasers, then (x) the number of Registrable Securities of the Purchasers included in such registration statement shall be reduced pro-up agreement if rata among such Purchasers (based upon the number of Registrable Securities requested by the underwriters with respect to any shares of Common Stock not be included in the registration), on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Shares Securities of the Subscriber requested to Purchasers shall be included in such registration statement, then if the Company will include in after consultation with the registration: (iunderwriter(s) firstrecommends the inclusion of none of such Registrable Securities; provided, any securities the Company proposes to sellhowever, (ii) second, any securities of any person whose that if securities are being registered offered for the account of other Persons or entities as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (well as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator such reduction of the Registrable Securities of the Purchasers shall be pro rata with the reduction of the securities of such other Persons or entities (other than the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement).

Piggy-Back Registrations. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Purchaser and its affiliates) any of its Common Shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration on Form S-4 (or similar or successor form)), the Company shall, at any time during such time, promptly give each Holder written notice of such registration. Upon the Effectiveness Period there is not an effective registration statement covering written request of each Holder received by the Company within ten (10) Trading Days after mailing of such notice by the Company in accordance with Section 9(f), the Company shall use its commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder (the “Electing Holders”) has requested to be registered ; provided that (i) if such registration involves an underwritten offering to the public, all holders of Registrable Securities requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or other selling stockholders; and (ii) if, at any time after giving notice of the Company's intention to register any securities pursuant to this Section 4 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of register such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writingsecurities, the Company shall include in such registration statement give written notice to all or any part holders of such Registrable Securities such Subscriber requests to and, thereupon, shall be registered; provided that the Company shall not be required relieved of its obligation to register any Registrable Securities pursuant in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of holders under Section 3. The Company shall have no obligation under this Section 4 to make any offering of its securities, or to complete an offering of its securities that are eligible for resale pursuant it proposes to Rule 144 promulgated under make. (b) If such registration involves an underwritten offering to the Act; and provided further public, if the managing underwriter of the underwritten offering shall inform the Company by letter of the underwriter's opinion that the Company may, without the consent number of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber Securities requested to be included in such registration statementwould, in its opinion, materially adversely affect such offering, including the price at which such securities can be sold, and the Company has so advised the requesting Holders in writing, then the Company will shall include in such registration, to the registration: extent of the number that the Company is so advised can be sold in (or during the time of) such offering, (i) first, any all securities proposed by the Company proposes to sellbe sold for its own account, then (ii) second, any securities of any person whose securities are being registered as a result of to the exercise of a demand registration right, and (iii) third, extent that portion of the aggregate number of shares being requested for inclusion in of Common Stock proposed to be sold by the registration statement by (XCompany or the other holders pursuant to Section 4(a) is less than the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares of Common Stock that the Company has been advised can be sold in such offering without having the material adverse effect referred to above, such Registrable Securities requested to be taken included in such registration pursuant to this Section 4 and such other securities covered by registration rights, allocated pro rata from among such requesting Holders and the Rightsholders on holders of such other rights in proportion, as nearly as practicable, to the basis respective amounts of the total number of shares being such securities requested for inclusion to be included in the registration statement by each Rightsholdersuch registration. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors All other stockholders of the Company in good faith); (ii) in connection with shall be excluded from the proposed offering before any financing transaction in respect requesting Holder or holder of which other registration rights is required to reduce his, hers or its shares being offered under the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementregistration statement.

Piggy-Back Registrations. (a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Purchaser and its affiliates) any of its Common Shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration on Form S-4 (or similar or successor form)), the Company shall, at any time during such time, promptly give each Holder written notice of such registration. Upon the Effectiveness Period there is not an effective registration statement covering written request of each Holder received by the Company within ten (10) Trading Days after mailing of such notice by the Company in accordance with Section 9(f), the Company shall use its commercially reasonable efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder (the "ELECTING HOLDERS") has requested to be registered ; provided that (i) if such registration involves an underwritten offering to the public, all holders of Registrable Securities requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company or other selling stockholders; and (ii) if, at any time after giving notice of the Company's intention to register any securities pursuant to this Section 4 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of register such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writingsecurities, the Company shall include in such registration statement give written notice to all or any part holders of such Registrable Securities such Subscriber requests to and, thereupon, shall be registered; provided that the Company shall not be required relieved of its obligation to register any Registrable Securities pursuant in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of holders under Section 3. The Company shall have no obligation under this Section 4 to make any offering of its securities, or to complete an offering of its securities that are eligible for resale pursuant it proposes to Rule 144 promulgated under make. (b) If such registration involves an underwritten offering to the Act; and provided further public, if the managing underwriter of the underwritten offering shall inform the Company by letter of the underwriter's opinion that the Company may, without the consent number of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber Securities requested to be included in such registration statementwould, in its opinion, materially adversely affect such offering, including the price at which such securities can be sold, and the Company has so advised the requesting Holders in writing, then the Company will shall include in such registration, to the registration: extent of the number that the Company is so advised can be sold in (or during the time of) such offering, (i) first, any all securities proposed by the Company proposes to sellbe sold for its own account, then (ii) second, any securities of any person whose securities are being registered as a result of to the exercise of a demand registration right, and (iii) third, extent that portion of the aggregate number of shares being requested for inclusion in of Common Stock proposed to be sold by the registration statement by (XCompany or the other holders pursuant to Section 4(a) is less than the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares of Common Stock that the Company has been advised can be sold in such offering without having the material adverse effect referred to above, such Registrable Securities requested to be taken included in such registration pursuant to this Section 4 and such other securities covered by registration rights, allocated pro rata from among such requesting Holders and the Rightsholders on holders of such other rights in proportion, as nearly as practicable, to the basis respective amounts of the total number of shares being such securities requested for inclusion to be included in the registration statement by each Rightsholdersuch registration. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors All other stockholders of the Company in good faith); (ii) in connection with shall be excluded from the proposed offering before any financing transaction in respect requesting Holder or holder of which other registration rights is required to reduce his, hers or its shares being offered under the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementregistration statement.

