Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If the Company at any time during within two (2) years after complete exercise of this Warrant, but no more than seven (7) years from the seven years following the effective date of the Public Offeringthis Warrant, the Company proposes to prepare and file one register under the 1933 Act (except by a Form S-4 or more post-effective amendments to the registration statement filed in connection with the Public Offering Form S-8 Registration Statement or any new registration statement successor forms thereto) or post-effective amendments thereto covering equity or debt securities qualify for a public distribution under Section 3(b) of the Company1933 Act, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement")securities, it will give written notice to all Holders of this Warrant, any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and any Warrant Shares of its intention to do so by registered mail ("Notice")and, at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon on the written request of any such a holder (a "Requesting Holder"), made Holder given within twenty (20) business days after receipt of any such notice (which request shall specify the Notice, that Warrant Shares intended to be sold or disposed of by such Holder and describe the Company include nature of any of the Requesting Holder's Registrable Securities in the proposed Registration Statementsale or other disposition thereof), the Company shall, as to each such Requesting Holder, will use its best efforts to effect cause all such Warrant Shares, the Holders of which shall have requested the registration under or qualification thereof, to be included in such registration statement proposed to be filed by the Act Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the Registrable Securities managing underwriter of the proposed offering (which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost opinion shall be in writing and expense and at no cost or expense delivered to the Requesting Holders) can be accommodated without adversely affecting the proposed offering, then the amount of Warrant Shares proposed to be offered by such Holders (except for registration, as provided well as the number of securities of any other selling shareholders participating in Section 7.5(b) hereof)the registration, shall not be included or shall be proportionately reduced to a number deemed satisfactory by the managing underwriter. Notwithstanding the provisions With respect to each inclusion of this Section 7.3, the Company shall have the right at any time after it shall have given written notice securities in a registration statement pursuant to this Section 7.3 (irrespective 9(a), the selling Holders shall pay the fees and disbursements of whether special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders’ shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any written request for inclusion jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statementregistration, qualification, notification or to withdraw approval, whether or not at the same after request of the filing but prior to Holders, more than six (6) months following the effective date thereof.

Piggyback Registration. If, (a) If at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to register (including for this purpose a registration effected by the registration statement filed Company for shareholders of the Company other than the WS Holders) equity securities under the Securities Act in connection with the Public Offering public offering solely for cash on Form S-1, ▇-▇ ▇▇ S-3 (or any new registration statement replacement or post-effective amendments thereto covering equity or debt securities of the Companysuccessor forms), or any such securities of the Company held by its shareholders shall promptly give each WS H▇▇▇▇▇ ▇▇▇tten notice of such registration (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration StatementPiggyback Registration"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of each WS H▇▇▇▇▇ ▇▇▇en within 20 days following the date of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statementnotice, the Company shall, as shall cause to each be included in such Requesting Holder, registration statement and use its best efforts to effect the registration be registered under the Securities Act of all the Registrable Securities which it has been so that each such WS H▇▇▇▇▇ ▇▇▇ll have requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)be registered. Notwithstanding the provisions of this Section 7.3, the The Company shall have the absolute right at to withdraw or cease to prepare or file any time after it registration statement for any offering referred to in this Section 9.3 without any obligation or liability to any WS H▇▇▇▇▇. (b) If the managing underwriter shall advise the Company in writing (with a copy to each Selling Holder) that, in its opinion, the amount of Registrable Securities requested to be included in such registration would materially adversely affect such offering, or the timing thereof, then the Company will include in such registration, to the extent of the amount and class which the Company is so advised can be sold without such material adverse effect in such offering: first, all securities proposed to be sold by the Company for its own account; and second, the Warrant Stock requested to be included in such registration by WS Holders and all other securities requested to be included in such registration by Persons other than the Company and WS Holders, the securities covered by this clause second to be included pro rata based on the estimated gross proceeds from the sale thereof. (c) Each WS H▇▇▇▇▇ ▇▇▇ll be entitled to have given written notice its Registrable Securities included in an unlimited number of Piggyback Registrations pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof9.3.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to register any of its securities under the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders Act (in any such case, other than in connection with a merger, acquisition merger or pursuant to Form S-8 S-4 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"Form S-8), it will give written notice of its intention to do so by registered mail ("Notice")mail, at least thirty (30) business days prior to the filing of each such Registration Statementregistration statement, to all holders the Holders of the Registrable SecuritiesFinancial Advisor's Warrants and/or the Warrant Shares of its intention to do so. Upon If any of the written request Holders of such a holder (a "Requesting Holder"), made the Financial Advisor's Warrants and/or Warrant Shares notify the Company within twenty (20) business days after receipt mailing of the Notice, that the Company any such notice of its or their desire to include any of the Requesting Holder's Registrable Securities such securities in the such proposed Registration Statementregistration statement, the Company shall, as to each shall afford such Requesting Holder, use its best efforts to effect the registration under the Act Holders of the Registrable Securities which it has been so Financial Advisor's Warrants and/or Warrant Shares the opportunity to have any such Financial Advisor's Warrants and/or Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to register be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration ("Piggyback Registration")a) FIRST, at the Companysecurities the Company proposes to sell, (b) SECOND, the securities held by the entities that made the demand for registration, (c) THIRD, the Financial Advisor's sole cost Warrants and/or Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, PRO RATA among the Holders of Financial Advisor's Warrants and/or Warrant Shares on the basis of the number of Financial Advisor's Warrants and/or Warrant Shares requested to be registered by such Holders, and expense and at no cost or expense (d) FOURTH, other securities requested to the Requesting Holders (except as provided be included in Section 7.5(b) hereof)such registration. Notwithstanding the provisions of this Section 7.39.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 9.2 (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect not to file any such proposed Registration Statement, registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the within seven (7) years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for form)(for purposes of this Article 7, collectively, the "“Registration Statement"”), it will give written notice of its intention to do so by registered mail ("“Notice"”), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "“Requesting Holder"”), made within twenty (20) business days after receipt by the Holder of the Notice, that the Company include any of the Requesting Holder's ’s Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best commercially reasonable efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("“Piggyback Registration"”), at the Company's ’s sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section Article 7.5(b) hereof). Notwithstanding the provisions of this Section Article 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section Article 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any Holder of Registrable Securities.

Piggyback Registration. If, If the Company at any time during proposes, for any reason, to register any Primary Shares or Other Shares (or ADSs representing Primary Shares or Other Shares) under the seven years following Securities Act (other than on Form S-4 or Form S-8 promulgated under the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering Securities Act or any new registration statement successor forms thereto), it shall promptly give written notice to each Shareholder of its intention so to register such Primary Shares or post-effective amendments thereto covering equity Other Shares (or debt securities such ADSs) and, upon the written request, given within 20 days after delivery of any such notice by the Company, or of any such securities of Shareholder to include in such registration Registrable Shares (and/or ADSs representing such Registrable Shares) owned by such Shareholder (which request shall specify the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders number of the Registrable Securities. Upon the written request of Shares (and/or ADSs) proposed to be included in such a holder (a "Requesting Holder"registration), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have use its commercially reasonable efforts to cause all such Registrable Shares (and ADSs) to be included in such registration on the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if such registration is an underwritten offering and the managing underwriter advises the Company that the inclusion of all Primary Shares, Registrable Securities Shares and Other Shares (or ADSs representing such Primary Shares, Registrable Shares and Other Shares) proposed to be included in such registration would interfere with the successful marketing (including pricing) of the preferred shares (and/or ADSs representing such preferred shares) proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares and Other Shares (and ADSs representing the foregoing) proposed to be included in such registration shall have already been madebe included in the following order: (a) to elect not to file any first, Primary Shares (or ADSs representing Primary Shares); (b) second, Registrable Shares (or ADSs representing Registrable Shares) held by the Shareholders requesting that Registrable Shares (or ADSs representing Registrable Shares) be included in such proposed Registration Statementregistration, pro rata based upon the number of Registrable Shares owned by each such Shareholder at the time of such registration; and (c) third, Other Shares (or to withdraw ADSs representing such Other Shares) held by shareholders requesting that Other Shares (or ADSs representing such Other Shares) be included in such registration, pro rata based on the same after number of Other Shares owned by each such shareholder at the filing but prior to the effective date thereoftime of such registration of Other Shares (or among such shareholders in such other proportion as they shall otherwise agree).

Piggyback Registration. If, In the event that the Company shall propose a Registration at any time during when a Registration Statement is not effective pursuant to Section 2 above, then the seven years following Company shall give to each Holder written notice (the effective date “Registration Notice”) of such proposed Registration (which notice shall include a statement of the Public Offeringproposed filing date thereof, the Company proposes underwriters and/or managing underwriters of the subject offering, and any other known material information relating to prepare and file one the proposed Registration) not less than twenty (20) or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders than sixty (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form60) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such the subject Registration Statement, and shall, subject to the limitations provided in this Section 3, include in such Registration Statement all holders or a portion of the Registrable Securities. Upon Shares owned by and/or issuable to each Holder, as and to the extent that such Holder may request same to be so included by means of written request of such a holder notice given to the Company within ten (a "Requesting Holder"), made within twenty (2010) business days after receipt the Company’s giving of the Registration Notice, that . Each Holder shall be permitted to withdraw all or any part of its Registrable Shares from a Registration Statement by written notice to the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right given at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofof the Registration Statement. The Company shall bear all of the Costs and Expenses of any Registration described in this Section 3; provided, however, that each Holder shall pay, pro rata based upon the number of its Registrable Shares included therein, the underwriters’ discounts, commissions and compensation attributable solely to the inclusion of such Registrable Shares in the overall public offering. Notwithstanding anything to the contrary contained herein, the Company’s obligation to include a Holder’s Registrable Shares in any such Registration Statement shall be subject, at the option of the Company, to the following further conditions: (a) The distribution for the account of such Holder shall be underwritten by the same underwriters (if any) who are underwriting the distribution of the securities for the account of the Company and/or any other persons whose securities are covered by such Registration Statement, and shall be made at the same underwriter discount or commission applicable to the distribution of the securities for the account of the Company and/or any other persons whose securities are covered by such Registration Statement; and such Holder shall enter into an agreement with such underwriters containing customary indemnification and other provisions; (b) If at any time after giving the Registration Notice, and prior to the effective date of the Registration Statement filed in connection with such Registration Notice, the Company shall determine for any reason not to proceed with the subject Registration, the Company may, at its election, give written notice of such determination to the Holders and, thereupon, shall be relieved of its obligation to register any of the Holders’ Registrable Shares in connection with such Registration; (c) In connection with an underwritten public offering pursuant to a Registration Statement under this Section 3, if and only if the managing underwriter(s) thereof shall advise the Company in writing that, due to adverse market conditions or the potential adverse impact on the offering to be made for the account of the Company, the securities to be included in such Registration will not include all of the Registrable Shares requested to be so included by the Holders, then the Company will promptly furnish each such Holder with a copy of such written statement and may require, by written notice to each such Holder accompanying such written statement, that the distribution of all or a specified portion of such Registrable Shares be excluded from such distribution (with any such “cutback” to be allocated among the subject Holders (and, if applicable, any other holders of Common Stock to be included in such Registration) in proportion to the relative number of shares of Common Stock requested by such Persons to be included in such Registration); and (d) The Company shall not be obligated to effect any registration of Shares incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans.

Piggyback Registration. If, (i) If the Company shall at any time during propose to conduct a registered offering of Common Stock (whether a registered offering of Common Stock by the seven years following Company or a registered offering of Common Stock by the effective Company’s stockholders (including a Requested Underwritten Offering), or both, but excluding an offering pursuant to Section 2.1(b), an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 (or any similar forms adopted after the date hereof as replacements therefor) or an offering on any registration statement form that does not permit secondary sales), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five (5) Business Days before) the commencement of such offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing date of the Public registration statement (if not yet filed) and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of an Underwritten Offering (other than a Requested Underwritten Offering, ) advise the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed that in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, their reasonable opinion that the Company include any inclusion of the Requesting a Holder's ’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed Registration Statement, the Company shall, as to each be included in such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Piggyback Notice shall offer the Holders the opportunity to include in such offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that in the event that the Company proposes to effectuate the subject offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of Holders which are subject to such effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests for inclusion within three (3) Business Days (or within one (1) Business Day in the case of an “overnight” offering or “bought deal”) after sending the Piggyback Notice, provided that such written request sets forth such information regarding the Selling Stockholder as is required to be disclosed in connection with the offering (and any related registration, if applicable) pursuant to Regulation S-K promulgated under the Securities Act. If, following the receipt of a Piggyback Notice, Eclipse Holdings elects to undertake a Resale Distribution to permit its Limited Partners to participate in such Piggyback Registration, Eclipse Holdings shall send written notice to the Limited Partners participating in such Resale Distribution that (i) specifies the amount of Registrable Securities that Eclipse Holdings anticipates distributing to such Limited Partner in the Resale Distribution and (ii) sets forth the information contained in the Piggyback Notice, and the Limited Partners may thereafter include such Registrable Securities in the Piggyback Registration if written notice is provided by the Limited Partners to the Company within the time periods, and with the required information, set forth in the previous sentence. (ii) If a Holder decides not to include for registration in an offering contemplated by this Section 2(c) (and any related registration, if applicable) such Holder’s Registrable Securities following the receipt of a Piggyback Notice, such Holder shall nevertheless continue to have the right at to include any time after it of such Holder’s Registrable Securities in any subsequent offering contemplated by this Section 2(c) (and any related registration, if applicable) in accordance with this Section 2(c). (iii) If the managing underwriter or managing underwriters of an Underwritten Offering advise the Company and the Holders that in their reasonable opinion that the inclusion of all of the Registrable Securities requested for inclusion in an Underwritten Offering (other than a Requested Underwritten Offering) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed to be included in such offering, the Company shall include in such Underwritten Offering only that number of shares of Common Stock proposed to be included in such Underwritten Offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (A) first, to the Company, (B) second, if there remains availability for additional shares of Common Stock to be included in such Underwritten Offering following the allocation to the Company under (A), pro rata among the Parties (other than the Company) that (prior to any cutback) would participate in such Underwritten Offering based on the relative number of Registrable Securities that would be held by each such Party following any related Resale Distribution, if any, and (C) if there remains availability for additional shares of Common Stock to be included in such registration following the allocation to the Parties under (B), third pro rata among all other Persons holding Common Stock who may be seeking to register such Common Stock pursuant to incidental or piggyback registration rights based on the number of Common Stock such Person is entitled to include in such registration. (iv) Any Holder or Limited Partner shall have given the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the effectiveness of such Registration Statement and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder or Limited Partner shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. (v) The Company shall have the right to terminate or suspend any registered offering as to which Holders have a right to a Piggyback Registration pursuant to this Section 7.3 2(c) (irrespective of other than any registered offering initiated by a Holder pursuant to Section 2(a)–(b)) at any time in its sole discretion, and without any obligation to any Party (whether any written request for inclusion of Registrable Securities shall have already been made) or not such Party has elected to elect not exercise its right to file any such proposed a Piggyback Registration Statement, or pursuant to withdraw the same after the filing but prior to the effective date thereofthis Section 2(c)).

Piggyback Registration. If, at any time during the seven commencing after October , 2000 and expiring five years following the effective date of the Public Offeringthereafter, the Company proposes to prepare and file one or more postregister any of its securities under the Securities Act of 1933, as amended (the "Securities Act") (other than pursuant to a Form ▇-effective amendments to the registration statement filed in connection with the Public Offering ▇, ▇▇▇▇ ▇-▇ or any new registration statement or post-effective amendments thereto covering equity or debt securities other successor form of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"limited purpose), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business 30 days prior to the filing of each such Registration Statementregistration statement, to all holders the Warrants and Warrant Securities Holder of its intention to do so. If the Registrable Securities. Upon Warrants and Warrant Securities Holder notifies the written request of such a holder (a "Requesting Holder"), made Company within twenty (20) 20 business days after receipt of the Notice, that the Company any such notice of its or their desire to include any of the Requesting Holder's Registrable their respective Warrant Securities in the such proposed Registration Statementregistration statement, the Company shallshall afford such Holders of Warrants and Warrant Securities the opportunity to have any such Warrant Securities registered under such registration statement, as provided, however, that if the managing Holder advises the Company in writing that the inclusion of all Warrant Securities that Holders have proposed be included in such registration statement would interfere with the successful marketing of the securities proposed to be registered by the Company, then the securities to be included in such registration statement shall be included in the following order: (a) first, the securities proposed to be included in such registration by the Company or, if such registration is for securities of specified security holders of the Company, by such holders; (b) second, the Warrant Securities held by the Holders requested to be included in such registration; and (c) third, all other holders of Common Stock entitled to be included in such registration statement (pro rata among the holders requesting such registration based upon the number of shares of Common Stock requested by each such Requesting Holder, use its best efforts holder to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereofbe registered). Notwithstanding the provisions of this Section 7.38.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 8.1 (irrespective of whether any a written request for inclusion of Registrable any such Warrant Securities shall have already been made) to elect not to file any such proposed Registration Statement, registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If the Company at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments register any of its securities under the Securities Act for sale to the public (except with respect to registration statement filed in connection with statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of Registrable Securities for sale to the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securitiesso. Upon the written request of any of such a holder (a "Requesting Holder")holders of the Registrable Securities, made given within twenty (20) business days after receipt by such Person of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statementsuch notice, the Company shallwill, as subject to each such Requesting Holderthe limits contained in this Section 4, use its reasonable best efforts to effect the registration cause all such Registrable Securities of said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; provided, further, that (a) in no event shall the amount of Registrable Securities of Selling Stockholders be reduced below twenty-five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities; and (b) any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and (iii) the Registrable Securities which it has been so requested sought to register be included by the holders thereof as determined on a pro rata basis ("Piggyback Registration"), at based upon the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion aggregate number of Registrable Securities shall have already been made) to elect not to file any held by such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofholders).

Piggyback Registration. If(a) The Company agrees that if, at any time, and from time during to time, after the seven years following earlier to occur of (i) an IPO and (ii) a Trading Event, the effective date Board of Directors of the Public Offering, Company (the Company proposes to prepare and file one or more post-effective amendments to “Board”) shall authorize the filing of a registration statement filed under the Securities Act (other than the IPO or a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the Public Offering proposed offer of any of its securities by it or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statementstockholders, the Company shall, as : (A) promptly notify each Holder that such registration statement will be filed and that the Registrable Securities then held by such Holder will be included in such registration statement at such Holder’s request; (B) cause such registration statement to each cover all of such Requesting Holder, Registrable Securities issued to such Holder for which such Holder requests inclusion; (C) use its best efforts to cause such registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable Securities that have been issued to such Holder to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holder to promptly effect the registration under the Act of the Registrable Securities which it has been so requested to register proposed sale or other disposition. ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(bb) hereof). Notwithstanding the provisions any other provision of this Section 7.35.2, the Company may at any time, abandon or delay any registration commenced by the Company. In the event of such an abandonment by the Company, the Company shall not be required to continue registration of shares requested by the Holder for inclusion, the Holder shall retain the right to request inclusion of shares as set forth above and the withdrawn registration shall not be deemed to be a registration request for the purposes of Section 5.2(c) below. (c) Each Holder shall have the right at to request inclusion of any time after it shall have given written notice pursuant to of its Registrable Securities in a registration statement as described in this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) 5.2, up to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofthree times.