Piggy-Back Registrations. a. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine proposes to prepare and file with the SEC conduct an Underwritten Offering (including a registration statement relating to an Secondary Offering), whether for its own account (such offering for its own account being referred to as an “Issuer Proposed Offering”), pursuant to an Underwriting Request or otherwise, each Holder shall have the account right to include in such Underwritten Offering all or part of others under the Act Registrable Securities held by such Holder (the “Piggyback Rights”). Except as otherwise provided in Section 3(b), the Company shall promptly, but in no event less than ten (10) Business Days prior to any such Underwritten Offering (or, in the event of any an Underwritten Offering that will be executed as an “overnight” or “bought” deal, no less than five (5) Business Days prior to the commencement of such Underwritten Offering), give written notice to all Holders of Registrable Securities of its Common Stock, other than an offering intention to conduct such Underwritten Offering. Any Holder wishing to exercise its Piggyback Rights shall deliver to the Company a written notice (i) within five (5) Business Days after the receipt of securities issued pursuant the Company’s notice or (ii) at least one (1) day prior to the first use of a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely preliminary prospectus in connection with any business combination transactionsuch Underwritten Offering, acquisition whichever is earlier. Such Holder’s written notice shall specify the number of any entity shares of Common Stock intended to be disposed of by such Holder, which might be all or business or equity securities issuable in connection with stock option or other employee benefit plansa portion of such Holder’s Registrable Securities. The Company will, subject to Section 3(b), then use its commercially reasonable efforts to effect the registration under the Securities Act of, and to include in the Underwritten Offering, all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered and sold (a “Piggyback Registration”); provided that (x) in the case of an Issuer Proposed Offering, if, at any time after giving written notice of its intention to conduct the Issuer Proposed Offering and prior to the commencement of the Issuer Proposed Offering, the Company shall send determine for any reason not to proceed with the Subscriber (together with any other holders of Issuer Proposed Offering, the Company may, at its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) election, give written notice of such determination to each Holder of Registrable Securities and, if within fifteen (15) days after receipt thereupon, shall be relieved of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided that the Company shall not be required its obligation to register any Registrable Securities pursuant in connection with such Issuer Proposed Offering, (y) in the case of Secondary Offering, if, at any time after giving written notice of its intention to this Section that are eligible conduct the Secondary Offering and prior to the commencement of the Secondary Offering, the Initiating Holder shall determine for resale pursuant any reason not to Rule 144 promulgated under proceed with the Act; and provided further that Secondary Offering, the Company may, without the consent at its election, give written notice of the Subscribersuch determination to each Holder of Registrable Securities and, withdraw such registration statement before thereupon, shall be relieved of its becoming effective if the Company or other stockholders have elected to abandon the proposal obligation to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute any Registrable Securities in connection with such Secondary Offering and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares (z) all Holders of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested Securities requesting to be included in such registration statement, then the Underwritten Offering must sell their Registrable Securities to the underwriters selected by the Company or the Initiating Holder, as applicable, on the same terms and conditions as apply to the Company or the Initiating Holder, as applicable (including entering into an underwriting agreement in customary form with the underwriter or underwriters selected for such offering by the Company or the Initiating Holder, as applicable), as may be customary or appropriate in for offerings of the type being conducted. b. If the managing underwriter in any Issuer Proposed Offering determines in good faith that marketing factors require a limitation on the number of securities to be underwritten, the number of securities that may be included will include be limited to the number of securities that, in the registrationopinion of such underwriter, should be included, and the securities to be included in the underwriting shall be allocated, as follows: (i) first, any securities to the Company proposes to sellCompany, (ii) second, any securities of any person whose securities are being registered as a result of among the exercise of a demand registration rightSelling Holders (pro rata among such Selling Holders), and (iii) third, that portion pro rata among any other Persons who have been or are granted registration rights after the date of this Agreement based on the aggregate number of shares being securities validly requested for inclusion to be included by such Persons. c. If the managing underwriter in any Secondary Offering determines in good faith that marketing factors require a limitation on the registration statement by (X) number of securities to be underwritten, the Subscriber and (Y) all other Rightsholdersnumber of securities that may be included will be limited to the number of securities that, which in the opinion of such managing underwriters can successfully underwriter, should be soldincluded, such number of shares and the securities to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion included in the registration statement by each Rightsholder. “Strategic Issuance” underwriting shall mean an issuance of securitiesbe allocated, as follows: (i) first, among the Selling Holders (pro rata among such Selling Holders), and (B) second, pro rata among any other Persons who have been or are granted registration rights after the date of this Agreement based on the number of securities validly requested to be included by such Persons. d. Notwithstanding anything to the contrary contained in connection this Section 3(b), at any time a Holder may elect, in writing, not to receive any notices pursuant to Section 3(a), Section 4(a) or other communications with a respect to events giving rise to such Holder’s ability to exercise its Piggyback Right (an “corporate partnering” transaction or a “strategic alliance” (as determined by Opt Out Election”). Following the Board receipt of Directors an Opt Out Election from any Holder, the Company shall not deliver to any such Holder notice of the Company’s intent to conduct an Underwritten Offering, and such Holder shall have no rights to participate in any such Underwritten Offering pursuant to this Agreement until such time as a revocation of such Opt Out Election has been received. For the avoidance of doubt, nothing in this Section 3(d) shall be deemed to prohibit the Company in good faith); (ii) in connection with from notifying the Holder of any financing transaction in respect of event for which the Company is a borrower; required to provide notice to such Holder under any other agreement or (iii) to a vendorapplicable law, lessor, lender, or customer notwithstanding the receipt of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that an Opt Out Election from such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementHolder.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement (subject to applicable agreements with third parties relating to limitations on such inclusion) all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(d) that are eligible for resale pursuant to Rule 144 promulgated under (without volume restrictions or current public information requirements) or that are the Act; and provided further subject of a then effective Registration Statement. The undersigned beneficial owner of common stock (the “Registrable Securities”) of GenSpera, Inc., a Delaware corporation (the “Company”), understands that the Company may, without has filed or intends to file with the consent Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the SubscriberSecurities Act of 1933, withdraw such registration statement before its becoming effective if as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company or other stockholders upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have elected to abandon the proposal to register meanings ascribed thereto in the securities proposed to be registered thereunderRegistration Rights Agreement. If Certain legal consequences arise from being named as a selling stockholder in the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber Registration Statement and the underwriters relating related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the registration including consequences of being named or not being named as a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included selling stockholder in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account Registration Statement and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementrelated prospectus.

Piggy-Back Registrations. If at any time during which Seller holds the Effectiveness Period UEI Shares, there is not an effective registration statement covering all the resale of the Registrable Securities UEI Shares by Seller or its permitted transferees, and the Company UEI shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the ‘33 Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act ‘33 Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities its shares of common stock issuable in connection with stock option or other employee benefit plans), then the Company UEI shall promptly send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Seller written notice of such determination and, if within fifteen (15) days after receipt of such notice, Seller or its permitted transferees holding, in the Subscriber aggregate, at least twenty (20%) percent of the UEI Shares issued as the Stock Portion hereunder shall so request in writing, the Company UEI shall include in such registration statement all or any part of such Registrable Securities such Subscriber UEI Shares not theretofore registered Seller requests to be registered; provided that the Company shall not be required , subject to register customary underwriter cutbacks after any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent other holders of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders rights have elected to abandon the proposal to register the securities proposed to be registered thereunderbeen cutback in full. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) All expenses incurred in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer such registration of the Company, or a research, manufacturing UEI Shares shall be borne solely by UEI; provided that Seller or other commercial collaborator transferee shall be solely responsible for any commissions, underwriting discounts or brokerage fees in connection with the sale of UEI Shares thereunder. Seller shall have the right to assign its rights under this Section 4.5 to any transferee of the CompanyUEI Shares, so long as the transfer is in compliance with an applicable exemption from the registration requirements of the ‘33 Act. In connection with any such registration, Seller or any permitted transferee shall be required to provide selling shareholder questionnaires and other customary documents as a transaction approved by condition to inclusion of such UEI Shares in the Board of Directorsregistration statement. Nothing contained herein shall prohibit UEI from determining, provided at any time, not to file a registration statement or, if filed, to withdraw such registration or terminate or abandon the offering related thereto. Notwithstanding anything in this Section 4.5 to the contrary, UEI shall not be obligated to include any UEI Shares issued hereunder in any caseregistration statement in the event that the holder thereof may then sell all of such holder’s UEI Shares issued hereunder to the public in accordance with Rule 144 under the ‘33 Act or any successor provision thereof, that without regard to any volume restrictions contained in such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementRule 144.