Piggyback Registration. If, at any time during the seven years following commencing after the effective date of the Public OfferingRegistration Statement and expiring five (5) years thereafter, the Company proposes to prepare and file one or more post-effective amendments to register any of its securities under the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders Act (in any such case, other than in connection with a merger, acquisition merger or pursuant to Form S-8 S-4 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"Form S-8), it will give written notice of its intention to do so by registered mail ("Notice")mail, at least thirty (30) business days prior to the filing of each such Registration Statementregistration statement, to all holders the Holders of the Registrable SecuritiesRepresentative's Warrants and/or the Warrant Shares of its intention to do so. Upon If any of the written request Holders of such a holder (a "Requesting Holder"), made the Representative's Warrants and/or Warrant Shares notify the Company within twenty (20) business days after receipt mailing of the Notice, that the Company any such notice of its or their desire to include any of the Requesting Holder's Registrable Securities such securities in the such proposed Registration Statementregistration statement, the Company shall, as to each shall afford such Requesting Holder, use its best efforts to effect the registration under the Act Holders of the Registrable Securities which it has been so Representative's Warrants and/or Warrant Shares the opportunity to have any such Representative's Warrants and/or Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to register be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration ("Piggyback Registration")a) FIRST, at the Companysecurities the Company proposes to sell, (b) SECOND, the securities held by the entities that made the demand for registration, (c) THIRD, the Representative's sole cost Warrants and/or Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, PRO RATA among the Holders of Representative's Warrants and/or Warrant Shares on the basis of the number of Representative's Warrants and/or Warrant Shares requested to be registered by such Holders, and expense and at no cost or expense (d) FOURTH, other securities requested to the Requesting Holders (except as provided be included in Section 7.5(b) hereof)such registration. Notwithstanding the provisions of this Section 7.39.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 9.2 (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect not to file any such proposed Registration Statement, registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, (i) If the Company shall at any time during propose to conduct a registered offering of Common Stock (whether a registered offering of Common Stock by the seven years following Company or a registered offering of Common Stock by the effective Company’s stockholders (including a Requested Underwritten Offering), or both, but excluding an offering pursuant to Section 2(b), an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 (or any similar forms adopted after the date hereof as replacements therefor) or an offering on any registration statement form that does not permit secondary sales), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five (5) Business Days before) the commencement of such offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing date of the Public registration statement (if not yet filed) and the number of shares of Common Stock that are proposed to be registered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of an Underwritten Offering (other than a Requested Underwritten Offering, ) advise the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed that in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, their reasonable opinion that the Company include any inclusion of the Requesting a Holder's ’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed Registration Statement, the Company shall, as to each be included in such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Piggyback Notice shall offer the Holders the opportunity to include in such offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “Piggyback Registration”); provided, however, that in the event that the Company proposes to effectuate the subject offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of Holders which are subject to such effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests for inclusion within three (3) Business Days (or within one (1) Business Day in the case of an “overnight” offering or “bought deal”) after sending the Piggyback Notice, provided that such written request sets forth such information regarding the Selling Stockholder as is required to be disclosed in connection with the offering (and any related registration, if applicable) pursuant to Regulation S-K promulgated under the Securities Act. (ii) If a Holder decides not to include for registration in an offering contemplated by this Section 2(c) (and any related registration, if applicable) such Holder’s Registrable Securities following the receipt of a Piggyback Notice, such Holder shall nevertheless continue to have the right at to include any time after it of such Holder’s Registrable Securities in any subsequent offering contemplated by this Section 2(c) (and any related registration, if applicable) in accordance with this Section 2(c). (iii) If the managing underwriter or managing underwriters of an Underwritten Offering advise the Company and the Holders that in their reasonable opinion that the inclusion of all of the Registrable Securities requested for inclusion in an Underwritten Offering (other than a Requested Underwritten Offering) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed to be included in such offering, the Company shall include in such Underwritten Offering only that number of shares of Common Stock proposed to be included in such Underwritten Offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (A) first, to the Company, (B) second, if there remains availability for additional shares of Common Stock to be included in such Underwritten Offering following the allocation to the Company under (A), pro rata among the Parties (other than the Company) that (prior to any cutback) would participate in such Underwritten Offering based on the relative number of Registrable Securities that would be held by each such Party following any related resale distribution, if any, and (C) if there remains availability for additional shares of Common Stock to be included in such registration following the allocation to the Parties under (B), third pro rata among all other Persons holding Common Stock who may be seeking to register such Common Stock pursuant to incidental or piggyback registration rights based on the number of Common Stock such Person is entitled to include in such registration. (iv) Any Holder or Limited Partner shall have given the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the effectiveness of such Registration Statement and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder or Limited Partner shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. (v) The Company shall have the right to terminate or suspend any registered offering as to which Holders have a right to a Piggyback Registration pursuant to this Section 7.3 2(c) (irrespective of other than any registered offering initiated by a Holder pursuant to Section 2(a) or 2(b)) at any time in its sole discretion, and without any obligation to any Party (whether any written request for inclusion of Registrable Securities shall have already been made) or not such Party has elected to elect not exercise its right to file any such proposed a Piggyback Registration Statement, or pursuant to withdraw the same after the filing but prior to the effective date thereofthis Section 2(c)).

Piggyback Registration. If, at any time during from and after the seven years following date hereof and subject to the effective date terms and conditions hereof, and until the termination of the Public Offeringthis Shareholders’ Agreement in accordance with Section 8.3 hereof, the Company proposes shall determine to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering 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 equity securities (other than on Form F-4, or any new registration statement successor form thereto, or post-effective amendments thereto covering equity or debt securities of Form S-8 if then available to the Company, or any successor form thereto, or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or bona fide, employee benefit plans), the Company shall send to SOF written notice of such securities determination (the “Piggyback Notice”) and, if within ten (10) days after the delivery of the Piggyback Notice, SOF shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities that SOF requests to be registered, except that if, in connection with any Underwritten Offering for the account of the Company held by its shareholders (the managing underwriter(s) thereof shall impose a limitation on the number of Shares which may be included in any the Registration Statement because, in such caseunderwriter(s)’ judgment, marketing or other than factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration StatementStatement (i) all Shares, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Noticeif any, that the Company include any proposes to sell for its own account and (ii) the number of Shares, including the Registrable Securities, that the managing underwriter(s) advise(s), allocated pro rata among the holders of such Shares who are then entitled to exercise piggyback registration rights on the basis of the Requesting Holder's number of Shares requested to be included therein by each holder of such Shares. If an offering in connection with which SOF is entitled to registration under this Section 6.3 is an Underwritten Offering, then SOF, unless otherwise agreed by the Company, shall offer and sell such Registrable Securities in an Underwritten Offering using the proposed Registration Statementsame underwriter or underwriters and, the Company shall, as subject to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3Shareholders’ Agreement, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw on the same after the filing but prior to the effective date thereofterms and conditions as other Shares included in such Underwritten Offering.

Piggyback Registration. If, If the Company at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the a registration statement filed in connection with the Public Offering or respect to any new registration statement or post-effective amendments thereto covering class of its equity or debt securities of the Companysecurities, or any such securities of the Company held by whether for its shareholders own account (in any such case, other than in connection with the Registration Statement contemplated by Section 6.1 or a mergerregistration statement on Form S-4 or S-8 (or any successor or substantially similar form), acquisition or the registration of (A) an employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to Form S-8 any such plan or successor form(B) a dividend reinvestment plan) or for the account of an Other Approved Holder (for purposes of this Article 7, collectively, the a "Registration StatementRequesting Securityholder"), it will then the Company shall in each case give written notice of its intention such proposed filing to do so by registered mail ("Notice"), all Holders at least thirty twenty (3020) business days prior to the anticipated filing date of each any such Registration Statementregistration statement by the Company, and such notice shall offer to all holders of Holders the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include opportunity to have any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act or all of the Registrable Securities held by such Holders included in such registration statement. Each Holder desiring to have its Registrable Securities registered under this Section 6.2 shall so advise the Company in writing within fifteen (15) days after the date of receipt of such notice (which it has been request shall set forth the amount of Registrable Securities for which registration is requested), and the Company shall include in such Registration Statement all such Registrable Securities so requested to register ("Piggyback Registration"), at be included therein on the same terms and conditions as the securities being registered by the Company. Any Holder's sole cost and expense and at no cost request for such inclusion may be withdrawn, in whole or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3part, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofof such Registration Statement. Notwithstanding the foregoing, if the Managing Underwriter of any such proposed public offering advises the Company in writing that the total amount or kind of securities which the Holders, the Company and the Other Approved Holders intend to be included in such proposed public offering is sufficiently large to materially adversely affect the success of such proposed public offering, then the amount or kind of securities to be offered for the accounts of Holders and the Other Approved Holders (other than the Requesting Securityholder) shall be reduced pro rata to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by such Managing Underwriter before the securities offered by the Company or any Requesting Securityholder are so reduced.

Piggyback Registration. If(a) If the Company proposes to file a registration statement under the Securities Act with respect to an offering of its Ordinary Shares (i) for its own account (other than a registration statement on Form F-▇, ▇-▇ or S-8 (or any substitute form that may be adopted by the Commission)) or (ii) for the account of any holders of its Ordinary Shares (including any pursuant to a Demand Registration), on a form and in a manner that would permit registration of Registrable Shares for sale to the public under the Securities Act, the Company shall give written notice of such proposed filing to each Holder as soon as practicable (but in any event not less than 30 days before the anticipated filing date), and such notice shall offer each Holder the opportunity to register such number of Registrable Shares as the Holder shall request. Upon the written direction of any Holder, given within 20 days following the receipt by such Holder of any such written notice (which direction shall specify the number of Registrable Shares intended to be disposed of by such Holder), the Company shall include in such registration statement (a "Piggyback Registration" and, collectively with a Demand Registration, a "Registration'") such number of Registrable Shares as shall be set forth in such notice. (b) Notwithstanding anything contained in this Section 3.02, if the lead underwriter of an offering involving a Piggyback Registration advises the Company that the inclusion of such Registrable Shares (i) would materially and adversely affect the price of the Ordinary Shares to be offered or (ii) result in a greater amount of Ordinary Shares being offered than the market could reasonably absorb, then the number of Registrable Shares to be registered by each party requesting Piggyback Registration shall be reduced such that the total number of Registrable Shares being registered is not larger than such number which, in the opinion of such underwriters, can be sold without (i) materially and adversely affecting the price of the Ordinary Shares to be offered or (ii) resulting in a greater number of Ordinary Shares being registered than the market could absorb. Such Registrable Shares to be included in such Registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of securities originally requested to be registered by each of them. Nothing contained herein shall require the Company to reduce the number of Ordinary Shares proposed to be issued by the Company. (c) Subject to Section 3.01 (e) (ii) hereof, no Piggyback Registration effected under this Section 3.02 shall be deemed to have been effected pursuant to Section 3.01 hereof or shall release the Company of its obligations to effect any Demand Registration upon request as provided under Section 3.01 hereof (d) The Company shall not be obligated to effect any registration of Registrable Shares under this Section 3.02 that is incidental to the registration of any of its securities in connection with any merger, acquisition, exchange offer, dividend reinvestment plan or stock option or other employee benefit plan. (e) Notwithstanding anything contained in this Section 3.02, if at any time during the seven years following after giving notice of its intention to register any of its securities and prior to the effective date of the Public Offeringregistration statement fled in connection with such registration, the Company proposes shall determine for any reason not to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Companyregister such securities, or any such securities of the Company held by may, at its shareholders (in any such caseelection, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior such determination to the filing of each Holders participating in such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that registration and thereupon the Company include any shall be relieved of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested obligation to register any Registrable Shares in connection with such registration ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense but not from its obligation to pay expenses incurred in connection with such registration to the Requesting Holders (except as extent provided in Section 7.5(b3.05). (f) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at No Holder may participate in any time after it shall have given written notice underwritten registration pursuant to this Section 7.3 3.02 unless such Holder (irrespective i) agrees to sell such Holder's Registrable Shares on the basis provided in any underwritten arrangements approved by the Company and (ii) completes and executes all questionnaires, powers of whether any written request for inclusion attorney, indemnities, underwriting agreements and other documents required under the terms of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofunderwriting arrangements.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, (a) If the Company proposes to prepare and file one or more post-effective amendments to the a registration statement filed under the Securities Act with respect to an offering of Common Stock for its own account or for the account of another Person (other than a registration statement on Form S-4 or S-8, or, except as provided for in connection with the Public Offering Section 2.3, pursuant to Rule 415 (or any new registration statement substitute form or post-effective amendments thereto covering equity or debt securities of rule, respectively, that may be adopted by the CompanyCommission)), or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will shall give written notice of its intention such proposed filing to do so by registered mail the Holders at the address set forth in the share register of the Company as soon as reasonably practicable ("Notice"but in no event less than 15 days before the anticipated filing date), at least thirty (30) business days prior undertaking to provide each Holder the filing opportunity to register on the same terms and conditions such number of each shares of Registrable Securities as such Registration Statement, to all holders of the Registrable Securities. Upon the written Holder may request of such a holder (a "Requesting HolderPiggyback Registration"), made within twenty (20) . Each Holder will have seven business days after receipt of any such notice to notify the NoticeCompany as to whether it wishes to participate in a Piggyback Registration (which notice shall not be deemed to be a request for a Demand Registration); provided that should a Holder fail to provide timely notice to the Company, such Holder will forfeit any rights to participate in the Piggyback Registration with respect to such proposed offering other than as described in Section 2.1(a)(iv). In the event that the Company include any registration statement is filed on behalf of a Person other than the Requesting Holder's Registrable Securities in the proposed Registration StatementCompany, the Company shall, as to each such Requesting Holder, will use its best efforts to have the shares of Registrable Securities that the Holders wish to sell included in the registration statement. If the Company or the Person for whose account such offering is being made shall determine in its sole discretion not to register or to delay the proposed offering, the Company may, at its election, provide written notice of such determination to the Holders and (i) in the case of a determination not to effect the registration under proposed offering, shall thereupon be relieved of the Act obligation to register such Registrable Securities in connection therewith, and (ii) in the case of a determination to delay a proposed offering, shall thereupon be permitted to delay registering such Registrable Securities for the same period as the delay in respect of the proposed offering. As between the Company and the Selling Holders, the Company shall be entitled to select the Underwriters in connection with any Piggyback Registration. (b) If the Registrable Securities which it has been so requested to register be included in the Piggyback Registration by any Holder differ from the type of securities proposed to be registered by the Company and the managing Underwriter advises the Company that due to such differences the inclusion of such Registrable Securities would cause a Material Adverse Effect, then ("i) the number of such Holders' Registrable Securities to be included in the Piggyback Registration")Registration shall be reduced to an amount which, at in the Company's sole cost and expense and at opinion of the managing Underwriter, would eliminate such Material Adverse Effect or (ii) if no cost or expense to such reduction would, in the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding opinion of the provisions of this Section 7.3managing Underwriter, eliminate such Material Adverse Effect, then the Company shall have the right at to exclude all such Registrable Securities from such Piggyback Registration, provided, that no other securities of such type are included and offered for the account of any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion other Person in such Piggyback Registration. Any partial reduction in number of Registrable Securities of any Holder to be included in the Piggyback Registration pursuant to clause (i) of the immediately preceding sentence shall be effected pro rata based on the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such Piggyback Registration by all Persons other than the Company who have already been madethe contractual right to request that their shares be included in such registration statement and who have requested that their shares be included. If the Registrable Securities requested to be included in the registration statement are of the same type as the securities being registered by the Company and the managing Underwriter advises the Company that the inclusion of such Registrable Securities would cause a Material Adverse Effect, the Company will be obligated to include in such registration statement, as to each Holder only a portion of the shares such Holder has requested be registered equal to the ratio which such Holder's requested shares bears to the total number of shares requested to be included in such registration statement by all Persons (other than the Person or Persons initiating such registration request) who have the contractual right to elect not to file request that their shares be included in such registration statement and who have requested their shares be included. If the Company initiated the registration, then the Company may include all of its securities in such registration statement before any such proposed Registration StatementHolder's requested shares are included. If another security holder initiated the registration, or then the Company may not include any of its securities in such registration statement unless all Registrable Securities requested to be included in the registration statement by all Holders are included in such registration statement. If as a result of the provisions of this Section 2.2(b) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw the same after the filing but such Holder's request to include Registrable Securities in such registration statement prior to the effective date thereofits effectiveness.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, (a) Whenever the Company proposes to prepare and file one publicly sell or more post-effective amendments register for sale any of its securities in an underwritten offering pursuant to the a registration statement filed in connection with (a “Piggyback Registration Statement”) under the Public Offering or any new Securities Act (other than a registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to on Form S-8 or on Form S-4 or any similar successor formforms thereto) (for purposes of this Article 7, collectivelya “Piggyback Registration”), the "Registration Statement"), it will Company shall give prompt written notice to Amneal Group of its intention to do so by registered mail effect such sale or registration ("the “Piggyback Registration Notice"”) and, subject to Section 5.4(b), shall include in such transaction all Registrable Securities with respect to which the Company has received a written request from any Amneal Group Member for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion, without prejudice to any Amneal Group Member’s right to immediately request a Demand Underwritten Offering hereunder. (b) If the managing underwriter or underwriters of any proposed underwritten offering of Registrable Shares included in a Piggyback Registration informs the Company and the Amneal Group Members that have requested to participate in such offering that, in its or their opinion, the number of Registrable Shares which such Amneal Group Members and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the Registrable Shares offered, then the Registrable Shares to be included in such underwritten offering shall be (i) first, if requested by the Company on behalf of TPG, the number of shares of Company Common Stock TPG proposes to sell equal to at least thirty the lesser of (30A) business days prior 50% of the dollar value of the shares of Company Common Stock to be sold in the filing Demand Underwritten Offering or $150,000,000 of shares of Company Common Stock, (ii) second, and only if all the shares referred to in clause (i) have been included, the shares of Class A Common Stock that the Company proposes to sell, (iii) third, and only if all the shares referred to in clause (ii) have been included, the number of Registrable Shares that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata (A) first, among purchasers of Company Common Stock in any Company-Assisted PIPE Transaction and (B) second, among the Amneal Group Members, in each of (A) and (B), that have requested to participate in such offering based on the relative number of Registrable Shares then held by each such Registration Statementholder (provided, that any securities thereby allocated to an Amneal Group Member that exceed such Amneal Group Member’s request shall be reallocated among the remaining requesting Amneal Group Members in like manner) and (iv) fourth, and only if all holders of the Registrable Securities. Upon the written Shares referred to in clause (iii) have been included in such Registration, any other securities eligible for inclusion in such offering. (c) No registration of Registrable Shares effected pursuant to a request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that under this Section 5.4 shall be deemed to have been effected pursuant to Section 5.3 or shall relieve the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration obligations under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofSections 5.1 through 5.3.

Piggyback Registration. (a) If, at any time during the seven years following the effective date of the Public Offeringtime, the Company proposes to prepare and file one or more post-effective amendments to register any of its securities under the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders Securities Act (in any such case, other than in connection with a merger, acquisition an IPO or pursuant to Form S-8 Section 2.2 hereof or successor form) (for purposes on Forms ▇-▇, ▇-▇ or comparable forms of this Article 7, collectivelyregistration statements), the "Registration Statement"), it Company will give written notice of its intention to do so by registered mail ("Notice")mail, at least thirty (30) business days prior to the filing of each such Registration Statementregistration statement, to all holders the Holders of the Registrable SecuritiesSecurities of its intention to do so. Upon If any Holder notifies the written request of such a holder (a "Requesting Holder"), made Company within twenty (20) business days after receipt of the Notice, that the Company any such notice of its desire to include any of the Requesting Holder's Registrable Securities in the such proposed Registration Statementregistration statement, the Company shall, as to each shall afford such Requesting Holder, use its best efforts to effect the registration under the Act Holder of the Registrable Securities which it has been so requested the opportunity to register have any such Registrable Securities registered under such registration statement. ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(bb) hereof). Notwithstanding the provisions of this Section 7.32.3, (i) the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 2.3 (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect to postpone or not to file any such proposed Registration Statementregistration statement, or to withdraw the same after the filing but prior to the effective date thereof and (ii) if the underwriter or underwriters, if any, of any such proposed public offering shall be of the reasonable opinion that the total amount or kind of securities held by the Holders and any other persons or entities entitled to be included in such public offering would adversely affect the success of such public offering, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata with all other selling stockholders included on any such registration based upon the relative holdings of shares of Common Stock of such entities to the extent necessary to reduce the total amount of securities to be included in such public offering to the amount reasonably recommended by the underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such reduced portion (which may be none) of the Registrable Securities with respect to which such Holder has provided notice pursuant to this Section 2.3. In no event shall the Company be required pursuant to this Section 2.3 to reduce the amount of securities to be registered by it. Notwithstanding the foregoing, the Company may withdraw any registration statement referred to in this Section 2.3 without thereby incurring any liability to the Holders.

Piggyback Registration. If(a) Subject to Section 4.6 hereof, if, at any time during while there still remain Registrable Securities, the seven years following Company is no longer eligible to use or, notwithstanding its obligations under Section 4.1(a), otherwise the effective date of the Public OfferingRegistration Statement is not effective, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any a new registration statement or post-effective amendments thereto covering equity or debt securities under the Securities Act with respect to an offering of Common Stock for (i) the Company, ’s own account (other than a registration statement on Form S-4 or S-8 (or any such securities substitute form that may be adopted by the Commission) or with respect to a Company at-the-market offering program (“ATM Program”) or Company dividend reinvestment plans) or (ii) the account of any holder of Common Stock (other than the Holders), then the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will shall give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior such proposed filing to the Holders as soon as reasonably practicable (but in no event less than ten (10) Business Days before the anticipated filing date of each such Registration Statementnew registration statement). Upon a written request, given by Holders to the Company within five (5) Business Days after delivery of any such notice by the Company, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in such Registration (which request shall specify the number of Registrable Securities proposed to be included in such new registration statement if such registration statement is not a “pay as you go” Automatic Shelf Registration Statement), the Company shall, as subject to each Section 4.6 hereof, include all such Requesting Holder, use its best efforts to effect the registration under the Act of the requested Registrable Securities which it has been so requested in such new registration statement on the same terms and conditions as applicable to register the Company’s or such holder’s Common Stock ("a “Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof”). Notwithstanding the provisions foregoing, if at any time after giving written notice of this such proposed filing and prior to the effective date of such new registration statement, the Company or such holders shall determine for any reason not to proceed with the proposed filing of the new registration statement, then the Company may, at its election, give written notice of such determination to the Holders and, thereupon, will be relieved of its obligation to Register any Registrable Securities in connection with such new registration statement. (b) The Holders of Registrable Securities shall be permitted to withdraw all or any part of their shares from any Piggyback Registration at any time on or before the second (2nd) Business Day prior to the planned effective date of such Piggyback Registration, except as otherwise provided in any written agreement with the Company’s underwriter(s), if any, establishing the terms and conditions under which such Holders would be obligated to sell such securities in such Piggyback Registration. (c) If a Piggyback Registration is an Underwritten Offering on behalf of the Company, and the managing underwriter(s) advise the Company that in its or their reasonable opinion the number of securities proposed to be included in such registration exceeds the Underwriters’ Maximum Number, then the Company shall include in such registration (i) first, the number of securities proposed to be offered by the Company, (ii) second, the number of securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with Section 7.34.2(a), pro rata on the basis of the aggregate number of Registrable Securities requested to be included by each such Holder and (iii) third, any other securities that have been requested to be so included by any other person. (d) If a Piggyback Registration is an Underwritten Offering on behalf of a holder of Company securities other than Holders, and the managing underwriter(s) advise the Company that in its or their reasonable opinion the number of securities proposed to be included in such registration exceeds the Underwriters’ Maximum Number, then the Company shall include in such registration (i) first, the number of securities requested to be included therein by the holder(s) originally requesting such registration, (ii) second, the number of securities proposed to be offered by the Company, (iii) third, the number of securities requested to be included therein by all Holders who have requested registration of Registrable Securities in accordance with Section 4.2(a), pro rata on the basis of the aggregate number of Registrable Securities requested to be included by each such Holder and (iv) fourth, any other securities that have been requested to be so included by any other person. (e) In any Piggyback Registration that is an Underwritten Offering, the Company shall have the right at to select the managing underwriter(s) for such registration. (f) The Company shall not grant to any time after it shall have given written notice pursuant Person the right to request the Company to register any shares of Company securities in a Piggyback Registration unless such rights are consistent with the provisions of this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof4.2.

Piggyback Registration. If(a) After the First Year Lock-Up Expiration Date, if the Company at any time during proposes to effect an Underwritten Public Offering of its Class A Common Stock for its own account or the seven years following account of any Stockholder (other than (i) pursuant to the effective date of the Public IPO Follow-On Underwritten Offering, any Exchange Registration or Demand Registration or (ii) pursuant to a registration on Form S-4 or S‑8 or any successor or similar forms) (a “Piggyback Registration”), the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty ten (3010) business days prior to the filing anticipated launch of such Underwritten Public Offering to each such Registration Statement, to all holders of the Registrable Securities. Upon H&F Holders and, following an AIC Demand Event, AIC, which notice shall set forth the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts Company’s intention to effect the registration under Underwritten Public Offering and the Act rights of each of the Registrable Securities which it has been so requested H&F Holders and AIC, as applicable, under this Section 3.12 and shall offer each of the H&F Holders and AIC, as applicable, the opportunity to register ("Piggyback Registration")sell in such Underwritten Public Offering the number of shares of Class A Common Stock as each may request, at the Company's sole cost and expense and at no cost or expense subject to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding restrictions on Transfers herein, the provisions of this Section 7.33.12 and, with respect to the H&F Holders, Section 2.01(d)(v). Upon the request of any H&F Holder or, following an AIC Demand Event, AIC, made within seven (7) business days after the receipt of notice from the Company (which request shall specify the number of shares of Class A Common Stock intended to be sold by or for the benefit of such Stockholder), the Company shall use its reasonable best efforts to include in the Underwritten Public Offering all such shares that any H&F Holder or AIC have requested to be sold. Notwithstanding anything to the right at any time after it shall have given written notice contrary herein, the H&F Holders and AIC must sell their Registrable Securities pursuant to this Section 7.3 3.12 to the underwriters selected by the Company and on the same terms and conditions as apply to the Company. (irrespective b) The Company shall be liable for and pay all Registration Expenses in connection with any Piggyback Registration. (c) In connection with a Piggyback Registration, if the sole or managing underwriter of whether any written request for inclusion the registration advises the Company that in its opinion the number of Registrable Securities requested to be included exceeds the Maximum Offering Size, the Company shall have already been made) to elect not to file any include Registrable Securities in such proposed Registration Statement, or to withdraw the same after the filing but prior registration up to the effective date thereofMaximum Offering Size in accordance with the priority established by Section 3.05(a) with respect to the IPO Follow-On Underwritten Offering. -29- SC1:3469153.8 (d) No registration of Registrable Securities effected pursuant to a request under this Section 3.12 shall be counted as a Demand Registration.

Piggyback Registration. If, If the Company at any time during proposes for any reason to register Primary Shares or Other Shares under the seven years following Securities Act (other than on Form S-4 or Form S-8 promulgated under the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering Securities Act or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"forms thereto), it will shall give written notice to the holders of Registrable Shares of its intention to do so by registered mail ("Notice"), register such Primary Shares or Other Shares at least thirty (30) business days prior before the initial filing of such registration statement and, upon the written request, delivered to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made Company within twenty (20) business days after receipt delivery of any such notice by the Company, of the Notice, holders of Registrable Shares to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration and shall state that the Company include any such holder of the Requesting Holder's Registrable Securities Shares desires to sell such Registrable Shares in the proposed Registration Statementpublic securities markets), the Company shall, as to each such Requesting Holder, shall use its best efforts to effect cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Company that the inclusion of some or all Registrable Shares requested to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by the Company, then the number of Primary Shares and Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: (i) first, the Primary Shares; (ii) second, the Series B Registrable Shares (or, if necessary, such Series B Registrable Shares will be cutback pro rata among the holders thereof based upon the number of Series B Registrable Shares requested to be registered by each such holder (or Series B Registrable Shares issued in respect thereof)); (iii) third, the Non-Series B Registrable Shares (or, if necessary, such Non-Series B Registrable Shares will be cutback pro rata among the holders thereof based upon the number of Non-Series B Registrable Shares requested to be registered by each such holder (or Non-Series B Registrable Shares issued in respect thereof), provided, however, that in no event will Registrable Shares be cut back pursuant to this clause (iii) or clause (ii) above to the point that Registrable Shares in aggregate constitute less than thirty five percent (35%) of the total number of shares registered in any registration under this Section 3); and (iv) fourth, the Act of the Registrable Securities which it has been so Other Shares requested to register be included in such registration ("Piggyback Registration"or, if necessary, such Other Shares pro rata among the holders thereof based upon the number of Other Shares requested to be registered by each such holder); provided, at the Company's sole cost and expense and at however, that no cost Registrable Shares or expense Other Shares shall be required to the Requesting Holders (except as provided be included in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice registration pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect 3 in connection with the Company’s initial public offering if the Company and the underwriters determine, in their sole discretion, not to file include any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofshares other than Primary Shares.

Piggyback Registration. (a) If, at any time during after the seven years following the effective date of the Public OfferingMandatory Registration Termination Date, the Company proposes to prepare and file one register any of its Common Stock under the Securities Act, whether as a result of a primary or more post-effective amendments secondary offering of Common Stock or pursuant to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities rights granted to holders of the Company, or any such other securities of the Company held by its shareholders (but excluding in all cases any such case, other than in connection with a merger, acquisition or registration pursuant to Form Section 2A hereof or any registrations to be effected on Forms S-4 or S-8 or other applicable successor form) (for purposes of this Article 7, collectivelyForms), the "Registration Statement")Company shall, it will each such time, give to the Investors twenty (20) days' prior written notice of its intention intent to do so by registered mail ("Notice")so, at least thirty (30) business days prior and such notice shall describe the proposed registration and offer such holders the opportunity to the filing register such number of Registrable Shares as each such Registration Statement, to all holders of the Registrable Securitiesholder may request. Upon the written request of such a holder any Investor given within ten (a "Requesting Holder"), made within twenty (2010) business days after receipt the giving of any such notice by the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration StatementCompany, the Company shall, as to each such Requesting Holder, shall use its reasonable best efforts to effect cause to be included in such registration the Registrable Shares of such selling Investor, to the extent requested to be registered, among all holders of Registrable Shares and other persons entitled to the inclusion of their shares in such registration, pro rata on the basis of the number of shares of Common Stock that owned or held by such selling Investor to all of the shares of Common Stock owned or held by all holders and other persons entitled to be included within such registration; provided that (i) the number of Registrable Shares proposed to be sold by such selling Investor is equal to at least twenty-five percent (25%) of the total number of Registrable Shares then held by such selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the registration under is to include shares of Common Stock to be sold for the Act account of the Registrable Securities which it has been so requested Company or any party exercising demand registration rights pursuant to register ("Piggyback Registration"), at any other agreement with the Company's sole cost , the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such selling Registrable Shares (without any reduction in the number of shares to be sold for the account of the Company or such party exercising demand registration rights) is likely to affect materially and expense and at no cost adversely the success of the offering or expense to the Requesting Holders (except price that would be received for any shares of Common Stock offered, in which case the rights of such selling Investor shall be as provided in Section 7.5(b3(b) hereof). Notwithstanding . (b) If a registration pursuant to Section 3 hereof involves an underwritten offering and the provisions managing underwriter shall advise the Company in writing that, in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered in such offering, then, notwithstanding anything in this Section 7.33 to the contrary, the Company shall only be required to include in such registration, to the extent of the number of shares of Common Stock which the Company is so advised can be sold in such offering, (i) first, the number of shares of Common Stock proposed to be included in such registration for the account of the Company and/or any stockholders of the Company (other than the Investors) that have exercised demand registration rights, in accordance with the right at priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other than the Investors), and (ii) second, the shares of Common Stock requested to be included in such registration by all other stockholders of the Company (including, without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be included in such registration. (c) In connection with any time after it offering involving an underwriting of shares, the Company shall have given written notice pursuant to not be required under this Section 7.3 (irrespective 3 or otherwise to include the Registrable Shares of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any Investor therein unless such proposed Registration Statement, or to withdraw the same after the filing but prior Investor accepts and agrees to the effective date thereofterms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Company.

Piggyback Registration. If, If at any time during the seven years following Company proposes for any reason to register Primary Shares or Other Shares under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto and other than with respect to the IPO Registration Statement) including any registration pursuant to the exercise of the demand registration rights of any Person other than a Holder, on any form that would also permit the registration of Registrable Shares, the Company shall promptly give written notice to each Holder of its intention to so register the Primary Shares or Other Shares and, upon the written request, given within 15 days after delivery of any such notice by the Company, of any Holder to include in such registration Registrable Shares held by such Holder (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Company shall use its best efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; 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 Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with such registration, the Public Offering or Company shall determine for any new reason not to proceed with the proposed registration statement or post-effective amendments thereto covering equity or debt securities of the Companysecurities to be sold by it, or any such securities of the Company held by may, at its shareholders (in any such caseelection, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of such determination to each Holder of Registrable Shares and, thereupon, shall be relieved of its intention obligation to do so register any Registrable Shares in connection with such registration; and, provided further, however, that if (a) the managing underwriter in connection with any proposed underwritten offering initially proposed for the registration of Primary Shares advises the Company that the inclusion of all Registrable Shares or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares proposed to be registered by registered mail the Company, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: ("Notice")i) First, at least thirty the Primary Shares; (30ii) business days prior to Second, the filing Registrable Shares held by all Selling Holders, pro rata based upon the number of Registrable Shares owned by each such Registration StatementSelling Holder at the time of such registration; and (iii) Third, the Other Shares; (b) the managing underwriter in connection with any proposed underwritten offering initially proposed for the registration of Other Shares advises the Company that the inclusion of all Registrable Shares or Primary Shares proposed to all holders be included in such registration would interfere with the successful marketing (including pricing) of the Other Shares proposed to be registered by the Company, then the number of Primary Shares, Registrable Securities. Upon Shares and Other Shares proposed to be included in such registration shall be included in the written request following order: (i) First, the Other Shares; (ii) Second, the Primary Shares; and (iii) Third, the Registrable Shares held by all Selling Holders, pro rata based upon the number of Registrable Shares owned by each such Selling Holder at the time of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include registration. In connection with any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration underwritten offering under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.33, the Company shall not be required to include Registrable Shares in such underwritten offering unless the Holders of such Registrable Shares accept the terms of the underwriting of such offering that have been agreed upon between the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration StatementCompany and the underwriters selected by the Company, or to withdraw including without limitation, the same after underwriting agreement and the filing but prior to the effective date thereoffees and expenses in connection therewith.

Piggyback Registration. If, at any time during commencing September 1, 1999, and expiring on the seven years following the effective date of the Public OfferingExpiration Date, the Company proposes to prepare and file one or more post-effective amendments to register any of its securities, not registered on the registration statement filed in connection with date hereof, under the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders Act (in any such case, other than in connection with a merger, acquisition merger or pursuant to Form S-8 S-4 or successor formForm S-8) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice")mail, at least thirty (30) business days prior to the filing of each such Registration Statementregistration statement, to all holders the Holders of the Registrable SecuritiesWarrants and/or the Warrant Shares of its intention to do so. Upon If any of the written request Holders of such a holder (a "Requesting Holder"), made the Warrants and/or Warrant Shares notify the Company within twenty (20) business days after receipt mailing of the Notice, that the Company any such notice of its or their desire to include any of the Requesting Holder's Registrable Securities such securities in the such proposed Registration Statementregistration statement, the Company shall, as to each shall afford such Requesting Holder, use its best efforts to effect the registration under the Act Holders of the Registrable Securities which it has been so Warrants and/or Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in the underwriter's opinion the number of securities requested to register be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration ("Piggyback Registration")a) first, at the Company's sole cost securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrants and/or Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrants and/or Warrant Shares on the basis of the number of Warrants and/or Warrant Shares requested to be registered by such Holders, and expense and at no cost or expense (d) fourth, other securities requested to the Requesting Holders (except as provided be included in Section 7.5(b) hereof)such registration. Notwithstanding the provisions of this Section 7.39.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 9.2 (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect not to file any such proposed Registration Statement, registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. (a) If, at any time during the seven years following the effective date of the Public Offeringtime, the Company proposes determines to prepare and file one or more post-effective amendments to register any of its Primary Shares under the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than 1933 Act in connection with a mergerPublic Offering of such securities, acquisition or pursuant to Form S-8 or successor form) (for purposes other than its IPO, on a form that would also permit the registration of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders any of the Registrable Securities, the Company shall, at each such time, promptly give each Holder written notice of such determination. Upon the written request of such a holder any Holder received by the Company within fifteen (a "Requesting Holder"), made within twenty (2015) business days after receipt the giving of any such notice by the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration StatementCompany, the Company shall, as to each such Requesting Holder, shall use its best efforts to effect the registration cause to be registered under the 1933 Act all of the Registrable Securities of such Holder that each Holder has requested be registered. If the total amount of Registrable Securities that are to be included by the Company for its own account and at the request of Holders exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, then the Company will include in such registration only the number of securities which it has been so in the opinion of such underwriters can be sold, in the following order: (i) first, Primary Shares; and (ii) then the Registrable Securities requested to register ("Piggyback Registration")be included by the Holders, at pro rata, based on the Company's sole cost and expense and at no cost number of Registrable Securities owned by each of them which each of them requests be included in such registration; provided, however, that if any underwriter who is not an Affiliate or expense Associate of any Holder, in good faith requests for the success of the offering, that the number of Registrable Securities to be sold by any Holder or the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions Company be apportioned or excluded, such number or Registrable Securities of this Section 7.3, such Holder or the Company shall have be reduced or not included to the right at any time after it shall have given written notice pursuant extent so requested by said underwriter. (b) Notwithstanding anything to the contrary, Section 3.2 and this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities 3.3 shall have already been madenot apply to an Underwritten Shelf Take-Down effected under Section 3.7(b) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofa Non-Underwritten Shelf Take-Down effected under Section 3.7(c).