Piggy-Back Registrations. If at any time during the Effectiveness Period Period, except as contemplated by Section 2(c) hereof, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) 15 days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 7(f) that are eligible for resale pursuant to Rule 144 promulgated under the ActSecurities Act without volume limitation or that are the subject of a then effective Registration Statement; and provided, further, however, if there is not an effective Registration Statement covering all of the Registrable Securities during the Effectiveness Period, the Company may file a registration statement with the Commission to register equity securities of the Company to be sold on a primary basis, provided further that the Company may, without the consent does not sell any such shares until there is an effective Registration Statement covering all of the Subscriber, Registrable Securities. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7(f) prior to the effectiveness of such registration statement before its becoming effective if the Company whether or other stockholders have not any Holder has elected to abandon the proposal to register the include securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statementCounterparts; Faxes. This Agreement may be executed in two or more counterparts, then each of which shall be deemed an original, but all of which together shall constitute one and the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholderssame instrument. This Agreement may also be executed via facsimile, which shall be deemed an original. Titles and Subtitles. The titles and subtitles used in the opinion of such managing underwriters can successfully be sold, such number of shares this Agreement are used for convenience only and are not to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion considered in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction construing or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with interpreting this Subscription Agreement.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and the Company shall determine proposes to prepare register the offer and file with sale of any Shares of its Common Stock under the SEC Act (other than a registration (i) pursuant to a registration statement on Form S-8 ((or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a registration statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the account of others under one or more stockholders of the Act Company and the form of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with used (the “Registration Statement”) may be used for any business combination transactionregistration of Registrable Securities, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send give prompt written notice (in any event no later than five (5) days prior to the Subscriber (together with any other filing of such registration statement) to the holders of Registrable Securities of its Common Stock possessing “piggyback intention to effect such a registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber with respect to which the Company has received written requests to be registeredfor inclusion from the holders of Registrable Securities; provided that provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 5.6 that are eligible for resale have been sold or may permanently be sold without any restrictions pursuant to Rule 144 promulgated under 144, as determined by the Act; and provided further that counsel to the Company may, without the consent pursuant to a written opinion letter to such effect (based upon such representations of the SubscriberCompany and the Investor as such counsel may reasonably request), withdraw such registration statement before its becoming effective if the Company or other stockholders have elected addressed and reasonably acceptable to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares ’s transfer agent. The holders of Common Stock not Registrable Securities included in the registration, on terms no less favorable than those agreed Registration Statement (a) will promptly deliver customary representations and other documentation reasonably acceptable to by the Company, its directors counsel and/or its transfer agent in connection with the Registration Statement, including those related to selling stockholders, and to respond to SEC comments, (b) covenant and agree that each will comply with the prospectus delivery requirements of the Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement, and (c) indemnify, hold harmless and defend the Company, each of its directors, each of its officers. If , employees, representatives, or agents and each person, if any, who controls the registration Company within the meaning of the Act or the Exchange Act (each an “Indemnified Party”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an Indemnified Party is or may be a party thereto (“Indemnified Damages”) to which any of them may become subject, under the Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is based upon any untrue statement is being filed for an underwritten offer and sale or alleged untrue statement of a material fact in a Registration Statement, any post-effective amendment thereto or any final prospectus, or the omission or alleged omission to state in a Registration Statement, any post-effective amendment thereto or any final prospectus any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading; or any violation or alleged violation by the Company of the Act, the Exchange Act, any other law, including, without limitation, any state securities for its own account law, or any rule or regulation there under relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement, in each case to the extent, and only to the managing underwriters advise extent, that such untrue statement or alleged untrue statement or omission or alleged omission or violation or alleged violation occurs in reliance upon and in conformity with written information furnished to the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the such holder of Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested Securities expressly for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) use in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith)such Registration Statement; (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendorprovided, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any casehowever, that such issuance is not being made primarily holder of Registrable Securities shall be liable under this Section 5.6 for the purpose only that amount of avoiding compliance with this Subscription Agreement.a Claim or Indemnified Damages as does not

Piggy-Back Registrations. If at any (a) Until such time during the Effectiveness Period there is not an effective registration statement covering all of as the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and may be sold in accordance with Rule 144(b) under the Securities Act, if the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders a registration statement under the Securities Act on any form (other than a registration statement on Form S-4 S­4 or Form S-8 or any successor form or to the Company's employees pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to the Common Stock, it will give written notice to the Purchaser at least ten (10) days before the initial filing with the Commission of the registration statement (each as promulgated under or, in the Act or their then equivalents relating to equity securities to be issued solely in connection case of a registration statement that has already been filed with any business combination transactionthe Commission but has not yet been declared effective, acquisition within ten (10) days before the anticipated effective date of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansthe registration statement), then which notice shall offer the Company shall send Purchaser the opportunity to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part the number of such Registrable Securities as the Purchaser may request (a "Piggyback Registration"), subject to the provisions of Section 4.4(b) hereof. Upon the request of the Purchaser made within ten (10) days after the receipt of notice from the Company regarding a Piggyback Registration (which such Subscriber requests request shall specify the number of Registrable Securities for which registration is being requested), the Company shall use its commercially reasonable efforts to be registeredeffect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Purchaser; provided that nothing in this Section 4.4(a) shall preclude the Company from discontinuing the registration of its securities being effected at any time and for any reason before the effective date of the registration relating thereto; but, in that event, the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under notify the Act; and provided further that the Company may, without the consent Purchaser of such discontinuation of the Subscriber, withdraw such registration. The Company shall pay all registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. expenses in connection with each Piggyback Registration. (b) If the registration statement is being filed for an underwritten lead managing underwriter of a proposed public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale offering by the Company of securities for its own account and the managing underwriters shall advise the Company in writing that that, in their opinion good faith opinion, the offering contemplated number of Registrable Securities to be included in such registration would materially and adversely affect the marketing or price of the securities to be sold in the public offering, the Company will allocate the securities to be included in such registration statement in accordance with the following priority: (i) first, the securities to be included in such registration statement by the Company or the holder or holders initiating the registration statement cannot be successfully completed if the Company were to also register statement; and (ii) next, the Registrable Shares of the Subscriber Securities requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementHolder.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee or director benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis; provided provided, that (i) the Company shall not be required to register any Registrable Securities pursuant to this Section 6(g) that are eligible for resale pursuant to under Rule 144 144(k) promulgated under the Act; Securities Act or that are the subject of a then effective Registration Statement and provided further that (ii) 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, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, without the consent of the Subscriberat its election, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion give written notice of such managing underwriters can successfully be solddetermination to such Holder and, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities pursuant to this Section 6(g) in connection with a “corporate partnering” transaction or a “strategic alliance” such registration (as determined by the Board of Directors of the Company but not from its obligation to pay expenses in good faithaccordance with Section 4 hereof); , and (ii) in connection with the case of a determination to delay registering, shall be permitted to delay registering any financing transaction in respect of which the Company is a borrower; or (iiiRegistrable Securities being registered pursuant to this Section 6(g) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementsame period as the delay in registering such other securities.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansplans (each, a “Piggyback Registration Statement”), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement Piggyback Registration Statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided that provided, however, that, the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible the subject of a then effective Registration Statement. Anything in the contrary notwithstanding, if, in the opinion of the Company’s managing underwriter for resale an offering evidenced by a Piggyback Registration Statement, the inclusion of all or a portion of the Registrable Securities, when added to the securities being registered, will either (i) exceed the maximum amount of the securities of the Company which can be marketed at a price reasonably related to their then-current market value or (ii) otherwise materially adversely affect the entire offering, then the Company may exclude from such offering all or a portion of the Registrable Securities. If securities are proposed to be offered for sale pursuant to Rule 144 promulgated under such Piggyback Registration Statement by other security holders of the Act; Company and provided further the total number of securities to be offered by the Purchasers or their permitted assignees and such other selling security holders is required to be reduced pursuant to a request from the managing underwriter (which request shall be made only for the reasons and in the manner set forth above), after inclusion of all of the securities being offered by the Company, the number of Registrable Securities to be offered by the Purchasers or their permitted assignees pursuant to such Piggyback Registration Statement shall equal the number which bears the same ratio to the maximum number of securities that the Company may, without underwriter believes may be included for all the consent selling security holders (including the Purchasers or their permitted assignees) as the original number of Registrable Securities proposed to be sold by the Subscriber, withdraw such registration statement before its becoming effective if Purchasers or their permitted assignees) bears to the Company or other stockholders have elected to abandon the proposal to register the total original number of securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber offered by a Purchaser or permitted assignee and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registrationother selling security holders. If, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise provisions of this Section 6(e), the Purchaser or permitted assignee shall not be entitled to include all Registrable Securities in a Piggyback Registration Statement that the Seller or assignee has requested to be so included, a Purchaser or permitted assignee may withdraw its request to include Registrable Securities in such Piggyback Registration Statement prior to its effectiveness. Notwithstanding the provisions of this Section 6(e), the Company shall have the right at any time after it shall have given written notice of the proposed filing of a demand registration rightPiggyback Registration Statement, and pursuant to this Section 6(e) (iii) third, that portion irrespective of the aggregate number of shares being requested whether any written request for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” Registrable Securities shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iiihave already been made) to a vendor, lessor, lender, elect not to file any such proposed Piggyback Registration Statement or customer of to withdraw the Company, or a research, manufacturing or other commercial collaborator of same after its filing but prior to the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementeffective date thereof.