Piggyback Registration. If(a) If the Partnership at any time proposes for any reason to register Primary Units or Other Units under the Securities Act (other than the Public Offering, offerings on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto), offerings in connection with any stock option plan, stock purchase plan, savings or similar plan or offerings pursuant to registration rights in existence as of the date hereof (to the extent piggyback registration rights are permitted by such registration rights) and other than pursuant to Section 2), it shall give written notice to the Unitholders of its intention to so register such Primary Units or Other Units at least 30 days before the initial filing of the Registration Statement related thereto and, upon the request of any Unitholders to include in such registration Registrable Units (which request shall specify the number of Registrable Units proposed to be included in such registration), delivered to the Partnership within 15 business days after delivery of any such notice by the Partnership, the Partnership shall use its reasonable best efforts to cause all such Registrable Units to be included in such registration on the same terms and conditions as the units otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Partnership that the inclusion of all Registrable Units requested to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Units or Other Units proposed to be registered by the Partnership, then the number of Primary Units, Registrable Units and Other Units proposed to be included in such registration shall be, at the request of the managing underwriter, excluded from the offering or reduced ("cutback") pro rata among the holders of Registrable Shares and Other Shares, based upon the number of units requested by holders thereof to be registered in such offering; provided, further, that if, at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give after giving written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include register any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost Primary Units or Other Units and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofof the Registration Statement filed in connection with such registration, the Partnership shall determine for any reason either not to register or to delay registration of such units, the Partnership may, at its election, give written notice of such determination to each holder of Registrable Units and, thereupon (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Units in connection with such registration (but not from its obligation to pay the expenses of such registration), without prejudice, however, to the rights of any holder or holders of Registrable Units entitled to do so to request that such registration be effected as a Registration Statement pursuant to Section 2 or Section 4 of this Agreement, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Units, for the same period as the delay in registering such Primary Units and/or Other Units. No registration effected pursuant to this Section 3 shall relieve the Partnership of its obligation to effect any registration upon request under Section 2 or Section 4, nor shall any registration hereunder be deemed to have been effected pursuant to Section 2 or Section 4. The Partnership will pay all expenses of registration in connection with each registration pursuant to this Section 3. (b) The number of requests permitted by the Unitholders pursuant to this Section 3 shall be unlimited.

Piggyback Registration. IfIf the Corporation proposes for any reason to register Primary Shares, Additional Registrable Shares or Other Shares under the Securities Act at any time during after the seven years following the effective date closing of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the an initial Public Offering of Common Stock (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"forms thereto), it will shall give written notice to the Pre-IPO Securityholders of its intention to do so register such Primary Shares, Additional Registrable Shares or Other Shares at least 30 days before the initial filing of the registration statement for such Primary Shares, Additional Registrable Shares or Other Shares and, upon the written request, given within 20 days after delivery of any such notice by registered mail the Corporation, of any Pre-IPO Securityholder to include in such registration Pre-IPO Registrable Shares ("Notice"which request shall specify the number of Pre-IPO Registrable Shares proposed to be included in such registration and shall state the desire of such Pre-IPO Securityholder to sell such Pre-IPO Registrable Shares in the public securities markets), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, Corporation shall use its best efforts to effect cause all such Pre-IPO Registrable Shares to be included in such registration on the registration under same terms and conditions as the Act Primary Shares, the Additional Registrable Shares or Other Shares otherwise being sold in such registration; provided, however, if the managing underwriter advises the Corporation that the inclusion of all of the Pre-IPO Registrable Securities which it has been so requested Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all of such securities, then the number of Pre-IPO Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (i) If such registration is initiated by the Corporation to register Primary Shares, Other Shares or Additional Registrable Shares not constituting SP Registrable Shares, or by any holder of the foregoing: ("Piggyback Registration")A) first, the Primary Shares; (B) second, the Additional Registrable Shares constituting SP Registrable Shares requested by the Additional Securityholders to be included in such registration and the Pre-IPO Registrable Shares requested by the Pre-IPO Securityholders to be included in such registration, or, if necessary, such Shares allocated between (x) the Additional Securityholders who or which have requested the inclusion of SP Registrable Shares in such registration on the one hand and (y) the Pre-IPO Securityholders who or which have requested the inclusion of Pre-IPO Registrable Shares in such registration on the other hand, in proportion to the aggregate number of Shares held by each such group of Persons at the Company's sole cost and expense and at no cost or expense time of registration, with (i) the aggregate number of Shares allocated to the Requesting Holders Additional Securityholders described in clause (except as provided x) above further allocated among such Additional Securityholders in Section 7.5(b) hereof). Notwithstanding accordance with the applicable provisions of this Section 7.3any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting SP Registrable Shares held by each such Additional Securityholder at the time of registration and (ii) the aggregate number of Shares allocated to the Pre-IPO Securityholders described in clause (y) above further allocated among such Pre-IPO Securityholders in the following order: (1) first, the Company shall have Pre-IPO Registrable Shares constituting Conversion Shares or Warrant Shares requested by the right Pre-IPO Securityholders to be included in such registration (or, if necessary, such Pre-IPO Registrable Shares pro rata among all such Pre-IPO Securityholders based upon the aggregate number of Pre-IPO Registrable Shares constituting Conversion Shares and Warrant Shares held by each such Pre-IPO Securityholder at the time of registration); and (2) second, the Pre-IPO Registrable Shares constituting Initial Common Shares requested by the Pre-IPO Securityholders to be included in such registration (or, if necessary, such Pre-IPO Registrable Shares pro rata among all such Pre-IPO Securityholders based upon the number of Pre-IPO Registrable Shares constituting Initial Common Shares held by each such Pre-IPO Securityholder at the time of registration); (C) third, the Additional Registrable Shares not constituting SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time after it shall have given written notice pursuant to this Section 7.3 time and in effect at the time of registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares not constituting SP Registrable Shares held by each such Additional Securityholder at the time of registration); and (irrespective of whether any written D) fourth, the Other Shares. (ii) If such registration is initiated by Additional Securityholders who or which request for the inclusion of their Additional Registrable Securities shall have already been madeShares constituting SP Registrable Shares in such registration: (A) first, the Additional Registrable Shares constituting SP Registrable Shares requested by the Additional Securityholders to elect be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting SP Registrable Shares held by each such Additional Securityholder at the time of registration); (B) second, the Pre-IPO Registrable Shares constituting Conversion Shares or Warrant Shares requested by the Pre-IPO Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such Pre-IPO Securityholders based upon the aggregate number of Pre-IPO Registrable Shares constituting Conversion Shares and Warrant Shares held by each such Pre-IPO Securityholder at the time of registration); (C) third, the Pre-IPO Registrable Shares constituting Initial Common Shares requested by the Pre-IPO Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such Pre-IPO Securityholders based upon the number of Pre-IPO Registrable Shares constituting Initial Common Shares held by each such Pre-IPO Securityholder at the time of registration); (D) fourth, the Primary Shares; (E) fifth, the Additional Registrable Shares not constituting SP Registrable Shares requested by the Additional Securityholders to file be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such proposed Registration StatementAdditional Securityholders, as amended, supplemented or otherwise modified from time to withdraw time and in effect at the same after time of registration, or, in the filing but prior to absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the effective date thereof--- ---- number of Additional Registrable Shares not constituting SP Registrable Shares held by each such Additional Securityholder at the time of registration); and (F) sixth, the Other Shares.

Piggyback Registration. If, at any time during After the seven years following the effective date expiration of the Public OfferingLock-Up Period, if no Registration Statement is effective and available for resale of the Registrable Shares and the Company proposes to prepare and file one or more post-effective amendments to register (including, for this purpose, a registration effected by the registration statement filed Company for stockholders other than the Participating Holders) any of its Common Stock under the Securities Act in connection with the Public Offering public offering of such securities solely for cash (which, for the avoidance of doubt, shall not include registration statements on Forms S-8 or any new registration statement or post-effective amendments thereto covering equity or debt securities of the CompanyForms S-4, or any such securities of other comparable forms not available for registering Registrable Shares to the public), the Company held by its shareholders (in any shall, at such casetime, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, promptly give the "Registration Statement"), it will give written Participating Holders notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securitiesregistration. Upon the written request of such a holder (a "Requesting Holder"), made Participating Holder given within twenty (20) business days after receipt of such notice is given by the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration StatementCompany, the Company shall, as shall cause to each such Requesting Holder, use its best efforts to effect the registration under the Act be registered all of the Registrable Securities Shares that the Participating Holders request to be included in such registration; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company is greater than the amount which it can be offered without materially adversely affecting the Company’s offering, the Company may (subject to any existing contractual obligations in place prior to this Agreement) reduce the amount offered for the accounts of the selling stockholders (including such holders of Registrable Shares) to a number deemed satisfactory by such managing underwriter; provided further, that any securities to be excluded shall be determined in the following order of priority (subject to any existing contractual obligations in place prior to this Agreement): (i) securities held by any Persons not having any such contractual, incidental registration rights; (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement other than this Agreement and (iii) the Registrable Shares sought to be included under this Agreement by the holders thereof on a prorated basis (the “Underwriter Cutbacks”). If, as a result of the exclusion provisions set forth above, any Participating Holder shall only be permitted to include 75% or fewer of the Registrable Shares in such public offering that such Permitted Holder has been so requested to register ("Piggyback Registration")be included, at the Company's sole cost and expense and at no cost or expense such Permitted Holder may elect to the Requesting Holders (except as provided withdraw its request to include Registrable Shares in Section 7.5(b) hereof)such registration. Notwithstanding the provisions of this Section 7.3, the The Company shall have the right at to terminate or withdraw any time after registration initiated by it shall have given written notice pursuant to under this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made2.01(g) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to before the effective date thereofof such registration, whether or not any Participating Holder has elected to include Registrable Shares in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.04.

Piggyback Registration. IfSubject to the terms and conditions of this Agreement, if the Company at any time during the seven years following the effective date of the Public Offering, the Company Closing Date (other than pursuant to Section 9.1(a)) proposes to prepare and file one or more post-effective amendments register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders (the “Triggering Holders”) or both (except with respect to registration statement filed in connection with statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of Registrable Securities for sale to the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"public), it will give prompt written notice to the Purchaser of its intention to do so by registered mail ("Notice"), at least thirty such notice to be given not less than ten (3010) business days Business Days prior to the anticipated filing date of each such the related Registration Statement, to all holders of the Registrable Securities). Upon the written request of such a holder (a "Requesting Holder")the Purchaser, made within twenty (20) business days after receipt of the Notice, that received by the Company include within ten (10) Business Days after the giving of any such notice by the Company, to register any of the Requesting Holder's its Registrable Securities in the proposed Registration StatementSecurities, the Company shall, as to each such Requesting Holder, will use its commercially reasonable best efforts to effect the registration under the Act of cause the Registrable Securities as to which it has registration shall have been so requested to register ("Piggyback Registration"), at be included in the securities to be covered by the Registration Statement proposed to be filed by the Company's sole cost and expense and at no cost or expense , all to the Requesting Holders (except as provided in Section 7.5(b) hereof)extent required to permit the sale or other disposition by the Purchaser or its Affiliates of such Registrable Securities so registered. Notwithstanding In the provisions of this Section 7.3, the Company shall have the right at event that any time after it shall have given written notice registration pursuant to this Section 7.3 (irrespective 9.1(b) shall be, in whole or in part, an underwritten public offering of whether any written request for inclusion Common Stock, the number of shares of Registrable Securities to be included in such an underwriting may be reduced pursuant to an Underwriter Cutback. In the event that the managing underwriter or co-managing underwriters on behalf of all underwriters limits the number of shares to be included in a registration pursuant to this Section 9.1(b), or shall otherwise require a limitation of the number of shares to be included in the registration, then the Company will include in such registration (i) first, securities proposed by the Company to be sold for its own account or for the account of the Triggering Holders and (ii) second, shares of Registrable Securities requested to be included by the Purchaser pursuant to this Section 9.1(b) and securities requested to be included by any other holders of Common Stock (the “Requesting Holders”), pro rata, based on the number of Registrable Securities beneficially owned by the Purchaser and the number of shares of Common Stock with applicable registration rights beneficially owned by the Requesting Holders. Notwithstanding the foregoing provisions, the Company may withdraw any registration statement referred to in this Section 9.1(b) without thereby incurring any Liability to the Purchaser or its Affiliates. This Section 9.1(b) shall not apply with respect to any offering contemplated by Triggering Holders which is an underwritten block trade or similar transaction or other transaction with a one (1) day or less marketing period, including overnight bought deals, by one or more of the Selling Shareholders (or their affiliates or permitted transferees) or Other Equity Purchasers (or their Affiliates or permitted transferees). For the avoidance of doubt, to the extent the Purchaser elects to participate in registrations or offerings pursuant to this Section 9.1(b) in which one or more of the Selling Shareholders (or their affiliates or permitted transferees) is the Triggering Holder, the Purchaser acknowledges that the Sellers’ Representative shall be entitled to select the underwriters of such offering, negotiate the underwriting agreement and other documentation governing such offering, determine the timing, size and price of such offering and otherwise work with the Company and the underwriters in structuring and determining all aspects of the offering, and the Selling Shareholders (and their affiliates and permitted transferees) shall have already been made) to elect not to file priority in the event of any Underwriter Cutback in any such proposed Registration Statement, registration or to withdraw the same after the filing but prior to the effective date thereofoffering.