Piggy-Back Registrations. If Except during Suspension Periods as set forth in Section 6.1(e), if at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Purchaser written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Purchaser requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6.7 that are eligible for resale sale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if Securities Act. In the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for case of an underwritten public offering, if the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration including a lockstatement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Purchasers, then (x) the number of Registrable Securities of the Purchasers included in such registration statement shall be reduced pro-up agreement if rata among such Purchasers (based upon the number of Registrable Securities requested by the underwriters with respect to any shares of Common Stock not be included in the registration), on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Shares Securities of the Subscriber requested to Purchasers shall be included in such registration statement, then if the Company will include in after consultation with the registration: (iunderwriter(s) firstrecommends the inclusion of none of such Registrable Securities; provided, any securities the Company proposes to sellhowever, (ii) second, any securities of any person whose that if securities are being registered offered for the account of other Persons or entities as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (well as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator such reduction of the Registrable Securities of the Purchasers shall be pro rata with the reduction of the securities of such other Persons or entities (other than the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement).

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to 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 of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Purchaser a written notice of such determination and, if within fifteen five (155) days after receipt the date of the delivery of such notice, the Subscriber such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities that such Subscriber Purchaser requests to be registeredregistered (a “Piggyback Registration”); provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section Article IX that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; and provided further SEC pursuant to the Securities Act or that are the Company may, without the consent subject of the Subscriber, withdraw such registration statement before its becoming a then effective if the Company Registration Statement that is available for resales or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunderdispositions by a respective Purchaser. If the registration statement is being filed for an underwritten public offeringmanaging underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the Purchaser in writing that, in its or their opinion, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company number of securities for its own account that the Purchaser and any other Persons intend to include in such offering exceeds the managing underwriters advise number that can be sold in such offering without being likely to have an adverse effect on the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares price, timing or distribution of the Subscriber requested securities offered or the market for the securities offered, then the securities to be included in such registration statement, then the Company will include in the registration: Registration Statement shall be (i) first, any one hundred percent (100%) of the securities that the Company proposes to sell, and (ii) second, any and only if all the securities referred to in clause (i) have been included, the number of any person whose securities are being registered as a result Registrable Securities requested to be sold by the Purchasers that, in the opinion of the exercise of a demand registration rightsuch managing underwriter or underwriters, can be sold without having such adverse effect, and (iii) third, that portion and only if all of the aggregate number of shares being requested Registrable Securities referred to in clause (ii) have been included in such Registration Statement, any other securities eligible for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which such Registration Statement. Any reduction in the opinion number of Registrable Securities pursuant to this paragraph shall be allocated among the Purchasers on a pro rata basis based on the number of Registrable Securities held by each Purchaser at the time of the proposed offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 9.2 prior to the effectiveness of such managing underwriters can successfully be sold, registration whether or not a Purchaser has elected to include securities in such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementregistration.

Piggy-Back Registrations. (1) If at any time during the Effectiveness Period when there is not an effective registration statement covering all of the Registrable DPS Shares (subject to the provisions of this Section and subject to the applicable rules and regulations and interpretations of the Securities and Exchange Commission (the Company “SEC”) including Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”)) DPS shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account shares of Registrable Securities as such term is defined in the Investor Rights Agreement between DPS, Sigma Opportunity Fund II, LLC and Sigma Capital Advisors, LLC, dated June 30, 2011, DPS shall also undertake to register all of the DPS Shares that are the subject of this agreement and are still beneficially owned by the Vendors or the account of others under the Act of any of its Common Stock, other than an offering of securities issued pursuant to a Strategic Issuance Don (as defined below) and other than a Form S-4 including without limitation all DPS Shares which are issuable upon conversion in whole or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) written notice of such determination and, if within fifteen (15) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber requests to be registered; provided the Principal Amount of the Convertible Note) (the DPS Shares that are included in the Company shall not be required to register any Registrable Securities Registration Statement filed pursuant to this Section are referred to as the “Vendors’ Requested Securities”) provided that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent DPS may remove from any registration statement any or all of the SubscriberVendors’ Requested Securities if DPS determines in good faith (and upon prior consultation with the Vendors and Don) that, withdraw as a result of comments received from the staff of the SEC (the “Staff”), such removal is required for such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunderdeclared effective by the SEC. If In the registration statement is being filed for case of an underwritten public offering, if the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating managing underwriter(s) should reasonably object to the inclusion of any of the Vendors’ Requested Securities in such registration including a lock-up agreement statement, then, if requested by the underwriters DPS after consultation with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise underwriter(s) and with the Company in writing Vendors and Don should reasonably determine that in their opinion the inclusion of such Vendors’ Requested Securities would materially adversely affect the offering contemplated by the in such registration statement, and based on such determination recommends inclusion in such registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of fewer of the Subscriber requested Vendors’ Requested Securities or none of the Vendors’ Requested Securities then (x) the number of Vendors’ Requested Securities included in such registration statement shall be reduced to the extent DPS, after consultation with the managing underwriter(s) and with the Vendors and Don makes a recommendation to include fewer of the Vendors’ Requested Securities or (y) none of the Vendors’ Requested Securities shall be included in such registration statement, then if DPS, after consultation with the Company will managing underwriter(s) and with the Vendors and Don makes a recommendation to include in none of the registration: (i) firstVendors’ Requested Securities, provided however and subject to the conditions of this Section, if any securities of the Company proposes to sell, (ii) second, any securities of any person whose securities Vendors’ Requested Securities are being registered removed as a result of the exercise of a demand registration right, and (iii) third, that portion request of the aggregate number managing underwriter(s), then in the event that the Company files a subsequent registration statement relating to shares of shares being requested for inclusion in Registrable Securities (other than a Registration Statement on S-8 or S-4), it shall include such removed Vendors’ Requested Securities on such registration statement subject to the provisions of this Section. Subject to the conditions of this Section, if the Staff informs DPS that it will not allow the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares filed pursuant to be taken pro rata from the Rightsholders on the basis this Section to cover 100% of the total number of shares being requested for inclusion in Vendors’ Requested Securities, then the registration statement by each Rightsholdershall cover the highest percentage of such Vendors’ Requested Securities that the Staff will allow. “Strategic Issuance” shall mean an issuance Notwithstanding the foregoing, all Parties agree that the imposition or assessment of securities: (i) in connection with a “corporate partnering” transaction any additional cost upon DPS resulting from the registration of all or a “strategic alliance” (as determined by the Board of Directors any of the Company in good faith); (ii) in connection with DPS Shares is not a valid reason either to prevent the registration of any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer all of the Company, Vendors’ Requested Securities or a research, manufacturing to allow for the removal of any or other commercial collaborator all of the Company, in a transaction approved by Vendors’ Requested Securities from any registration statement. DPS agrees to advise Vendors and Don of progress relating to registration of the Board Vendors’ Requested Securities and any issues that arise along the way. (2) All reasonable fees and expenses associated with the performance of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding or compliance with this Subscription AgreementSection by DPS shall be borne by DPS whether or not the registration statement is filed or becomes effective and whether or not any of Vendor’s Requested Securities are sold pursuant to the registration statement.

Piggy-Back Registrations. If at any time during the Effectiveness Period when there is not an effective registration statement Registration Statement covering all of the Piggy-Back Registrable Securities and Securities, the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders each holder of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) Piggy-Back Registrable Securities written notice of such determination and, if within fifteen twenty (1520) days after receipt of such notice, the Subscriber any such Holder shall so request in writingwriting (which request shall specify the Piggy-Back Registrable Securities intended to be disposed of by the Holders), the Company will cause the registration under the Securities Act of all Piggy-Back Registrable Securities which the Company has been so requested to register by the Holder, to the extent required to permit the disposition of the Piggy-Back Registrable Securities so to be registered, provided that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Piggy-Back Registrable Securities in connection with such registration (but not from its obligation to pay expenses in accordance with Section 4 hereof), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Piggy-Back Registrable Securities being registered pursuant to this Section 7(b) for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any part of such Piggy-Back Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Piggy-Back Registrable Securities pursuant to this Section 7(b) that are eligible for resale sale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent 144(k) of the Subscriber, withdraw such registration statement before its becoming effective if Securities Act. In the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for case of an underwritten public offering, if the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating managing underwriter(s) should reasonably object to the inclusion of the Piggy-Back Registrable Securities in such registration including a lockstatement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Piggy-up agreement if Back Registrable Securities would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Piggy-Back Registrable Securities of the Holders, then (x) the number of Piggy-Back Registrable Securities of the Holders to be included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Piggy-Back Registrable Securities requested by the underwriters with respect to any shares of Common Stock not be included in the registration), on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register after consultation with the underwriter(s) recommends the inclusion of fewer Piggy-Back Registrable Shares Securities, or (y) none of the Subscriber requested to Piggy-Back Registrable Securities of the Holders shall be included in such registration statement, then if the Company will include in after consultation with the registration: (iunderwriter(s) firstrecommends the inclusion of none of such Piggy-Back Registrable Securities; provided, any securities the Company proposes to sellhowever, (ii) second, any securities of any person whose that if securities are being registered offered for the account of other persons or entities as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (well as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or such reduction shall not represent a research, manufacturing or other commercial collaborator greater fraction of the Company, in a transaction approved number of Piggy-Back Registrable Securities intended to be offered by the Board Holders than the fraction of Directors, provided similar reductions imposed on such other persons or entities (other than the Company). The right of any Holder to participate in any case, that an underwritten public offering hereunder shall be conditioned upon such issuance is not being made primarily for Holder’s entering into the purpose underwriting agreement and lock-up agreement with the representative of avoiding compliance with this Subscription Agreementthe underwriter or underwriters on the same terms as required of other selling securities holders in such offering.

Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stock, equity securities (other than an offering of securities issued a registration (i) pursuant to a Strategic Issuance Registration Statement on Form S-8 or other registration solely relating to an offering or sale of equity securities to employees or directors of the Company pursuant to an employee stock plan or other employee benefit arrangement, or (as defined belowii) and other than pursuant to a Registration Statement on Form S-4 or Form S-8 other registration statement (each as promulgated solely relating to a transaction subject to Rule 145 under the Securities Act or their then equivalents relating to otherwise covering equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansbusiness), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 7(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; and provided further Commission pursuant to the Securities Act or that are the Company maysubject of a then effective Registration Statement. Notwithstanding the foregoing, without the consent if Company’s proposed registration of the Subscriberequity securities hereunder is, withdraw such registration statement before its becoming effective if the Company in whole or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for in part, an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating managing underwriter of such proposed registration determines and advises in writing that the inclusion of all Registrable Securities proposed to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not be included in the registrationunderwritten public offering, on terms no less favorable than those agreed together with any other issued and outstanding shares of Company’s common stock proposed to be included therein (such other shares hereinafter collectively referred to as the “Other Shares”), would interfere with the successful marketing of Company’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber shares requested to be included in such registration statementby the holders of Other Shares, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, and (ii) second, any if necessary, (A) one-half (½) by the securities of any person whose securities are being registered as a result of the exercise of a demand registration rightproposed to be issued by Company, and (iiiB) thirdone-half (½) by the Registrable Securities proposed to be included in such registration by the Holders, that portion of on a pro rata basis, based upon the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement Registrable Securities then held by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementHolder.