Piggyback Registration. If, If at any time during the seven years following the effective date of the Public Offering, the Company proposes for any reason to prepare and file one register Primary Shares or more post-effective amendments to Other Shares under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto or any registration statement filed in connection with the Public Offering or any new exercise of demand registration statement or post-effective amendments thereto covering equity or debt securities of rights pursuant to either the CompanyWarrant dated November 25, or any such securities of the Company 1997 held by its shareholders Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc. or the Warrant dated November 25, 1997 held by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration StatementExisting Warrants") if the ----------------- applicable Warrant does not permit the exercise of any piggyback registration rights on any exercise of demand registration rights thereunder and, after using its best efforts, the Company is not able to obtain a consent for the inclusion of Restricted Shares in such registration), it will shall promptly give written notice to each Investor of its intention to do so by registered mail ("Notice")register the Primary Shares or Other Shares and, at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon upon the written request of such a holder (a "Requesting Holder")request, made given within twenty (20) business 15 days after receipt delivery of any such notice by the NoticeCompany, that of any Investor to include in such registration Restricted Shares held by such Investor (which request shall specify the Company include any number of the Requesting Holder's Registrable Securities Restricted Shares proposed to be included in the proposed Registration Statementsuch registration), the Company shall, as to each such Requesting Holder, shall use its best efforts to effect cause all such Restricted Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Company that the -------- ------- inclusion of all Restricted Shares or Other Shares proposed to be included in such registration under would interfere with the Act successful marketing (including pricing) of the Registrable Securities Primary Shares proposed to be registered by the Company, then the number of Primary Shares, Restricted Shares and Other Shares proposed to be included in such registration shall be included in the following order: (b) second, the Other Shares (other than those shares of Common ------ Stock which it has been so are not subject to any registration rights agreement) and the Restricted Shares requested to register be included in such registration, pro rata based upon the number of Shares of Common Stock ("Piggyback Registration"), based upon Common Stock Equivalents) owned by each such seller at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions time of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofregistration.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders Holders; provided, however, that if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company's securities which can be marketed (except as provided in Section 7.5(bi) hereof)at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a portion of the Registrable Securities which it has been requested to register. Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the seven years following commencing after ---------------------- the effective date of the Public OfferingRegistration Statement and expiring five (5) years thereafter, the Company proposes to prepare and file one or more post-effective amendments to register any of its securities under the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders Act (in any such case, other than in connection with a merger, acquisition merger or pursuant to Form S-8 S-4 or successor formForm S-8) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice")mail, at least thirty twenty (3020) business days prior to the filing of each such Registration Statementregistration statement, to all holders the Holders of the Registrable SecuritiesRepresentative's Warrants and/or the Warrant Shares of its intention to do so. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include If any of the Requesting HolderHolders of the Representative's Registrable Securities Warrants and/or Warrant Shares notify the Company within ten (10) days after mailing of any such notice of its or their desire to include any such securities in the such proposed Registration Statementregistration statement, the Company shall, as to each shall afford such Requesting Holder, use its best efforts to effect the registration under the Act Holders of the Registrable Securities which it has been so Representative's Warrants and/or Warrant Shares the opportunity to have any such Representative's Warrants and/or Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to register be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration ("Piggyback Registration")a) first, at the Company----- securities the Company proposes to sell, (b) second, the securities held by the ------ entities, if any, that made the demand for registration, (c) third, the ----- Representative's sole cost and expense and at no cost or expense Warrants and/or Warrant Shares requested to be included in such registration which in the Requesting Holders (except as provided in Section 7.5(b) hereof)opinion of such underwriter can be sold, pro rata among all proposed selling shareholders. --- ---- Notwithstanding the provisions of this Section 7.39.2, the Company shall ------- have the right at any time after it shall have given written notice pursuant to this Section 7.3 9.2 (irrespective of whether any a written request for inclusion of Registrable Securities any ------- such securities shall have already been made) to elect not to file any such proposed Registration Statement, registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If at any time during the seven years following Company proposes for any reason to register Primary Shares or Other Shares under the effective date Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) including, without limitation, any registration pursuant to the exercise of the Public Offeringdemand registration rights of any Person other than a Holder, on any form that would also permit the registration of Registrable Shares, or (to the extent inclusion of Registrable Shares is permitted by applicable laws, rules and regulations) to offer Primary Shares or Other Shares pursuant to a “shelf take-down,” the Company shall promptly give written notice to each Holder of its intention to so register or offer the Primary Shares or Other Shares and, upon the written request, given within 15 days after delivery of any such notice by the Company, of any Holder to include in such registration Registrable Shares held by such Holder (which request shall specify the number of Registrable Shares proposed to be included in such registration or offering), the Company proposes shall use its best efforts to prepare cause all such Registrable Shares to be included in such registration or offering on the same terms and file one conditions as the securities otherwise being sold in such registration or more post-effective amendments to the registration statement filed in connection with the Public Offering or offering; provided, however, that if at any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give time after giving written notice of its intention to do so by registered mail ("Notice")register or offer any securities, at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofof the registration statement or filing of the preliminary prospectus supplement filed in connection with such registration or offering, as the case may be, the Company shall determine for any reason not to proceed with the proposed registration or offering of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and, thereupon, shall be relieved of its obligation to register or offer any Registrable Shares in connection with such registration or offering; provided further, however, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares or Other Shares proposed to be included in such registration or offering would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered or offered by the Company, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration or offering shall be included in the following order: 3.1 First, the Primary Shares or Other Shares, as applicable; and 3.2 Second, the Registrable Shares held by all Selling Investors, pro rata based upon the number of Registrable Shares owned by each such Selling Investor at the time of such registration or offering, as the case may be. In connection with any underwritten offering under this Section 3, the Company shall not be required to include Registrable Shares in such underwritten offering unless the Holders of such Registrable Shares accept the terms of the underwriting of such offering that have been agreed upon between the Company and the underwriters selected by the Company, including without limitation, the underwriting agreement and the fees and expenses in connection therewith.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, the Company Holdings proposes to prepare and file one a registration statement or more post-effective amendments to statements under the Act (together with any registration statement filed in connection with pursuant to a demand made under Section 4.2, “Registration Statement”) for the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities public sale of the Company, or any such securities of the Company held by its shareholders Common Stock for cash (in any such case, other than in connection with a merger, acquisition merger or pursuant to Form S-8 ▇-▇, ▇▇▇▇ ▇-▇ or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"comparable registration statement), ; it will give written notice of its intention to do so by registered mail ("Notice")mail, at least thirty (30) business days prior to the filing of each such Registration Statementregistration statement, to each Party of its intention to do so. If any Party (all holders of such Parties collectively with any Parties who have made a demand pursuant to Section 4.2 if the Registrable Securities. Upon context so requires, the written request of such a holder “Registering Parties”) notifies Holdings within ten (a "Requesting Holder"), made within twenty (2010) business days after receipt delivery of the Notice, that the Company any such notice of its desire to include any of the Requesting Holder's Registrable Securities such Common Stock (including Common Stock underlying Derivative Securities) (all such shares, “Piggyback Shares”) in the such proposed Registration Statement, Holdings shall afford such Registering Party the Company shallopportunity to have any Piggyback Shares owned by such Party registered under such Registration Statement; provided, however, that in the case of an underwritten offering, if the managing underwriter notifies any Registering Party that the inclusion in the registration statement of any portion of its Piggyback Shares would have an adverse effect on such underwritten offering, then the managing underwriter may limit the number of Piggyback Shares to be included in such registration statement only to the extent necessary to avoid such adverse effect (an “Underwriter’s Cutback”). Such limit will apply pro rata among the Registering Parties based upon the number of Piggyback Shares such Parties have requested to be so included (provided that if the Registration Statement is being filed pursuant to Section 4.2 below, then, as among the holders of Demand Securities (as defined below) and the Securities held by other Parties, any Underwriter’s Cutback shall first be applied to each such Requesting Holderother Parties’ Securities); and in the event securities of Holdings held by any person or entity other than Holdings or the Parties (“Third Party Securities”) are to be included in such underwritten offering, use its best efforts and the managing underwriter shall have determined to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration")effectuate an Underwriter’s Cutback, at the Company's sole cost and expense and at no cost or expense then such limitation shall first be applied to the Requesting Holders (except as provided in Section 7.5(b) hereof)Third Party Securities, and then to the Piggyback Shares. Notwithstanding the provisions of this Section 7.34.1, except in the Company case of a Demand Registration Statement, Holdings shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 4.1 (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect not to file any such proposed Registration Statement, registration statements or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If(a) If the Company proposes to register any of its securities under the Securities Act (other than in connection with (i) a Shelf Registration under Section 2.1, (ii) a Demand Registration under Section 2.2, (iii) a registration, the primary purpose of which is to register debt securities (other than debt securities convertible, exchangeable or exercisable for Common Stock) or (iv) a registration statement on Form S-8 or S-4 or any successor form), whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it shall give prompt written notice (the “Piggyback Notice”) to all Holders of Registrable Shares of its intention to do so and of such Holders’ rights (if any) under this Section 2.4, which notice, in any event, shall be given at least 15 days prior to such proposed registration (and which notice shall provide no additional information that would constitute material non-public information). Upon the written request of any Holder of Registrable Shares receiving a Piggyback Notice of such proposed registration (or any Affiliate) that is a holder of Registrable Shares (a “Piggyback Requesting Holder”) made within 10 days after the receipt of any such notice, which request shall specify the type and amount of the Registrable Shares intended to be disposed of by such Piggyback Requesting Holder, the Company shall, subject to Section 2.4(b) hereof, effect the registration under the Securities Act of all Registrable Shares that the Company has been so requested to register by the Piggyback Requesting Holders thereof; provided that, (i) promptly following receipt of notification by the Company from the managing underwriter(s) (if an Underwritten Offering) of the price at which such securities are to be sold, the Company shall so advise each Piggyback Requesting Holder of such price, and such Piggyback Requesting Holder shall then have the right, exercisable in its sole discretion, irrevocably to withdraw its request to have its Registrable Shares included in such registration statement, without prejudice to the rights of any holder or holders of Registrable Securities to include Registrable Shares in any future registration (or registrations) pursuant to this Section 2.4 or under Section 2.1 or 2.2 hereof, as the case may be; (ii) if at any time during the seven years following after giving written notice of its intention to register any securities and prior to the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Companysuch registration, or any such securities of the Company held by its shareholders (in shall determine for any reason not to register or to delay registration of such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectivelysecurities, the "Registration Statement")Company may, it will at its election, give written notice of such determination to each Piggyback Requesting Holder and (i) in the case of a determination not to register, shall be relieved of its intention obligation to do so by registered mail register any Registrable Shares in connection with such registration ("Notice"but not from any obligation of the Company to pay the Expenses in connection therewith), at least thirty (30) business days prior without prejudice, however, to the filing rights of each such Registration Statement, any Holder to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the any future registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(bregistrations) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 2.4 or to cause such registration to be effected as a registration under Section 2.1 or 2.2 hereof, as the case may be, and (irrespective ii) in the case of whether a determination to delay registering, shall be permitted to delay registering any written Registrable Shares, for the same period as the delay in registering such other securities; and (iii) if such registration was initiated by the Company for its own account and involves an Underwritten Offering, each Piggyback Requesting Holder shall sell its Registrable Shares on the same terms and conditions as those that apply to the Company, and the underwriter(s) of each such Underwritten Offering shall be a nationally recognized underwriter (or underwriters) selected by the Company. No registration effected under this Section 2.4 shall relieve the Company of its obligation to effect any registration upon request for inclusion under Section 2.1 or 2.2 hereof, and no registration effected pursuant to this Section 2.4 shall be deemed to have been effected pursuant to Section 2.1 or 2.2 hereof. The Piggyback Notice and the contents thereof shall be kept confidential until the filing of Registrable Securities shall have already been made) to elect not to file any such proposed the Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during while the seven years following the effective date of the Public OfferingHolder shall hold Shares, the Company proposes to prepare and file one or more post-effective amendments a registration statement relating to the offering of any of its capital stock under the Securities Act (other than (i) a registration statement required to be filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities respect of the Company, or any such securities employee benefit plans of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to on Form S-8 or any similar form from time to time in effect, (ii) any registration statement on Form S-4 or similar successor form, or (iii) (for purposes a registration statement relating to a transaction pursuant to Rule 145 of this Article 7, collectively, the "Registration Statement"Securities Act), it will give written notice of whether or not for sale for its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statementown account, the Company shall, as at least twenty-one days (or if such twenty-one day period is not practicable, then a reasonable shorter period which shall not be less than seven days) prior to each such Requesting filing, give written notice of such proposed filing to the Holder. Upon receipt by the Company not more than seven days (unless the notice given to the Holder pursuant to the previous sentence is less than ten days, use its best efforts in which case such seven-day period shall be shortened to effect five days) after such notice of a written request from the Holder for registration under the Act of any or all of the Registrable Securities which it has been so requested to register Shares ("Piggyback Registration"as hereinafter defined), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall, subject to Section 2, include such Registrable Shares requested to be registered in such registration statement, and shall have use all reasonable efforts to cause such registration statement to become effective with respect to such Registrable Shares, unless the right at managing underwriter therefor concludes in its reasonable judgment that the number of securities requested to be included in such registration exceeds the number which can reasonably be sold in (or during the time of) such offering, in which case the Company may decrease the number of shares of Registrable Shares included in such registration and any time after it other securities proposed to be sold to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the managing underwriter; provided, however, that in the event of any such reduction, the first shares to be included in such registration shall have given written notice be any shares to be registered for the benefit of the Company, thereafter any shares requested to be registered for the benefit of holders of Common Stock pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any registration rights agreements in effect between the Company and such proposed Registration Statement, or to withdraw the same after the filing but holders prior to the effective date thereofhereof, and thereafter any Registrable Shares requested to be registered by the Holder hereunder. Registrable Shares means any Shares and any securities of the Company issued as a dividend or distribution with respect to or in exchange for any Shares.

Piggyback Registration. If, If the Company at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments register any of its Common Stock under the Securities Act for sale to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders public (in any such case, other than in connection with a merger, acquisition or including pursuant to Form a demand under Section 2 hereof as provided therein and except with respect to registration statements on Forms S-4, S-8 or successor form) (another form not available for purposes of this Article 7, collectively, registering the "Registration Statement"Registrable ▇▇▇▇▇▇▇ies for sale to the public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securitiesso. Upon the written request of any of such a holder holders of the Registrable Securities, given within thirty (a "Requesting Holder"), made within twenty (2030) business days after receipt by such Person of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all such Registrable Securities of said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the NoticeCompany's securities being offered in a public offering pursuant to such registration statement that the amount to be sold by Persons other than the Company (collectively, "SELLING STOCKHOLDERS") is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, that the Company include shares to be excluded shall be determined in the following sequence (except with respect to a demand under Section 2 hereof): (i) first, securities held by any Persons not having any such contractual, incidental registration rights; (ii) second, securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement; (iii) third, securities held by the Founders (as defined in the Stock Purchase Agreement, dated as of June 19, 1999, by and among the Requesting Holder's Company, the Founders and the investors named in Exhibit A thereto); and (iv) fourth, all Registrable Securities in the proposed Registration Statement, the Company shall, each case as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided determined on a pro rata basis in Section 7.5(b) hereof)accordance with their holdings. Notwithstanding the provisions foregoing, in no event shall the number of this Section 7.3, the Company shall have the right at any time after it shall have given written notice Registrable Securities included in a registration pursuant to this Section 7.3 section be reduced to less than twenty percent (irrespective 20%) of whether any written request for inclusion of Registrable Securities shall have already been made) all shares to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofbe registered.

Piggyback Registration. If, (a) If the Merger Successor at any time during the seven years following the effective date of the Public Offering, the Company (other than pursuant to Sections 2 or 4 hereof) proposes to prepare and file one or more post-effective amendments register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to the IPO, a Qualified Merger and/or registration statement filed in connection with the Public Offering statements on Forms S-4 or S-8 and any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or similar successor formforms) (for purposes of this Article 7, collectively, the "Registration Statement"a “Piggyback Registration”), each such time it will give prompt written notice of its intention to do so by registered mail ("Notice"), such effect to all Holders at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securitiesfiling. Upon the written request of any such a holder (a "Requesting Holder"), made received by the Merger Successor within twenty (20) business days after receipt the giving of any such notice by the NoticeMerger Successor, that the Company include to register any of its Registrable Securities, the Requesting Holder's Merger Successor will, subject to Section 3(b) below, cause all Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the which registration under the Act of the Registrable Securities which it has shall have been so requested to register ("Piggyback Registration")be included in the securities to be covered by the registration statement proposed to be filed by the Merger Successor, at the Company's sole cost and expense and at no cost or expense all to the Requesting Holders (except as provided in Section 7.5(b) hereof)extent requisite to permit the sale or other disposition by the Holder of such Registrable Securities so registered. Notwithstanding the provisions of foregoing provisions, the Merger Successor may withdraw any registration statement referred to in this Section 7.33 without thereby incurring any liability to the Holders. (b) In the event that any Piggyback Registration shall be, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion in whole or in part, an underwritten public offering of Registrable Securities and the managing underwriters advise the Merger Successor in writing that in their opinion the number of Registrable Securities and/or other securities requested to be included in such offering exceeds the number of shares which can be sold in an orderly manner in such offering within a price range acceptable to the Merger Successor without adversely affecting the marketability of the offering, then the Merger Successor will include in such registration (i) first, the securities the Merger Successor proposes to sell; (ii) second, the Registrable Securities and/or other securities requested to be included in such registration, pro rata from among the Holders according to the number of Registrable Securities held by such Holders; and (iii) third to other shareholders requesting registration pro rata. Notwithstanding the foregoing, however, the number of Registrable Securities to be included in such registration and underwriting under this Section 3(b) shall not be reduced to less than thirty percent (30%) of the aggregate securities requested to be included by the Holders in such registration without prior consent of at least a majority of the Holders who have already been maderequested their shares to be included in such registration and underwriting. (c) The right of the holders of Registrable Securities to elect not to file any such proposed have their securities registered in a Piggyback Registration Statementshall terminate at the earlier of (i) three (3) years following the consummation of the offering detailed in the Purchase Agreement, or (ii) as to withdraw any Investor, such earlier time at which all Registrable Securities held by such Investor (together with any affiliate of the same after Investor with whom such Investor must aggregate its sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144 of the filing but prior to the effective date thereofSecurities Act.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offering, (a) If the Company proposes to prepare and file one or more post-effective amendments to the a registration statement filed in connection under the Securities Act with respect to an offering of Common Stock for its own account or for the Public Offering account of another Person (other than a registration statement on Form S-4 or S-8 (or any new registration statement substitute form or post-effective amendments thereto covering equity or debt securities of rule, respectively, that may be adopted by the CompanyCommission)), or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will shall give written notice of its intention such proposed filing to do so by registered mail the Holders at the address set forth in the share register of the Company as soon as reasonably practicable ("Notice"but in no event less than 15 days before the anticipated filing date), at least thirty (30) business days prior undertaking to provide each Holder the filing opportunity to register on the same terms and conditions such number of each shares of Registrable Securities as such Registration Statement, to all holders of the Registrable Securities. Upon the written Holder may request of such a holder (a "Requesting HolderPiggyback Registration"), made within twenty (20) . Each Holder will have seven business days after receipt of any such notice to notify the NoticeCompany as to whether it wishes to participate in a Piggyback Registration (which notice shall not be deemed to be a request for a Demand Registration); provided that should a Holder fail to provide timely notice to the Company, such Holder will forfeit any rights to participate in the Piggyback Registration with respect to such proposed offering other than as described in Section 2.01(a)(iii). In the event that the Company include any registration statement is filed on behalf of a Person other than the Requesting Holder's Registrable Securities in the proposed Registration StatementCompany, the Company shall, as to each such Requesting Holder, will use its best efforts to have the shares of Registrable Securities that the Holders wish to sell included in the registration statement. If the Company or the Person for whose account such offering is being made shall determine in its sole discretion not to register or to delay the proposed offering, the Company may, at its election, provide written notice of such determination to the Holders and (i) in the case of a determination not to effect the registration under the Act proposed offering, shall thereupon be relieved of the obligation to register such Registrable Securities which it has been so requested in connection therewith, and (ii) in the case of a determination to register ("Piggyback Registration")delay a proposed offering, at shall thereupon be permitted to delay registering such Registrable Securities for the Company's sole cost same period as the delay in respect of the proposed offering. As between the Company and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3Selling Holders, the Company shall have be entitled to select the right at Underwriters in connection with any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofPiggyback Registration.

Piggyback Registration. If, at any time during commencing on the seven years following the effective date of this Agreement, and expiring on the Public OfferingExpiration Date, the Company proposes to prepare and file one or more post-effective amendments to register any of its securities, not registered on the registration statement filed in connection with date hereof, under the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders Act (in any such case, other than in connection with a merger, acquisition merger or pursuant to Form S-8 S-4 or successor formForm S-8) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice")mail, at least thirty (30) business days prior to the filing of each such Registration Statementregistration statement, to all holders the Holders of the Registrable SecuritiesWarrants and/or the Warrant Shares of its intention to do so. Upon If any of the written request Holders of such a holder (a "Requesting Holder"), made the Warrants and/or Warrant Shares notify the Company within twenty (20) business days after receipt mailing of the Notice, that the Company any such notice of its or their desire to include any of the Requesting Holder's Registrable Securities such securities in the such proposed Registration Statementregistration statement, the Company shall, as to each shall afford such Requesting Holder, use its best efforts to effect the registration under the Act Holders of the Registrable Securities which it has been so Warrants and/or Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in the underwriter's opinion the number of securities requested to register be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration ("Piggyback Registration")a) first, at the Company's sole cost securities the Company proposes to sell, (b) second, the securities held by the entities that made the demand for registration, (c) third, the Warrants and/or Warrant Shares requested to be included in such registration which in the opinion of such underwriter can be sold, pro rata among the Holders of Warrants and/or Warrant Shares on the basis of the number of Warrants and/or Warrant Shares requested to be registered by such Holders, and expense and at no cost or expense (d) fourth, other securities requested to the Requesting Holders (except as provided be included in Section 7.5(b) hereof)such registration. Notwithstanding the provisions of this Section 7.39.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 9.2 (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect not to file any such proposed Registration Statement, registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If the Corporation at any time during proposes for any reason to register Primary Shares or Other Shares under the seven years following Securities Act (other than on Form S-4 or Form S-8 promulgated under the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering Securities Act or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"forms thereto), it will shall give written notice to the Investors of its intention to do so by registered mail ("Notice"), register such Primary Shares or Other Shares at least thirty (30) business days prior before the initial filing of such Registration Statement (which notice shall specify the form and manner and other relevant facts involved in such registration, including the proposed manner of sale and estimated price) and, upon the written request, delivered to the filing Corporation within thirty (30) days after delivery of each any such Registration Statementnotice by the Corporation, to all holders of the Investors to include in such registration Registrable Securities. Upon Shares (which request shall specify the written request number of Registrable Shares proposed to be included in such a holder (a "Requesting Holder"registration and shall state that such Investors desire to sell such Registrable Shares in the public securities markets), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, Corporation shall use its best efforts to effect cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; PROVIDED, HOWEVER, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares requested to be included in such registration under would interfere with the Act successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by the Corporation, then the number of Primary Shares, Registrable Securities which it has been so requested Shares and Other Shares proposed to register be included in such registration shall be included in the following order: ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(ba) hereof). Notwithstanding if the provisions of this Section 7.3SECTION 4 are invoked as a result of the Corporation's registration of Primary Shares, the Company order shall have be as follows: (i) FIRST, the right at any time after it shall have given written notice pursuant Primary Shares; (ii) SECOND, the Registrable Shares requested to this Section 7.3 be included in such registration (irrespective of whether any written request for inclusion or, if necessary, such Registrable Shares PRO RATA among the holders thereof based upon the number of Registrable Securities Shares requested to be registered by each such holder); and (iii) THIRD, the Other Shares requested to be included in such registration (or, if necessary, such Other Shares PRO RATA among the holders thereof based upon the number of Other Shares requested to be registered by each such holder). (b) if the provisions of this SECTION 4 are invoked as a result of the Corporation's registration of Other Shares, the order shall have already been madebe as follows: (i) FIRST, the Other Shares and Registrable Shares requested to elect not be included in such registration (or, if necessary, such Other Shares and Registrable Shares PRO RATA among the holders thereof based upon the number of Other Shares and Registrable Shares requested to file any be registered by each such proposed Registration Statementholder); and (ii) SECOND, or to withdraw the same after the filing but prior to the effective date thereofPrimary Shares.