Piggy-Back Registrations. If (a) If, at any time during following the Effectiveness Period there is not an effective registration statement covering all Effective Time, the Company proposes to register any shares of the Registrable Company Common Stock under the Securities and the Company shall determine to prepare and file with the SEC Act on a registration statement relating to an on Form S-1, Form S-2 or Form S-3 (or any equivalent general registration form then in effect) for purposes of a primary offering, secondary offering for its own account or combined offering of the account of others under the Act of any of its Company Common Stock, other than an offering of securities issued pursuant the Company shall, at least 14 days prior to a Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8 the date when any such registration statement (each as promulgated under is filed with the Act or their then equivalents relating Commission, give prompt written notice to equity securities the Stockholder of its intention to do so. Such notice shall specify, at a minimum, the number of shares of the Company Common Stock so proposed to be issued solely in connection with registered, the proposed date of filing of such registration statement, any business combination transactionproposed means of distribution of such shares, acquisition any proposed managing underwriter or underwriters of such shares and a good faith estimate by the Company of the proposed maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. Upon the written direction of the Stockholder, given within seven days following the receipt by the Stockholder of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) such written notice (which direction shall specify the number of such determination and, if within fifteen (15) days after receipt Stockholder Company Shares intended to be disposed of such notice, by the Subscriber shall so request in writingStockholder), the Company shall include in such registration statement all or any part (a "Piggy-Back Registration" and, collectively with a Demand Registration, a "Registration"), subject to the provisions of this Section 3.02, such Registrable Securities number of Stockholder Company Shares as shall be set forth in such Subscriber requests to be registered; provided notice. (b) In the event that the Company shall not be required proposes to register shares of the Company Common Stock in connection with an underwritten offering and any Registrable Securities pursuant managing underwriter thereof reasonably and in good faith shall have advised the Company, any holder of shares of the Company Common Stock intending to this Section that are eligible for resale pursuant offer such shares in a secondary offering or combined offering (each, an "Other Holder") and the Stockholder in writing that, in its opinion, including in the registration statement some or all of the Stockholder Company Shares sought to Rule 144 promulgated under be registered by the Act; and provided further Stockholder is reasonably likely to adversely affect the price per share that the Company may, without or any Other Holder will derive from such registration or that the consent number of shares sought to be registered (including any shares sought to be registered at the request of the SubscriberCompany and any Other Holder and those sought to be registered by the Stockholder) is a greater number of shares than can reasonably be sold, withdraw the Company shall include in such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among such number of shares as the Company, such Subscriber any Other Holder and the underwriters relating to Stockholder are so advised can be sold in such offering without such an effect (the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included "Maximum Number"), as follows and in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company following order of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registrationpriority: (i) first, any securities such number of shares as the Company proposes intended to sellbe registered and sold by the Company, and (ii) second, any securities of any person whose securities are being registered as a result of in the exercise case of a demand registration right, secondary offering or a combined offering and (iii) third, if and to the extent that portion of the aggregate number of shares being requested for inclusion in to be registered under clause (i) is less than the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be soldMaximum Number, such number of shares as the Stockholder and any Other Holder shall have intended to be taken pro rata from register which, when added to the Rightsholders on the basis of the total number of shares being requested to be registered under clause (i), is less than or equal to the Maximum Number; provided that if such number exceeds the Maximum Number, the shares of the Stockholder and such Other Holders will be excluded on a pro rata basis. No securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for inclusion sale or other disposition by the holders of Stockholder Company Shares in a transaction which would require registration under the Securities Act until the expiration of 180 days after the effective date of the registration statement by each Rightsholder. “Strategic Issuance” in which the Registered Shares were included. (c) No Piggy-Back Registration effected under this Section 3.02 shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction be deemed to have been effected pursuant to Section 3.01 hereof or a “strategic alliance” (as determined by the Board of Directors of shall release the Company in good faith); (ii) in connection with of its obligations to effect any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, Demand Registration upon request as provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementunder Section 3.01 hereof.

Piggy-Back Registrations. (i) If at any time during the Effectiveness Period (but without any obligation to do so) when there is not already an effective registration statement covering all of the Registrable Securities and Securities, the Company shall determine decide to prepare and file with the SEC Commission a registration statement relating to an offering for its own account of any of its equity securities or the account of others under the Act other holders of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, the acquisition of any an entity or business business, or equity securities issuable in connection with stock option or other employee benefit plansplans or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder written notice of such determination anddecision. If, if within fifteen (15) days after receipt of such notice, the Subscriber shall so a Holder does not request in writingwriting to the Company that some or all of such Holder’s Registrable Securities be removed from such registration statement, then the Company shall thereafter use its reasonable best efforts to cause all Registrable Securities which are held by each Holder to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration, subject to the Company’s right to exclude a Holder as set forth below; provided, however, that 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, the Company shall include determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each selling Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement all or (but not from its obligation to pay expenses in accordance with Section 5 hereof) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any part of such Registrable Securities being registered pursuant to this Section 2(a) for the same period as the delay in registering such Subscriber requests to be registered; provided that other securities. The foregoing notwithstanding, the Company shall not be required to register any Registrable Securities pursuant to this Section that 2(a) if (i) such Registrable Securities are eligible for resale sale pursuant to Rule 144 promulgated and (ii) upon presentation of the appropriate legal opinion and other documentation typically required for the sale of restricted securities under the Act; and provided further that Rule 144, the Company may, without acts promptly in allowing (or causing its stock transfer agent to allow) the consent sale of such Registrable Securities. (ii) In the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for case of an underwritten public offering, if the Subscriber must timely execute and deliver managing underwriter(s) should reasonably object to the usual and customary agreement among inclusion of the Registrable Securities in such registration statement, then if the Company, after consultation with the managing underwriter(s), should reasonably determine that the inclusion of the Registrable Securities would materially adversely affect the offering contemplated in such Subscriber registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the underwriters relating Registrable Securities of a Holder, then (A) if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, the number of Registrable Securities of the Holders included in such registration statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not be included in the registration), on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed or (B) if the Company were to also register after consultation with the underwriter(s) recommends the inclusion of none of the Registrable Shares Securities, none of the Subscriber requested to Registrable Securities of any Holder shall be included in such registration statement; provided, then the Company will include in the registration: (i) firsthowever, any securities the Company proposes to sell, (ii) second, any securities of any person whose that if securities are being registered offered for the account of other Persons as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (well as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or any reduction in the offering of Registrable Securities shall not constitute a research, manufacturing or greater fraction than the fraction of similar reductions imposed on such other commercial collaborator of Persons (other than the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreement).