Piggyback Registration. If, at any time during In the seven years following the effective date of the Public Offering, event the Company proposes shall determine in its sole discretion to prepare and file one or more post-effective amendments to the registration statement filed in connection register with the Public Offering Commission for sale any Common Stock, for its own account or any new registration statement or post-effective amendments thereto covering equity or debt securities for the account of the Company, or any such securities of the Company held by its shareholders (in any such caseothers, other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition acquisition, divestiture, reorganization or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectivelysimilar event, the "Registration Statement"), it will Company shall promptly give to the holders of the Registrable Securities written notice of its intention to do so by registered mail thereof ("Notice"), at least thirty and in no event shall such notice be given less than ten (3010) business calendar days prior to the filing of each such Registration Statementregistration statement), to and shall, include all holders of the Registrable Securities. Upon the Securities specified in a written request of such a holder delivered by the Holder thereof within five (a "Requesting Holder"), made within twenty (205) business calendar days after receipt of such written notice from the NoticeCompany. The Company may, that without the consent of the Holders, withdraw such registration statement prior to its becoming effective if the Company include any of or such other stockholders have elected to abandon the Requesting Holder's Registrable Securities in proposal to register the securities proposed Registration Statementto be registered thereby. Notwithstanding the foregoing, if such registration undertaken by the Company shallis in connection with an underwritten public offering, as to each and the underwriter in such Requesting Holder, use its best efforts to effect the registration under the Act public offering reasonably determines that inclusion of all of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense in such registration would be detrimental to the Requesting Holders successful completion of 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 Holders, then (except as provided in Section 7.5(bx) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion number of Registrable Securities of the Holders included in such registration statement shall have already been madebe reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the registration), if the Company after consultation with the underwriter(s) to elect not to file any such proposed Registration Statementrecommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if Securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to withdraw be offered by the same after Holders than the filing but prior to fraction of similar reductions imposed on such other persons or entities (other than the effective date thereofCompany).

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with pursuant to a merger, acquisition Form S-4 or pursuant to a Form S-8 or successor formcomparable forms) (for purposes of this Article 7, collectively, the a "Registration Statement"), it will will, with respect to each such registration statement and amendment, give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as other than underwriting discounts and commissions applicable to the sale of such Registrable Securities and the fees and disbursements, if any, of counsel or any advisor to the Requesting Holders), provided that, if such Registration Statement relates to an underwritten public offering and the managing underwriter advises the Company and the Requesting Holders that the number of Registrable Securities which can be included in Section 7.5(b) hereof)such offering must be limited, priority will be given to any securities proposed to be offered and sold by the Company, and, thereafter, the Requesting Holders will agree to reduce the number of Registrable Securities included in such Registration Statement on a pro rata basis with any other selling security holder on whose behalf other securities of the Company may be included therein for registration. Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, (a) If at any time during after the seven years following the effective date consummation by PRAECIS of an initial public offering of Common Stock PRAECIS proposes to register (including without limitation any registration effected by PRAECIS pursuant to Section 6.2 of the Public OfferingStockholders Agreement) any of its authorized but unissued Common Stock under the Securities Act on Forms ▇-▇, ▇-▇, ▇-▇, ▇▇-▇, ▇▇-▇ or any other registration form at the Company proposes to prepare and file one or more post-effective amendments to the time in effect on which Registrable Securities (as defined herein) could be registered for sale by Purchaser (other than a registration statement filed in connection with an acquisition of or merger with another entity or the Public Offering sale of shares to employees, consultants or any new directors of PRAECIS pursuant to employee stock option, stock purchase or other employee benefit plans, provided that the only securities covered by such registration statement or post-effective amendments thereto covering equity or debt are the securities to be issued as part of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant merger or the securities to Form S-8 be sold to such employees, consultants or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"directors), it will PRAECIS shall on each such occasion give written notice to Purchaser of its intention so to do so by do, describing such Common Stock to be registered mail and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such proposed registered offering will be an underwritten offering (an "NoticeUnderwritten Offering")) and, if so, the identity of the investment banker or bankers that shall manage the offering (the "Managing Underwriter") and whether such offering will be pursuant to a "best efforts" or "firm commitment" underwriting and (y) the price (net of any underwriting commissions, discounts and the like) at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of which the Registrable Securities, if any, are reasonably expected to be sold) if such disclosure is acceptable to the Managing Underwriter. Upon the written request of Purchaser delivered to PRAECIS within 30 calendar days after the receipt of any such a holder notice (a "Requesting Holder"which request shall specify the Registrable Securities intended to be disposed of by Purchaser and the intended method of disposition thereof), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, PRAECIS will use its reasonable best efforts to effect the registration under the Securities Act of all of the Registrable Securities which it that PRAECIS has been so requested to register register; provided, however, that: ("Piggyback Registration")i) If, at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given giving such written notice pursuant of its intention to this Section 7.3 (irrespective of whether register any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but securities and prior to the effective date thereofof the registration statement filed in connection with such registration, PRAECIS shall determine for any reason not to register such securities, PRAECIS may, at its election, give written notice of such determination to Purchaser and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses (as defined herein) in connection therewith); and (ii) If such registration involves an Underwritten Offering, Purchaser must sell its Registrable Securities to the underwriters selected by PRAECIS on the same terms and conditions as apply to PRAECIS. (b) The Registration Expenses incurred in connection with each registration of Registrable Securities requested pursuant to this Section 6.1 shall be paid by PRAECIS. (c) If a registration pursuant to this Section 6.1 involves an Underwritten Offering and the Managing Underwriter advises PRAECIS that, in its opinion, the number of shares proposed to be included in such registration should be limited due to market conditions, then PRAECIS will include in such registration to the extent of the number which PRAECIS is so advised can be sold in such offering (i) first, the securities PRAECIS proposes to sell (if any) and (ii) second, the number of Registrable Securities and shares of Common Stock held by stockholders of PRAECIS other than Purchaser requested to be included in such registration; provided, however, that if a greater number of Registrable Securities and other shares proposed to be offered by other stockholders of PRAECIS are offered for inclusion in the proposed underwriting than in the opinion of the Managing Underwriter proposing to underwrite securities to be sold by PRAECIS (if any) can be accommodated without adversely affecting the proposed underwriting, PRAECIS may elect to reduce prorata (based upon the amount of shares owned by stockholders who have requested to have shares which have registration rights to be included in the proposed underwriting) the amount of all securities (including shares of Registrable Securities) proposed to be offered in the underwriting for the accounts of all persons other than PRAECIS to a number deemed satisfactory by the Managing Underwriter. (d) In connection with any Underwritten Offering with respect to which Purchaser shall have requested registration pursuant to subsection 6.1(a), PRAECIS shall have the right to select the Managing Underwriter with respect to the offering.

Piggyback Registration. If, 9.1 If at any time the Company shall determine to register any of its common stock other than pursuant to (A) a registration relating solely to the sale of securities to participants in a Company employee benefits plan, (B) a 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 Shares issued pursuant to this Subscription Agreement (such shares of the Company’s common stock, for purposes of this Section 9 only, "Registrable Shares"), (C) a registration relating to securities issued in connection with an acquisition by the Company, or (D) a registration in which the only the Company’s common stock being registered is common stock issuable upon conversion of debt securities which are also being registered), it shall send to the Subscriber written notice of such determination and, if within twenty (20) days after receipt of such notice, the Subscriber shall so request in writing, the Company shall use its commercially reasonable best efforts to include in such registration all or any part of the Registrable Shares that the Subscriber requests to be registered. 9.2 If such registration involves an underwritten public offering and the managing underwriter determines in its sole discretion that marketing factors require a limitation on the number of shares that may be included in the registration, the number of shares to be included in such registration shall be apportioned as follows: First, the common stock held by officers and directors of the Company shall be excluded to the extent required by such limitation. Second, the Registrable Shares requested to be registered by the Subscriber and other subscribers in this private placement shall be excluded to the extent required by such limitation. Third, the Company’s common stock requested to be registered by selling stockholders with registration rights other than under this Subscription Agreement shall be excluded to the extent required by such limitation. If the Subscriber disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. 9.3 The Subscriber hereby agrees that he will not sell or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any Registrable Shares during the seven years a period not to exceed 90 days following the effective date of a registration statement in connection with an underwritten public offering of the Public OfferingCompany if so requested by the Company or any representative of its underwriters, and the Subscriber shall enter into such underwriter's standard form of "lockup" or "market standoff' agreement in a form satisfactory to the Company and such underwriter. In order to enforce the foregoing covenant, the Company proposes to prepare and file one or more post-effective amendments may impose stock transfer restrictions with respect to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities Registrable Shares of the Company, or any such securities Subscriber until the end of the lockup period. 9.4 The obligations of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include register any of the Requesting Holder's Subscriber’s Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice Shares pursuant to this Section 7.3 9 shall terminate on the earlier of (irrespective i) the sale of whether any written request for inclusion such Registrable Shares pursuant to an effective registration statement under the Securities Act, and (ii) if the Subscriber is eligible to sell all of the Subscriber’s Registrable Securities shall have already been made) to elect not to file under Rule 144 of the Securities Act within any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofthree month period without volume limitations.

Piggyback Registration. If, If at any time during the seven years following Buyer proposes to file a registration statement with the SEC under the Securities Act for a public offering of its Common Stock on a form and in a manner that would permit registration of the Merger Shares for sale to the public under the Securities Act (other than a registration statement on Form S-8 or S-4, or their respective successors, and other than an offering of convertible notes or debentures or an offering of Buyer Common Stock in connection with a standby commitment relating to a call for redemption of outstanding convertible debentures), then: (a) The Buyer in each case will notify in writing the Stockholder Representatives of its intention to effect such a registration at least 15 days prior to the proposed filing of the registration statement in connection therewith (unless no Merger Shares may be included therein pursuant to clause (d) below). (b) Subject to the provisions of Section 7.2(c), the Buyer shall offer each Company Stockholder the opportunity to include in such registration all or such lesser amount of its Merger Shares (other than those covered by a Stockholder Registration Statement then in effect) as each Company Stockholder may request. Upon request of one or more such holders given in writing within 10 days after receipt of the notice described under clause (a) above, the Buyer, subject to the provisions of clause (d), shall cause any such Merger Shares specified by such Company Stockholder to be included in the registration statement. (c) If the registration of which the Buyer gives written notice under clause (a) above involves an underwriting, the right of any Company Stockholder to include shares in such registration shall be conditioned upon such Company Stockholder's execution of an Underwriting Agreement in customary form with the Underwriter or Underwriters selected for the underwriting by the Buyer except the indemnities of each of the Company Stockholders shall be several and their respective liabilities shall be limited to the proceeds received by them in the offering. (d) Notwithstanding anything contained in this Section 7.2 to the contrary, if and to the extent that the managing underwriter(s) of such registration advise the Buyer that the inclusion of the Merger Shares requested by the Company Stockholders to be included in the registration statement would adversely affect the proposed offering, the Buyer may limit the number of Merger Shares to be included in the registration and underwriting (and such limitation may be to zero), provided that in the event of any such limitation, the number of shares to be included in such registration and offering (in addition to any shares to be sold by the Buyer) shall be allocated among the Company Stockholders and any other stockholders entitled by contract to include shares therein, in proportion, as nearly as practicable, to the respective number of shares of Buyer Common Stock then held by them. (e) If at any time after giving notice of its intention to register any of its securities pursuant to clause (a) above and prior to the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the applicable registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectivelyregistration, the "Registration Statement")Buyer shall determine for any reason not to register such securities, it will the Buyer may, at its election, give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as determination to each such Requesting Holder, use Company Stockholder and thereupon shall be relieved of its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested obligation to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided any Merger Shares in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any connection with such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofregistration.

Piggyback Registration. If(a) If the Corporation proposes for any reason to register Primary Shares, at any time during Additional Registrable Shares or Other Shares under the seven years following Securities Act after the effective date closing of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the an initial Public Offering of Common Stock (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"forms thereto), it will shall give written notice to the PM Securityholders of its intention to do so by registered mail ("Notice")register such Primary Shares, Additional Registrable Shares or Other Shares at least thirty (30) business 20 days prior before the initial filing of the registration statement for such Primary Shares, Additional Registrable Shares or Other Shares and, upon the written request, delivered to the filing Corporation within 10 days after delivery of each any such Registration Statementwritten notice by the Corporation, of any PM Securityholder to all holders include in such registration PM Registrable Shares (which written request shall specify the number of PM Registrable Shares proposed to be included in such registration) and shall state the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"PM Securityholder to sell or dispose of such PM Registrable Shares), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, Corporation shall use its reasonable best efforts to cause all such PM Registrable Shares to be included in such registration on the same terms and conditions as the Primary Shares, Additional Registrable Shares or Other Shares otherwise being sold or disposed of in such registration; provided, however, if the managing underwriter(s) advise the Corporation that the inclusion of all or any portion of the PM Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of all or any portion of such securities, then the number of PM Registrable Shares, Primary Shares, Additional Registrable Shares and/or Other Shares proposed to be included in such registration shall be included in the following order: (i) If such registration is initiated by the Corporation to register Primary Shares, Other Shares or Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares, or by any holder of the foregoing: (A) first, the Primary Shares; (B) second, the Additional Registrable Shares constituting SP Registrable Shares, Initial Common Shares, Conversion Shares or Warrant Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated between (x) the Additional Securityholders who or which have requested the inclusion of SP Registrable Shares in such registration on the one hand and (y) the other Additional Securityholders who or which have requested the inclusion of Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares in such registration on the other hand, in proportion to the aggregate number of Shares held by each such group of Additional Securityholders at the time of such registration, with the aggregate number of Shares allocated to the Additional Securityholders described in each of clauses (x) and (y) above further allocated among such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of such registration, or, in the absence of any applicable provisions (i) with respect to the Additional Securityholders described in clause (x) above, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting SP Registrable Shares held by each such Additional Securityholder at the time of such registration, and (ii) with respect to the Additional Securityholders described in clause (y) above, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares held by each such Additional Securityholder at the time of such registration); (C) third, the PM Registrable Shares requested by the PM Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such PM Securityholders based on the aggregate number of PM Registrable Shares held by each such Person at the time of such registration); (D) fourth, the Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of such registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares held by each such Additional Securityholder at the time of such registration); and (E) fifth, the Other Shares. (ii) If such registration is initiated by Additional Securityholders who or which request the inclusion of their Additional Registrable Shares constituting SP Registrable Shares in such registration: (A) first, the Additional Registrable Shares constituting SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such Additional Securityholders based on the aggregate number of SP Registrable Shares held by each such Person at the time of such registration); (B) second, the Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of such registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares held by each such Additional Securityholder at the time of such registration); (C) third, the Primary Shares; (D) fourth, the PM Registrable Shares requested by the PM Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such PM Securityholders based on the aggregate number of PM Registrable Shares held by each such Person at the time of such registration); (E) fifth, the Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of such registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares held by each such Additional Securityholder at the time of such registration); and (F) six, the Other Shares. (iii) If such registration is initiated by Additional Securityholders who or which request the inclusion of Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares in such registration: (A) first, the Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of such registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares constituting Initial Common Shares, Conversion Shares or Warrant Shares held by each such Additional Securityholder at the time of such registration); (B) second, the Additional Registrable Shares constituting SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such Additional Securityholders based on the aggregate number of SP Registrable Shares held by each such Additional Securityholder at the time of such registration); (C) third, the Primary Shares; (D) fourth, the PM Registrable Shares requested by the PM Securityholders to be included in such registration (or, if necessary, such Shares pro rata among all such PM Securityholders based on the aggregate number of PM Registrable Shares held by each such PM Securityholder at the time of such registration); (E) fifth, the Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares requested by the Additional Securityholders to be included in such registration (or, if necessary, such Shares allocated among all such Additional Securityholders in accordance with the applicable provisions of any agreements between the Corporation and such Additional Securityholders, as amended, supplemented or otherwise modified from time to time and in effect at the time of such registration, or, in the absence of any applicable provisions, pro rata among all such Additional Securityholders based upon the number of Additional Registrable Shares not constituting Initial Common Shares, Conversion Shares, Warrant Shares or SP Registrable Shares held by each such Additional Securityholder at the time of such registration); and (F) six, the Other Shares. (b) Anything contained in this Agreement to the contrary notwithstanding, the Corporation shall not be obligated pursuant to Section 2(a) to include all or any portion of the PM Registrable Shares of the PM Securityholders in more than one registration of Primary Shares, Additional Registrable Shares and/or Other Shares under the Securities Act after the closing of an initial Public Offering of Common Stock (with the participation of the PM Securityholders in such registration being subject to the terms and conditions of Section 2(a)). The Majority of the PM Securityholders in compliance with this Section 2 shall determine the applicable registration statement with respect to which a request for the registration under of PM Registrable Shares shall be submitted to the Act Corporation pursuant to Section 2(a). The PM Securityholders requesting a registration of PM Registrable Shares pursuant to Section 2(a) shall provide written notice to the Corporation of the satisfaction of such requirement; provided, however, that in no event shall such one registration request be fulfilled if such registration statement is withdrawn for any reason prior to effectiveness; and provided, further, however, the Corporation shall have fulfilled its obligations pursuant to Section 2(a) if at least 25% of the aggregate number of PM Registrable Securities which it has been so Shares requested by PM Securityholders to register ("Piggyback Registration"), be registered on such registration statement are included in such registration statement at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions time of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofits initial effectiveness.

Piggyback Registration. If, at any time during In the seven years following the effective date of the Public Offering, event the Company proposes shall determine in its sole discretion to prepare and file one or more post-effective amendments to the registration statement filed in connection register with the Public Offering SEC for sale any Common Stock, for its own account or any new registration statement or post-effective amendments thereto covering equity or debt securities for the account of the Company, or any such securities of the Company held by its shareholders (in any such caseothers, other than (i) a registration relating solely to employee benefit plans or securities issued or issuable to employees, consultants (to the extent the securities owned or to be owned by such consultants could be registered on Form S-8) or any of their Family Members (including a registration on Form S-8) or (ii) a registration relating solely to a Securities Act Rule 145 transaction or a registration on Form S-4 in connection with a merger, acquisition acquisition, divestiture, reorganization or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectivelysimilar event, the "Registration Statement"), it will Company shall promptly give to the holders of the Registrable Securities written notice of its intention to do so by registered mail thereof ("Notice"), at least thirty and in no event shall such notice be given less than ten (3010) business calendar days prior to the filing of each such Registration Statementregistration statement), to and shall, include all holders of the Registrable Securities. Upon the Securities specified in a written request of such a holder delivered by the Holder thereof within five (a "Requesting Holder"), made within twenty (205) business calendar days after receipt of such written notice from the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration StatementCompany. However, the Company shallmay, as without the consent of the Holders, withdraw such registration statement prior to each its becoming effective if the Company or such Requesting Holderother stockholders have elected to abandon the proposal to register the securities proposed to be registered thereby. Notwithstanding the foregoing, use its best efforts to effect if such registration undertaken by the registration under Company is in connection with an underwritten public offering, and the Act underwriter in such public offering reasonably determines that inclusion of all of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense in such registration would be detrimental to the Requesting Holders successful completion of 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 Holders, then (except as provided in Section 7.5(bx) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion number of Registrable Securities of the Holders included in such registration statement shall have already been madebe reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be included in the registration), if the Company after consultation with the underwriter(s) to elect not to file any such proposed Registration Statementrecommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if Securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to withdraw be offered by the same after Holders than the filing but prior to fraction of similar reductions imposed on such other persons or entities (other than the effective date thereofCompany).