Piggy-Back Registrations. If at any i. Each time during the Effectiveness Period there is not an effective registration statement covering all of the Registrable Securities and that the Company shall determine proposes for any reason to prepare and file register any of its Common Stock under the Securities Act in connection with the SEC a registration statement relating to an offering proposed offer and sale of its Common Stock for either for its own account or the account of others under the Act on behalf of any of its Common Stock, other than security holders (a "Proposed Registration") on a form which is suitable for an offering for cash of securities issued pursuant shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a Strategic Issuance (as defined below) and other than a registration statement on Form S-4 (or Form S-8 registration statement (each as promulgated under successor form) or a transaction to which Rule 145 or any other similar rule of the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transactionSEC is applicable, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) promptly give written notice of such determination and, if within fifteen (15) proposed registration to the Investors and shall offer the Investors the right to request inclusion of the Registrable Securities held by such holders in the Proposed Registration. ii. Each Investor shall have 20 days after from the receipt of such notice, the Subscriber shall so request in writing, notice to deliver to the Company shall include in such registration statement all or any part a written request specifying the number of such Registrable Securities such Subscriber requests Investor intends to be registered; provided sell and such Investor's intended method of disposition. iii. In the event that the Company shall not be required to register any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company mayProposed Registration is, without the consent of the Subscriberin whole or in part, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber Company shall so advise the Investor as part of the written notice given pursuant to Section 2.b.i, and any request under 2.b.ii must timely execute and deliver specify that the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not Registrable Securities be included in the underwriting on the same terms and conditions as the Common Stock, if any, otherwise being sold through underwriters under such registration. iv. In the event that the offering is to be an underwritten offering, on terms no less favorable than those agreed the Investors proposing to distribute their Registrable Securities through such underwritten offering agree to enter into a customary underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. v. Notwithstanding the foregoing if, in its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and good faith judgment, the managing underwriters advise underwriter determines and advises the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the inclusion of all Registrable Shares of the Subscriber requested Securities proposed to be included in the underwritten public offering, together with any other Common Stock proposed to be included therein other than Registrable Securities (such registration statementother shares collectively the "Other Shares"), would interfere with the successful marketing of such securities, then the Company will include number of shares that are entitled to be included in the registrationregistration and underwriting shall be allocated in the following manner: (iA) first, any securities the Company proposes to sellsell for its own account, (iiB) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration rightRegistrable Securities, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from among the Rightsholders Investors on the basis of the total number of shares being for which each such Investor has requested for inclusion in registration, and (C) third, Other Shares, pro rata among the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by respective holders thereof on the Board of Directors basis of the Company in good faith); (ii) in connection with any financing transaction in respect number of shares for which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that each such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription Agreementrequesting holder has requested registration.

Piggy-Back Registrations. If If, at any time during prior to the Effectiveness expiration of the Registration Period there (as hereinafter defined), the resale of any Registrable Securities (other than any indeterminate number thereof issuable pursuant to the Warrant other than pursuant to a Cash Exercise or Cashless Exercise) is not otherwise registered pursuant to an effective registration statement covering all of the Registrable Securities Registration Statement and the Company shall determine to prepare and file with the SEC a registration statement Registration Statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stock, equity securities (other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans) (a “Piggyback Eligible Registration Statement”), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Buyer written notice of such determination and, if within fifteen (15) days after receipt the effective date of such notice, the Subscriber a Buyer shall so request in writing, the Company shall include in such registration statement Piggyback Eligible Registration Statement all or any part of such the Registrable Securities then outstanding and not otherwise registered pursuant to an effective Registration Statement, that such Subscriber Buyer requests to be registered, except that if, in connection with any underwritten public offering for the account of the Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Piggyback Eligible Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Piggyback Eligible Registration Statement only such limited portion of the Registrable Securities with respect to which a Buyer has requested inclusion hereunder as the underwriter shall permit; provided PROVIDED, HOWEVER, that the Company shall not be required to register exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled by contract to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and PROVIDED, FURTHER, HOWEVER, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the contractual right to include such securities in the Piggyback Eligible Registration Statement other than holders of securities entitled to inclusion of their securities in such Piggyback Eligible Registration Statement by reason of demand registration rights. No right to registration of Registrable Securities under this Section 2(b) shall be construed to limit any registration required under Section 2(a) hereof. If an offering in connection with which a Buyer is entitled to registration under this Section 2(b) is an underwritten offering, then a Buyer shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement and the underwriting agreement in such offering, on the same terms and conditions as other shares of Common Stock included in such underwritten offering (including, without limitation, execution of an agreement with the managing underwriter or agent limiting the sale or distribution such Buyer may make of shares of Common Stock or any securities convertible or exchangeable or exercisable for such shares of the Company, except as part of such registration). Notwithstanding anything to the contrary set forth herein, the registration rights of the Buyers pursuant to this Section 2(b) shall only be available to the extent that the Buyer holds Registrable Securities and the Initial Registration Shares are eligible not registered for resale or issuance pursuant to Rule 144 promulgated under Section 2(a) in accordance with the Act; and provided further terms of this Agreement at the time that the Company may, without the consent of the Subscriber, withdraw such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including files a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementPiggyback Eligible Registration Statement.

Piggy-Back Registrations. If If, at any time during the Effectiveness Period Period, there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall send deliver to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Holder a written notice of such determination and, if within fifteen (15) days after receipt the date of the delivery of such notice, the Subscriber any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Holder requests to be registered; provided if the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company in writing that the dollar amount or number of shares of the Company's common stock which the Company desires to sell, taken together with the Registrable Securities, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the "Maximum Number of Shares"), then the Company may reduce the number of Registrable Securities included in such registration statement by such amount as advised by the managing underwriter or underwriters on a pro rata basis; and provided further, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated under by the Act; and provided further Commission pursuant to the Securities Act or that are the Company may, without the consent subject of the Subscriber, withdraw such registration statement before its becoming a then effective if the Company Registration Statement that is available for resales or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, dispositions by such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested to be included in such registration statement, then the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as a result of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) in connection with any financing transaction in respect of which the Company is a borrower; or (iii) to a vendor, lessor, lender, or customer of the Company, or a research, manufacturing or other commercial collaborator of the Company, in a transaction approved by the Board of Directors, provided in any case, that such issuance is not being made primarily for the purpose of avoiding compliance with this Subscription AgreementHolder.

Piggy-Back Registrations. If at any time during after the Effectiveness Period Closing Date there is not an effective registration statement covering all of the Registrable Securities issued Underlying Shares and Warrant Shares and the Company shall determine determines to prepare and file with the SEC Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a Form but excluding Forms S-4 or Form S-8 registration statement (each as promulgated under the Act or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans)and similar forms which do not permit such registration, then the Company shall send to each holder of any of the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) issued Securities written notice of such determination and, if within fifteen (15) calendar days after receipt of such notice, the Subscriber any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares, and Warrant Shares such Registrable Securities such Subscriber holder requests to be registered; registered and which inclusion of such Underlying Shares and Warrant Shares will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided that by the Securities and Exchange Commission (including, but not limited to, Rule 415). The obligations of the Company shall not be required to register any Registrable Securities pursuant to under this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent may be waived by any holder of any of the Subscriber, withdraw such Securities entitled to registration statement before its becoming effective if the Company rights under this Section 4.23. The holders whose Underlying Shares and Warrant Shares are included or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale by the Company of securities for its own account and the managing underwriters advise the Company in writing that in their opinion the offering contemplated by the registration statement cannot be successfully completed if the Company were to also register the Registrable Shares of the Subscriber requested required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement, then . In no event shall the Company will include in the registration: (i) first, any securities the Company proposes to sell, (ii) second, any securities liability of any person whose securities are being registered as a result holder of the exercise of a demand registration right, and (iii) third, that portion of the aggregate number of shares being requested for inclusion in the registration statement by (X) the Subscriber and (Y) all other Rightsholders, which in the opinion of such managing underwriters can successfully be sold, such number of shares to be taken pro rata from the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction Securities or a “strategic alliance” (as determined by the Board of Directors of the Company in good faith); (ii) permitted successor in connection with any financing transaction Underlying Shares and Warrant Shares included in respect any such registration statement be greater in amount than the dollar amount of which the net proceeds actually received by such Purchaser upon the sale of the Underlying Shares and Warrant Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included in such registration statement. All expenses incurred by the Company is a borrower; or in complying with Section 4.23, including, without limitation, all registration and filing fees, printing expenses (iii) to a vendorif required), lessor, lender, or customer fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or a research“blue sky” laws, manufacturing or other commercial collaborator fees of the CompanyFINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." The Company will pay all Registration Expenses in a transaction approved connection with the registration statement under Section 4.23. Selling Expenses in connection with each registration statement under Section 4.23 shall be borne by the Board holder and will be apportioned among such holders in proportion to the number of DirectorsShares included therein for a holder relative to all the securities included therein for all selling holders, provided in any case, or as all holders may agree. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Underlying Shares and Warrant Shares of a particular Purchaser that such issuance is not being made primarily for Purchaser shall furnish to the purpose Company in writing such information and representation letters, including a completed form of avoiding a securityholder questionnaire, with respect to itself and the proposed distribution by it as the Company may reasonably request to assure compliance with this Subscription Agreementfederal and applicable state securities laws.