Piggyback Registration. If, (a) If the Company at any time or from time to time during the seven years following three (3) year period commencing on the effective date of the Public Offering, the Company Closing Date proposes to prepare and file one or more postregister any Common Stock under the Securities Act (other than pursuant to a registration statement (including pre-effective amendments thereto) (i) on Form S-8 or any successor form to the registration statement such form, (ii) on Form S-4 or any successor form to such form, (iii) filed in connection with the Public Offering an exchange offer or any new registration statement an offering of Common Stock or post-effective amendments thereto covering equity of securities convertible or debt securities of the Company, or any such securities of the Company held by exchangeable into Common Stock made solely to its existing shareholders (in any such case, other than in connection with a mergerrights offering or solely to employees of the Buyer, acquisition or pursuant a post-effective amendment to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"any then effective registration statement), it will give written notice to the Purchaser of its intention to do so by registered mail ("Notice"), at least thirty ten (3010) business days prior to in advance of the filing of each such any Registration Statement, to all holders of the Registrable SecuritiesStatement with respect thereto. Upon the written request of such a holder the Purchaser given within five (a "Requesting Holder"), made within twenty (205) business days after receipt of such notice, the NoticeCompany, that subject to Section 4.1(b) below, will cause the Shares and/or the resale of the Shares requested by the Purchaser to be registered, to be so registered. (i) In the case of an underwritten offering by the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration StatementCommon Stock, the Company shall, with respect to Shares that the Purchaser then desires to sell, enter into an underwriting agreement with the same underwriters engaged by the Company with respect to securities being offered by the Company and cause such underwriters to include in any such underwriting all of the Common Shares that the Purchaser then desires to sell; PROVIDED, HOWEVER, that such underwriting agreement is in substantially the same form as the underwriting agreement that the Buyer enters into in connection with the primary offering it is making. (ii) If the managing underwriter with respect to an offering pursuant to this Section 4.1 requests in writing that the number of Shares of the Purchaser that are entitled to be registered pursuant to this Section 4.1 be reduced because in the judgment of the managing underwriter the offering would be materially and adversely affected, then the Shares that the Purchaser wishes to register pursuant to this Section 4.1 shall be reduced by such amount as the managing underwriter may determine in writing so as to each not materially and adversely affect the proposed offering, which reduced number of Shares shall be included in such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)offering. Notwithstanding the provisions of this Section 7.34.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 4.1 (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect not to file any such proposed Registration Statementregistration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If(a) Each time that the Company proposes for any reason, at including, without limitation, pursuant to a Demand Request, to register any time during Restricted Shares under the seven years following Securities Act (a "Proposed Registration"), other than pursuant to a registration statement on Form F-4 or -3- Form S-8 or similar or successor forms, the Company shall promptly give written notice of such Proposed Registration to the holders of the Restricted Shares (which notice shall be given not less than 30 days prior to the expected effective date of the Public Offering, Company's registration statement) and shall offer such holders the right to request inclusion of any of such holder's Restricted Shares in the Proposed Registration. No registration pursuant to this Section 2.2 shall relieve the Company proposes of its obligation to prepare and file one or more post-effective amendments register Restricted Shares pursuant to Section 2.1. (b) Each Shareholder shall have 20 days from the receipt of the notice provided for in Section 2.2(a) to deliver to the Company a written request specifying the number of Restricted Shares such Shareholder intends to sell. Any Shareholder shall have the right to withdraw such Shareholder's request for inclusion of such Shareholder's Restricted Shares in any registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of pursuant to this Section 2.2 by giving written notice to the Company held by its shareholders (in any of such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), withdrawal at least thirty (30) business 5 days prior to the filing of each the Proposed Registration. Subject to Section 2.4 below, the Company shall include in such Registration Statementregistration statement all such Restricted Shares so requested to be included therein; provided, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Noticehowever, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right may at any time after withdraw or cease proceeding with any such Proposed Registration if it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw at the same after time withdraw or cease proceeding with the filing but prior registration of all other equity securities originally proposed to be registered, to the effective date thereofextent otherwise permitted to do so. (c) In the event that the Proposed Registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company, any request under Section 2.2(b) hereof must specify that the Restricted Shares be included in the underwriting on the same terms and conditions as the Shares, if any, otherwise being sold through underwriters under such registration.

Piggyback Registration. If(a) Without limiting in any way any Holder’s rights under Section 2.01(e), the Issuer proposes to register any Issuer Securities under the 1933 Act (other than a registration on Form ▇-▇, ▇-▇ or S-3 (but only to the extent it relates to the resale of securities for any holder of Issuer Securities, other than the Holders), or any successor forms, relating to Common Stock issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Issuer or in connection with a direct or indirect acquisition by the Issuer of another Person), whether or not for sale for its own account, the Issuer shall each such time give prompt notice at least 30 days prior to the anticipated filing date of the registration statement relating to such registration to each Holder, which notice shall set forth such Holder’s rights under this 2.02 and shall offer such Holder the opportunity to include in such registration statement the number of Registrable Securities as each such Holder may request (a “Piggyback Registration”). Upon the request of any such Holder made within 20 days after the receipt of notice from the Issuer (which request shall specify the number of Registrable Securities intended to be registered by such Holder), the Issuer shall use its commercially reasonable efforts to effect the registration under the 1933 Act of all Registrable Securities that the Issuer has been so requested to register by all such Holders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Holders requesting to be included in the Issuer’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.03(b) on the same terms and conditions as apply to the Issuer or the other selling stockholders, as applicable, and (ii) if, at any time during the seven years following after giving notice of its intention to register any Issuer Securities pursuant to this Section 2.02(a) and prior to the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with such registration, the Public Offering or Issuer shall determine for any new registration statement or post-effective amendments thereto covering equity or debt securities reason not to register such securities, the Issuer shall give notice to all such Holders and, thereupon, shall be relieved of the Company, or its obligation to register any such securities of the Company held by its shareholders (in any such case, other than Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Issuer of its obligations to effect Demand Registrations to the extent required by Section 2.01. The Issuer shall pay all Registration Expenses in connection with each Piggyback Registration. (b) Subject in all respects to Section 2.01(e), if a mergerPiggyback Registration involves an underwritten Public Offering (other than any Demand Registration, acquisition or in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(c) shall apply) and the managing underwriter advises the Issuer that, in its view, the number of shares of Common Stock that the Issuer, the Holders and any other selling stockholders intend to include in such registration exceeds the Maximum Offering Size, the Issuer shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Issuer Securities proposed to be registered for the account of the Issuer as would not cause the offering to exceed the Maximum Offering Size; (ii) second, all Registrable Securities requested to be included in such registration by any Holders pursuant to Form S-8 or successor form) 2.02 (allocated, if necessary for purposes of this Article 7the offering not to exceed the Maximum Offering Size, collectively, pro rata among such Holders on the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders basis of the Registrable Securities. Upon the written request relative number of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt shares of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register be included in such registration by each); and ("Piggyback Registration")iii) third, at all Registrable Securities requested to be included in such registration by any other selling stockholders (allocated, if necessary for the Company's sole cost and expense and at no cost or expense offering not to exceed the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding Maximum Offering Size, pro rata among such selling stockholders on the provisions basis of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective relative number of whether any written request for inclusion shares of Registrable Securities shall have already been made) so requested to elect not to file any be included in such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofregistration by each).

Piggyback Registration. If, If (x) the Corporation at any time during proposes for any reason to register or offer Primary Shares or Other Shares (other than in an Excluded Registration) or (y) any Holder proposes to register or offer any Registrable Shares pursuant to the seven years terms of this Agreement (including any Underwritten Shelf Takedown), in each case under the Securities Act, in the case of clause (x), the Corporation shall give written notice to each Holder of its intention to so register or offer such Primary Shares or Other Shares, and in the case of clause (y) the applicable Holder shall give written notice to the Corporation of its intention to so register or offer its Registrable Shares, in each case at least ten (10) days before the initial filing of the registration statement related thereto or any offering thereunder and, in the case of clause (y) the Corporation shall promptly give written notice thereof to each other Holder, and, upon the request, delivered to the Corporation within five (5) days after delivery of any such notice by the Corporation, of any Holder to include in such registration or offering Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration or offering), the Corporation shall use commercially reasonable efforts to cause all such Registrable Shares to be included in such registration or offering on the same terms and conditions as the securities otherwise being sold in such registration or offering; provided that in the event an Underwritten Shelf Takedown is a “bought deal” or overnight transaction, the Corporation shall give written notice of such Underwritten Shelf Takedown to all other Holders of Registrable Shares within one (1) business day of the day the request is received by the Corporation, and Holders shall provide written requests for inclusion therein within two (2) business days of receiving such notice; provided, further, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares requested to be included in any registration or offering would interfere with the successful marketing (including pricing) of an offering of the Primary Shares, Other Shares or Registrable Shares, as applicable, proposed to be registered, then, the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration or offering shall be included in the following order: (a) in the case of a registration initiated by the Corporation, for its own account, of Primary Shares: (i) first, the Primary Shares; (ii) second, the Registrable Shares held by the Holders (or, if necessary, such Registrable Shares pro rata among such Holders based on the number of Registrable Shares requested to be registered or offered by each such Holder); and (iii) third, the Other Shares; provided, that in no event shall the managing underwriter include in such registration or offering less than thirty percent (30%) of Registrable Shares proposed to be included in such registration or offering by the Holders without the consent of each such proposing Holder. The Corporation shall have the right to terminate or withdraw any registration or offering initiated by it for its own account under this Section 3 before the effective date of such registration or pricing of such offering, as applicable, whether or not any Holder has elected to include Registrable Shares in such registration or offering; (b) in the Public Offeringcase of any registration initiated by the Corporation pursuant to a Holder’s exercise of its rights pursuant to Section 2 or Section 4 (and not undertaken for the Corporation’s account): (i) first, the Company proposes Registrable Shares of any requesting Holders, pro rata among such Holders based upon the number of Registrable Shares requested to prepare and file one be registered by each such Holder; (ii) second, any Primary Shares proposed to be registered by the Corporation for its own account; and (iii) third, any Other Shares or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt other securities of the Company, or Corporation proposed to be registered by the Corporation for the account of any such other party; and (c) in the case of any registration initiated by the Corporation on behalf of any other holder of securities of the Company held by its shareholders Corporation (in any such case, other than Holders of Registrable Shares under this Agreement): (i) first, the Registrable Shares of any Holders requesting to be included in connection with a merger, acquisition or such registration pursuant to Form S-8 or successor form) (for purposes the terms of this Article 7Agreement, collectivelypro rata among such Holders based upon the number of Registrable Shares requested to be registered by each such Holder; (ii) second, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders securities of the Registrable Securities. Upon holders requesting such registration; (iii) third, any Primary Shares proposed to be registered by the written request of such a holder Corporation for its own account; and (a "Requesting Holder")iv) fourth, made within twenty (20) business days after receipt any Other Shares or other securities of the Notice, that Corporation proposed to be registered by the Company include Corporation for the account of any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofother party.

Piggyback Registration. If, If the Company at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments register any of its securities under the Securities Act for sale to the public (except with respect to registration statement filed in connection with statements on Forms ▇-▇, ▇-▇ or another form not available for registering the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of Registrable Securities for sale to the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"public), each such time it will give written notice at the applicable address of record to each holder of Registrable Securities of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securitiesso. Upon the written request of any of such a holder (a "Requesting Holder")holders of the Registrable Securities, made given within twenty (20) business days after receipt by such Person of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statementsuch notice, the Company shallwill, as subject to each such Requesting Holderthe limits contained in this Section 4, use its best efforts to effect the registration cause all such Registrable Securities of said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; provided, that the Founders’ Shares included in such offering shall be reduced prior to any reduction in the amount of shares offered for the account of any Investor; and provided further, that (a) in no event shall the amount of Registrable Securities of selling Investors be reduced below fifty percent (50%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities; and (b) any shares to be excluded shall be determined in the following order of priority: (i) securities held by any Persons not having any such contractual, incidental registration rights, (ii) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and (iii) the Registrable Securities which it has been so requested sought to register be included by the holders thereof as determined on a pro rata basis ("Piggyback Registration"), at based upon the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion aggregate number of Registrable Securities shall have already been made) to elect not to file any held by such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofholders).

Piggyback Registration. If, If at any time during from and after the seven years following the effective date expiration of the Public OfferingStandstill Period, Gaiam proposes for any reason to register Primary Shares or Other Shares under the Company proposes to prepare and file one Securities Act (other than on Form S-4 or more post-effective amendments to Form S-8 promulgated under the registration statement filed in connection with the Public Offering Securities Act or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"forms thereto), it will shall promptly give written notice to Revolution Living of its intention so to do so register the Primary Shares or Other Shares and, upon the written request, given within 15 days after delivery of any such notice by registered mail Gaiam, of Revolution Living to include in such registration Registrable Shares ("Notice"which request shall specify the number of Registrable Shares proposed to be included in such registration), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, Gaiam shall use its best efforts to effect cause all such Registrable Shares to be included in such registration on the same terms and conditions as the Securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises Gaiam that the inclusion of all Registrable Shares or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of Primary Shares proposed to be registered by Gaiam, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: (i) first, the Primary Shares or, if the registration under is a registration on behalf of holders of Other Shares holding demand registration rights, the Act of Other Shares requested to be included in such registration; (ii) second, the Registrable Securities which it has been so Shares held by Revolution Living and requested by Revolution Living to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense be included in such registration pursuant to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions terms of this Section 7.36.2 and the Other Shares (if such holders are not exercising demand registration rights), on a pari passu basis based on the number of shares sought to be registered; and (iii) third, the Company shall have Primary Shares (if the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective registration is a registration on behalf of whether any written request for inclusion holders of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofOther Shares holding demand registration rights).

Piggyback Registration. If, (a) If the Company at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments register Common Stock under the Securities Act for sale to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders public (in any such case, other than in connection with a merger, acquisition or including registrations pursuant to Form S-8 Section 2 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"3 hereof), whether for its own account or for the account of other security holders or both (except registration statements on Form ▇-▇, ▇-▇ or another form not available for registering the Eligible Securities for sale to the public), each such time it will give written notice to all Holders of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securitiesso. Upon the written request of such a holder any Holder (a "Requesting HolderPiggyback Request"), made given within twenty (20) business 20 days after receipt of the Noticeany such notice, that the Company include to register any of the Requesting Holder's Registrable Securities in the proposed Registration Statementits Eligible Securities, the Company shall, as to each such Requesting Holder, will use its best efforts to effect cause the Eligible Securities as to which registration under the Act of the Registrable Securities which it has shall have been so requested to register ("Piggyback Registration"), at be covered by the registration statement proposed to be filed by the Company's sole cost . (b) In the event that any registration statement described in this Section 4 shall relate, in whole or in part, to an underwritten public offering of shares of Common Stock, the Eligible Securities to be registered must be sold through the same underwriters as have been selected by the Company or agreed to pursuant to Section 2(b) hereof. Otherwise, the method of distribution of the Eligible Securities to be sold by any Holder making a Piggyback Request shall be as specified therein. Except in the case of a registration statement filed pursuant to a Registration Request under Section 2 hereof or a Form S-3 Request made under Section 3 hereof, the number of shares of Common Stock to be included in such registration statement on account of any person (other than the Company) may be reduced if and expense and at no cost or expense to the Requesting Holders extent that the underwriter or underwriters shall be of the opinion that such inclusion would materially adversely affect the marketing of the total number of shares of Common Stock proposed to be sold, and the number of shares to be registered and sold by each person (except as provided in Section 7.5(bother than the Company) hereof)shall be reduced pro rata according to the relative number of fully diluted shares owned by such person. Notwithstanding the foregoing provisions of this Section 7.34, the Company shall have the right at may withdraw any time after it shall have given written notice pursuant registration statement referred to in this Section 7.3 (irrespective of whether 4 without thereby incurring any written request for inclusion of Registrable Securities shall have already been made) liability to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofrequesting Holder.

Piggyback Registration. If, (a) If the Company at any time during the seven years following the effective date of the Public Offering, the Company Closing Date proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new a registration statement or post-effective amendments thereto covering conduct a securities offering, including an Underwritten Block Trade, off an already filed Shelf Registration Statement using a prospectus supplement (such registration statement or prospectus supplement, a “Primary Registration Statement”) for the primary sale of any equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such caseexcept with respect to registration statements on Form ▇-▇, other than in connection with a merger, acquisition ▇▇▇▇ ▇-▇ or pursuant another form not available for registering the Registrable Securities for sale to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"public), it will give prompt written notice thereof to the Shareholder of its intention to do so by registered mail ("Notice")such notice to be given not less than five (5) Business Days (or, at least thirty in the case of Underwritten Block Trades, three (303) business days Business Days) prior to the anticipated filing date of each such the Primary Registration Statement). The Shareholder, to all holders of the extent it still holds any Registrable Securities. Upon , shall within five (5) Business Days (or, in the written request case of Underwritten Block Trades, three (3) Business Days) of receipt of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that notice indicate to the Company include any if it wishes to participate in the offering contemplated by the Primary Registration Statement and, if so, the number of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the it wishes to offer and sell. The Company shall, as to each such Requesting Holder, will use its best commercially reasonable efforts to effect the registration under the Act of cause the Registrable Securities as to which it has inclusion shall have been so requested to register be included in the Primary Registration Statement. The Shareholder shall be entitled to sell the Registrable Securities included in a Primary Registration Statement in accordance with the method of distribution requested by it; provided that, if the Primary Registration Statement relates to an underwritten offering, then ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(bi) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have be entitled to select the right at any time after it shall have given written notice underwriters in its sole discretion and (ii) the Shareholder must sell all Registrable Securities included on the Primary Registration Statement in such underwritten offering pursuant to an underwriting agreement containing terms and conditions that are customary for secondary offerings. In the event that an Underwriter Cutback is required in the view of the managing underwriter, then the securities of the Company to be included in such underwritten offering will be based on the following priority: (x) first, the number of securities that the Company seeks to include in the offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities of the Company may be sold); (y) second, in addition to the securities of the Company included pursuant to the preceding clause (x), (A) for the first two (2) years following the date of this Section 7.3 (irrespective of whether any written request for inclusion Agreement, the number of Registrable Securities requested to be included by the Shareholder, and (B) after the date that is two (2) years following the date of this Agreement, the number of the securities of the Company requested to be included by the Shareholder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Registrable Securities) may be sold), and (z) third, in addition to securities of the Company included pursuant to the preceding clause (x) and the Registrable Securities of the Shareholder and the securities of any other Person included pursuant to the preceding clause (y), the number of securities of the Company requested to be included by any other Person(s) in the offering with the permission of the Company, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities of the Company may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y)(B) shall have already been made) be allocated pro rata among the participating Persons, including the Shareholder, on the basis of the number of securities, including Registrable Securities, requested to elect be included in such registration by such Persons. The Company may withdraw a Primary Registration Statement prior to its being declared effective without incurring any liability to the Shareholder and shall not be required to file any such proposed keep a Primary Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the securities of the Company to be sold by the Company as described in the Prospectus included in the Primary Registration Statement. The Shareholder may, or to withdraw the same after the filing but at least two (2) Business Days prior to the effective date thereofof a Primary Registration Statement or the filing of any prospectus supplement with respect to any particular underwritten offering, as applicable, withdraw any Registrable Securities that it had sought to have included therein, without any liability to the Company or requirement to reimburse for any out-of-pocket expenses of the Company. No registration of Registrable Securities pursuant to this Section 2.2 shall relieve the Company of its obligations to effect registrations pursuant to Section 2.1. (b) If the Company at any time following the Closing Date proposes to file a registration statement or conduct an offering of any of its securities off an already filed Shelf Registration Statement using a prospectus supplement (such registration statement or prospectus supplement, a “Secondary Registration Statement”) for the secondary sale of its equity securities under the Securities Act on behalf of one or more holders of equity securities of the Company other than the Shareholder (the “Requesting Third Party Shareholders”), the Company will give prompt written notice to the Shareholder of its intention to do so (such notice to be given not less than five (5) Business Days (or, in the case of Underwritten Block Trades, three (3) Business Days) prior to the anticipated filing date of the Secondary Registration Statement). The Shareholder, to the extent it still holds Registrable Securities, shall within five (5) Business Days (or, in the case of Underwritten Block Trades, three (3) Business Days) of receipt of such notice indicate to the Company if it wants to participate in the offering contemplated by the Secondary Registration Statement and, if so, the number of Registrable Securities it wishes to offer and sell. The Company will use its commercially reasonable efforts to cause the Registrable Securities as to which inclusion shall have been so requested to be included in the Secondary Registration Statement. The Shareholder shall be entitled to sell the Registrable Securities included in a Secondary Registration Statement in accordance with the method of distribution requested by it; provided that, if the Secondary Registration Statement relates to a Public Offering, then (i) the Requesting Third Party Shareholders (or the Company) shall be entitled to select the underwriters and (ii) the Shareholder must sell all Registrable Securities included on the Secondary Registration Statement in such Public Offering pursuant to an underwriting agreement on the same terms and conditions as those applicable to the Requesting Third Party Shareholders. In the event that an Underwriter Cutback is required in the view of the managing underwriter, then the securities to be included in such Public Offering will be based on the following priority: (x) first, the number of the securities of the Company that the Requesting Third Party Shareholders seek to include, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which such securities may be sold); (y) second, in addition to the securities included pursuant to the preceding clause (x), (A) for the first two (2) years following the date of this Agreement, the number of Registrable Securities requested to be included by or on behalf of the Shareholder, and (B) after the date that is two (2) years following the date of this Agreement, the number of the securities of the Company requested to be included by the Shareholder and any other Person(s) who has (have) elected to include securities pursuant to written agreements with the Company, in each case, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities (including the Registrable Securities) may be sold); (z) third, in addition to the securities included pursuant to the preceding clauses (x) and (y), the number of securities sought to be included by other Persons permitted to participate in such underwritten offering, up to the number that, in the opinion of the managing underwriter, would not adversely affect the marketing of the offering (including the price at which the securities may be sold). The Underwriter Cutbacks described in the immediately preceding clause (y)(B) shall be allocated pro rata among the participating Persons, including the Shareholder, on the basis of the number of securities (including Registrable Securities) requested to be included in such registration by such Persons. Requesting Third Party Shareholders or the Company may withdraw a Secondary Registration Statement prior to its being declared effective without incurring any liability to the Shareholder, and the Company shall not be required to keep a Secondary Registration Statement effective for longer than the period contemplated by the intended manner of distribution for the sale of the securities by the Requesting Third Party Shareholders as described in the Prospectus included in the Secondary Registration Statement. The Shareholder may, at least two (2) Business Days prior to the effective date of a Secondary Registration Statement or the filing of any prospectus supplement with respect to any particular underwritten offering, as applicable, withdraw any Registrable Securities that it had sought to have included therein, without any liability to the Company or any other Person or requirement to reimburse for any out-of-pocket expenses of the Company.