Piggy-Back Registrations. If Without limiting any of the Company's other obligations hereunder, if at any time during the Effectiveness Period there is not an effective registration statement Registration Statement covering all of the Registrable Securities and the Company shall determine to 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 of any of its Common Stockequity securities, other than an offering of securities issued pursuant to a Strategic Issuance (as defined below) and other than a on Form S-4 or Form S-8 registration statement (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any business combination transaction, acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to the Subscriber (together with any other holders of its Common Stock possessing “piggyback registration rights” comparable to those granted to the Subscriber hereunder (“Rightsholders”)) each Investor written notice of such determination andand if, if within fifteen (15) days after receipt of such notice, the Subscriber any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Subscriber Investor requests to be registered. Transfer of Shares After Registration; provided Suspension. Each Investor agrees that it will not effect any disposition or other transfer of its Registrable Securities or its right to purchase Registrable Securities that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, as contemplated in the Registration Statement and as described below, and that it will promptly notify the Company of any material changes in the information set forth in the Registration Statement regarding such Investor (other than the number of Securities beneficially owned by it) or its plan of distribution attached as Exhibit "B" hereto. Except in the event that paragraph (c) below applies, the Company shall: (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related prospectus contained therein or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Shares being sold thereunder, such prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide each Investor with either copies of any documents filed pursuant to Section 3(b)(i) or access to such documents electronically; and (iii) upon request, inform each Investor who so requests that the Company shall has complied with its obligations in Section 3(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify each Investor to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify each Investor pursuant to Section 3(b)(i) hereof when the amendment has become effective). Subject to paragraph (d) below, in the event: (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus contained therein or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (iv) following the 60th Business Day of the Effective Date, if the Board of Directors determines in good faith, by appropriate resolutions, that, as a result of an event or circumstance which necessitates the making of any material changes in the Registration Statement or prospectus contained therein, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state a material fact required to register be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus contained therein, it will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the Company shall promptly deliver a certificate in writing or electronically to each Investor (the "Suspension Notice") to the effect of the foregoing and, upon receipt of such Suspension Notice, each Investor will refrain from selling any Registrable Securities pursuant to this Section that are eligible for resale pursuant to Rule 144 promulgated under the Act; and provided further that the Company may, without the consent of the Subscriber, withdraw Registration Statement (a "Suspension") until such registration statement before its becoming effective if the Company or other stockholders have elected to abandon the proposal to register the securities proposed to be registered thereunder. If the registration statement Investor is being filed for an underwritten public offering, the Subscriber must timely execute and deliver the usual and customary agreement among the Company, such Subscriber and the underwriters relating to the registration including a lock-up agreement if requested by the underwriters with respect to any shares of Common Stock not included advised in the registration, on terms no less favorable than those agreed to by the Company, its directors and its officers. If the registration statement is being filed for an underwritten offer and sale writing by the Company that the current prospectus contained therein may be used, and has received copies of securities for its own account and any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such prospectus. Notwithstanding the managing underwriters advise foregoing, the right of the Company to implement a Suspension shall be limited to two such Suspensions and an aggregate of 45 days in writing that in their opinion any twelve-month period. In the offering contemplated by event of any Suspension, the registration statement Company will use its reasonable best efforts to cause the use of the prospectus contained therein so suspended to be resumed as soon as reasonably practicable after delivery of a Suspension Notice to each of the Investors. In the event, within any twelve month period, of (i) three or more such Suspensions or (ii) one or two Suspensions exceeding an aggregate of 45 days, (an "Excess Suspension") and as a result of such Excess Suspension the Investor cannot be successfully completed if the Company were make sales pursuant to also register the Registrable Shares of the Subscriber requested such Registration Statement and is not eligible to be included in such registration statementthen make sales under Rule 144, then the Company will include in the registration: (i) firstmake payments to each Investor, any securities the Company proposes to sell, (ii) second, any securities of any person whose securities are being registered as partial damages and not as a result of the exercise of a demand registration rightpenalty, and (iii) third, that portion in an amount equal to 1% of the aggregate amount invested by such Investor for each 30-day period or pro rata for any portion thereof of such Excess Suspension. The Company agrees that Suspension Notices will not contain any material, non-public information. If a Suspension is not then in effect, each Investor may sell Registrable Securities under the Registration Statement, provided that it complies with any applicable prospectus delivery requirements. Upon receipt of a request therefor, the Company will provide an adequate number of shares being requested current prospectuses contained therein to such Investor and to any other parties requiring such prospectuses. [INTENTIONALLY OMITTED] Following the Effective Date or at such earlier time as a legend is no longer required for inclusion Registrable Securities under the Securities Purchase Agreements, the Company will no later than three (3) Business Days following the delivery by an Investor to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Registrable Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to effect the registration statement by (X) the Subscriber reissuance and/or transfer and (Y) all other Rightsholders, which in the an opinion of such managing underwriters can successfully Investor's counsel reasonably acceptable to the Company, provided that no such opinion shall be sold, required if such number of shares Registrable Securities are eligible for sale pursuant to be taken pro rata from Rule 144 and the Rightsholders on the basis of the total number of shares being requested for inclusion in the registration statement by each Rightsholder. “Strategic Issuance” shall mean an issuance of securities: (i) in connection with a “corporate partnering” transaction or a “strategic alliance” (as determined by the Board of Directors of Investor provides the Company in good faith); (ii) with Seller's Certificate in connection with any financing transaction in respect of customary form and substance acceptable pursuant to which the applicable Investor shall certify that the Registrable Securities are eligible for resale under Rule 144) issue irrevocable transfer agent instructions and to deliver or cause to be delivered to such Investor a certificate representing such Registrable Securities that is free from all restrictive and other legends. The Company is a borrower; may not make any notation on its records or (iii) give instructions to a vendor, lessor, lender, or customer the Transfer Agent that enlarge the restrictions on transfer set forth in this Section. Termination of Conditions and Obligations. Any conditions precedent imposed by Section 4 of the Company, Securities Purchase Agreements or a research, manufacturing or other commercial collaborator this Agreement upon the transferability of the CompanyRegistrable Securities shall cease and terminate as to any particular number of Registrable Securities when such Registrable Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such Registrable Securities, in a transaction approved by when such Registrable Securities are eligible for sale pursuant to Rule 144 or at such time as an opinion of counsel satisfactory to the Board of Directors, provided in any case, Company shall have been rendered to the effect that such issuance is conditions are not being made primarily for necessary in order to comply with the purpose of avoiding compliance with this Subscription AgreementSecurities Act.