Piggyback Registration. If, at any time during the seven years following the effective date of the Public Offeringtime, the Company proposes to prepare and file one or more post-effective amendments to with the Securities and Exchange Commission (the "Commission") a registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders stockholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 72, collectively, the a "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), ) at least thirty (30) business days prior to the filing of each such Registration Statement, Statement to all holders of the Registrable SecuritiesARC. Upon the written request of such a holder (a "Requesting Holder")ARC, made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities Shares and/or Warrant Stock in the proposed Registration StatementStatement (provided in the case of a request with regard to the Shares that VUSA and ARC have executed mutually agreeable two-year buffycoat pricing schedules and rebate programs as contemplated in the Agreement), the Company shall, as to each such Requesting Holder, shall use its best efforts to effect the registration under the Securities Act of the Registrable Securities resale of the Shares and/or Warrant Stock which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (ARC except as provided in Section 7.5(b4E) hereof). Notwithstanding the provisions of this Section 7.3Article 2, (i) the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 Article 2 (irrespective of whether any written request for inclusion of Registrable Securities the Shares shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof; (ii) if the Company's managing underwriter, if any, of the offering for which a Registration Statement has been filed so requests in writing, the Shares shall not be offered or sold until the expiration of a date not to exceed 90 days from the effective date of the offering that gave rise to the Piggyback Registration, but any such request and deferral of the offer and sale shall not affect the Company's obligation to register for resale under the Securities Act the Shares. In the event of the termination of the Agreement by the Company and/or VUSA pursuant to Section 6.2 thereof, the registration rights provided by this Article 2 shall simultaneously terminate; and in the event of suspension of the Agreement pursuant to Section 6.1(d) thereof, such registration rights shall be correspondingly suspended. The termination or suspension of this Agreement shall not affect the Company's and/or VUSA's obligations hereunder with respect to (i) Warrant Stock that ARC has a vested right to acquire and/or Shares or (ii) Warrant Stock and/or Shares subject to a then effective Registration Statement.

Piggyback Registration. If, If at any time during the seven years period commencing on the date that is six months following the effective closing date of an initial public offering of the Public OfferingCommon Stock and ending on the Expiration Date, the Company proposes to prepare and file one register any shares of its Common Stock under the Securities Act on any form for registration thereunder (the “Registration Statement”) for its own account or more post-effective amendments the account of shareholders (other than a registration solely relating to the (i) shares of Common Stock underlying a stock option, restricted stock, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration statement filed of securities proposed to be issued in exchange for securities or assets of, or in connection with the Public Offering a merger or any new consolidation with, another corporation or other entity; or (iii) a registration statement or post-effective amendments thereto covering equity or debt of securities of the Company, or any such proposed to be issued in exchange for other securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"an “Excluded Registration”)), it will at such time give prompt written notice to the Holder of its intention to do so by registered mail ("the “Section 9.1 Notice"”), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder the Holder given to the Company within ten (a "Requesting Holder"), made within twenty (2010) business days after receipt the giving of any Section 9.1 Notice setting forth the Notice, that number of shares of Warrant Stock and/or Other Securities intended to be disposed of by the Company include any Holder and the intended method of the Requesting Holder's Registrable Securities in the proposed Registration Statementdisposition thereof, the Company shall, as will include or cause to each such Requesting Holder, use its best efforts to effect be included in the registration under Registration Statement the Act shares of the Registrable Warrant Stock and/or Other Securities which it the Holder has been so requested to register register, to the extent provided in this Section 9 ("a “Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof”). Notwithstanding the provisions of this Section 7.3foregoing, in the event that prior to the Six-Month Post-IPO Exercise Date, the Company agrees to (other than in an Excluded Registration) (i) register the resale of Common Stock then held by any other shareholder of the Company or (ii) register the issuance of Common Stock upon conversion of then outstanding securities, the Holder shall have be similarly entitled to exercise the right rights provided by this Section 9.1. Notwithstanding the foregoing, the Company may, at any time after it shall have given written notice time, withdraw or cease proceeding with any registration pursuant to this Section 7.3 (irrespective 9.1 if it shall at the same time withdraw or cease proceeding with the registration of whether any written request for inclusion all of Registrable Securities the Common Stock originally proposed to be registered. The Company shall have already been made) to elect not be obligated to file any such proposed Registration Statement, or to withdraw and cause the same after the filing but prior to the effective date thereof.effectiveness of only one (1)

Piggyback Registration. If, (a) In the event that the Company at any time during after (x) in the seven case of Silver Lake, two years following after the effective date IPO Date, and (y) in the case of Q II, 18 months after the Public OfferingIPO Date, the Company proposes to prepare and file one or more post-effective amendments to register any Equity Securities under the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the CompanySecurities Act, or any such securities of the Company held by its shareholders (in any such case, other than either in connection with a mergerprimary offering for cash for the account of the Company (a “Primary Offering”), acquisition a secondary offering or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectivelya combined primary and secondary offering, the "Registration Statement")Company will each time it intends to effect such a registration, it will give written notice (a “Company Notice”) to all Holders of its intention Registrable Securities who are no longer subject to do so by registered mail ("Notice"), contractual transfer restrictions with the Company in respect of such Registrable Securities at least thirty (30) business days ten Business Days prior to the initial filing of a registration statement with the SEC pertaining thereto, informing such Holders of (i) its intent to file such registration statement and whether such registration is for a Primary Offering, a secondary offering or a combined primary and secondary offering, (ii) the intended method of distribution, (iii) the number of each class of Equity Securities proposed to be registered, (iv) the proposed date of filing of such Registration Statementregistration statement, (v) the proposed managing underwriter(s) (if any), (vi) a good faith estimate by the Company of the proposed minimum offering price of each class of Equity Securities, in each case of (ii) to (vi), to all holders the extent then known, and (vii) the Holders’ right to request the registration of the Registrable SecuritiesSecurities held by the Holders. Upon the written request of the Holders made within seven Business Days after any such a holder Company Notice is given (a "Requesting which request shall specify the number of Registrable Securities intended to be disposed of by such Holder and the intended distribution thereof; provided, that if (i) the Registrable Securities intended to be disposed of are Class A common stock and (ii) the applicable registration is intended to effect an offering of Class A common stock for cash for the account of the Company, such request need specify only the Registrable Securities intended to be disposed of by such Holder"), made unless SAP shall have responded to such Company Notice within twenty such seven Business Day period Requesting a Demand Registration in priority to the registration described in such Company Notice (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statementwhich case, the Company shallshall first effect such Demand Registration in accordance with Section 3.1 and the cut-back provisions in Section 3.1(d) shall apply), as to each such Requesting Holder, the Company will use its reasonable best efforts to effect the registration under the Securities Act of the all Registrable Securities which it the Company has been so requested to register by the Holders to the extent required to permit the disposition ("Piggyback Registration")in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to effect a primary offering for cash for the account of the Company, in accordance with the Company’s intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the registration statement filed by the Company, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such registration statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided further, that if, at any time after giving written notice of its intention to register any Equity Securities in a Primary Offering 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 such registration of the Equity Securities, the Company shall give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith or from the Company's sole cost ’s obligations with respect to any subsequent registration) and expense (ii) in the case of a determination to delay such registration, the Company shall be permitted to delay registration of any Registrable Securities requested to be included in such registration statement for the same period as the delay in registering such Equity Securities; provided that the Holders of Registrable Securities may continue the registration as a Demand Registration under Section 3.1. (b) If, in connection with a Primary Offering pursuant to this Section 3.2 that is initiated by the Company, the Underwriters’ Representative of the offering registered thereon shall inform the Company in writing that in its judgment there is a Maximum Number of shares of Company Capital Stock that may be included therein, the Company shall include in such registration: (i) first, if such registration statement relates to an offering initiated by the Company of Equity Securities being offered for the account of the Company, the full number of Equity Securities that the Company proposes to offer for its own account (“Company Securities”); (ii) second, SAP Securities, Silver Lake Securities and at no cost or expense Q II Securities up to the Requesting Holders Cap Amount, except that if the number of shares of Company Capital Stock that may be included in such registration is less than the Cap Amount, the reduction shall be applied pro rata among the SAP Securities, Silver Lake Securities and Q II Securities based on each of their pro rata share of the Cap Amount (except as provided i.e., 44.44% SAP Securities/44.44% Silver Lake Securities/11.12% Q II Securities); (iii) third, up to the full number of SAP Securities in excess of the Cap Amount, if any, that are requested to be included in such registration; (iv) fourth, up to the full number of Silver Lake Securities and Q II Securities in excess of the Cap Amount, if any, that are requested to be included in such registration on a pro rata basis based on the total number of shares of Company Capital Stock held by such Holder; (v) and fifth, such number of shares of Company Capital Stock duly requested to be included in such registration by other Persons, pro rata on the basis of the amount of such other shares of Company Capital Stock requested to be included or such other allocation method determined by the Company. If, in connection with a secondary offering or a combined primary and secondary offering pursuant to this Section 3.2, the Underwriters’ Representative of the offering registered thereon shall inform the Company and/or the Holder in writing that in its judgment there is a Maximum Number of shares of Company Capital Stock that may be included therein, the cutback provisions in Section 7.5(b3.1(d) hereof)shall apply. (c) No Holder may participate in any Underwritten Offering under this Section 3.2 and no other Person shall be permitted to participate in any such offering pursuant to this Section 3.2 unless it completes and executes all customary questionnaires, powers of attorney, custody agreements, underwriting agreements and other customary documents required under the customary terms of such underwriting arrangements. Notwithstanding In connection with any Underwritten Offering under this Section 3.2, each participating Holder and the Company and each such other Person shall be a party to the underwriting agreement with the underwriters of such offering and may be required to make certain customary representations and warranties and provide certain customary indemnifications for the benefit of the underwriters. (d) The Company shall not be required to effect any registration of Registrable Securities under this Section 3.2 incidental to the registration of any of its securities in connection with the Company’s issuance of registered shares of Company Capital Stock in mergers, acquisitions, reorganizations, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans. (e) The registration rights granted pursuant to the provisions of this Section 7.3, 3.2 shall be in addition to the Company shall have the right at any time after it shall have given written notice registration rights granted pursuant to this Section 7.3 (irrespective of whether any written request for inclusion 3.1. No registration of Registrable Securities effected under this Section 3.2 shall have already been made) relieve the Company of its obligation to elect not effect a Demand Registration of Registrable Securities pursuant to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofSection 3.1.

Piggyback Registration. If, If the Company at any time during the seven years following the effective date of the Public OfferingRegistration Period (defined below), the Company proposes to prepare and file one register any of its Common Stock under the Securities Act of 1933, as amended (the "Act") on Forms ▇-▇, ▇-▇, ▇-▇ or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the CompanySB-1, or any such securities of the Company held by its shareholders SB-2 (in any such case, other than in connection with a merger, acquisition but not Form S-4 or pursuant to Form S-8 or successor other comparable form) (for purposes of this Article 7, collectively, the "Registration Statement")or on any other form upon which may be registered Common Stock, it will at each such time give prompt written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, the registration statement to all holders Holder of its intention so to do. Such notice shall specify the proposed date of the Registrable Securitiesfiling of the registration statement and advise Holder of its right to participate therein. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in Holder given prior to the proposed Registration Statementdate of filing set forth in such notice, the Company shallwill cause each Warrant Share which the Company has been requested to register by Holder to be registered under the Act, all to the extent requisite to permit the sale or other disposition by Holder of the Warrant Shares so registered. The term "Registration Period" shall mean the period commencing on the date hereof and ending on the date on which the Warrant Shares may be immediately sold to the public without registration or restriction (including, without limitation, as to each such Requesting Holdervolume by the holder thereof), use its best efforts to effect the registration under the Act Act. If, in the written opinion of the Registrable Securities underwriter or underwriters managing the public offering which it has been is the subject of a registration pursuant to this Section 8(a) (or in the event that such distribution shall not be underwritten, in the written opinion of an investment banking firm of recognized standing), the total amount of shares of Common Stock to be so registered, when added to the total amount of Warrant Shares which the Holder and all other Warrantholders have requested to register ("Piggyback Registration"be registered pursuant to this Section 8(a), will exceed the maximum amount of Common Stock of the Company which can be marketed: (i) at a price reasonably related to their then current market value; or (ii) without otherwise materially and adversely affecting the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3entire offering, then the Company shall have the right to exclude from such registration such number of Warrant Shares of Holder and the other Warrantholders which it would otherwise be required to register pursuant to this Section 8(a) as is necessary to reduce the total amount of shares of Common Stock of the Company to be so registered to the maximum amount of shares of Common Stock which can be so marketed; provided, however, that if the total amount of shares of Common Stock which can be sold is less than the number of Warrant Shares requested by Holder and the other Warrantholders to be included in the registration together with the number of other shares of Common Stock duly requested to be registered by any affiliates of the Company and other selling security holders included in the registration statement who are subject to contractual cut-back agreements, then the number of shares of Common Stock to be excluded from such registration shall be allocated among Holder, and such other Warrantholders, affiliates and selling security holders in proportion to the respective number of shares of Common Stock held of record by each of them. In such event, the Company shall give Holder prompt written notice of the number of shares of Holder's Warrant Shares excluded from such registration at the request of the managing underwriter. No such exclusion shall reduce the securities being offered by the Company for its own account to be included in such registration statement. The Company may, in its sole discretion and without the consent of Holder, at any time after it shall have given written notice to Holder in accordance with this Warrant, delay the filing or effectiveness of the registration statement or withdraw such registration statement and abandon the proposed offering in which Holder had requested to participate; provided, however, that such delay, withdrawal and/or abandonment is with respect to all securities under such registration, and provided further, that any delay, withdrawal and/or abandonment shall not preclude or otherwise prejudice subsequent requests for registration pursuant to this Section 7.3 (irrespective 8. Holder will cooperate with the Company in all material respects in connection with this Agreement, including, without limitation, timely supplying all information reasonably requested by the Company and executing and returning all documents reasonably requested in connection with the registration and sale of whether any the Warrant Shares. In connection with each registration covering an underwritten public offering, the Company and Holder agree to enter into a written request agreement with the managing underwriter containing such provisions as are customary in the securities business for inclusion such an arrangement between an underwriter and companies of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofCompany's size and investment stature.

Piggyback Registration. If, at any time during within the seven period commencing one (1) year and expiring six (6) years following after the effective date of the Public OfferingEffective Date, the Company proposes to prepare and should file one or more post-effective amendments to the a registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of Commission under the Company, or any such securities of the Company held by its shareholders 1933 Act (in any such case, other than in connection with a merger, acquisition merger or pursuant to Form S-8 or successor formS-8) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice")mail, at least thirty twenty (3020) business days prior to the filing of each such Registration Statementregistration statement, to the Underwriters and to all holders other Holders of the Registrable SecuritiesWarrants and/or the Warrant Shares of its intention to do so. Upon If the written request Underwriters or other Holders of such a holder the Warrants and/or the Warrant Shares notify the Company within ten (a "Requesting Holder"), made within twenty (2010) business days after receipt of the Notice, that the Company any such notice of its or their desire to include any of the Requesting Holder's Registrable Securities Warrant Shares in the such proposed Registration Statementregistration statement, the Company shall, as to each shall afford the Underwriters and such Requesting Holder, use its best efforts to effect the registration under the Act Holders of the Registrable Securities which it has been so requested Warrants and/or Warrant Shares the opportunity to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)have any such Warrant Shares registered under such registration statement. Notwithstanding the provisions of this Section 7.37(c), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 7(c) (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect not to file any such proposed Registration Statementregistration statement, or to withdraw the same after the filing but prior to the effective date thereof. If the underwriter of an offering to which the above piggyback rights apply objects to such rights, such objection shall preclude such inclusion. However, in such event, the Company will, within six (6) months of completion of such subsequent underwriting, file at its sole expense, a registration statement relating to such excluded Warrant Shares, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b), unless such Holders had refused an opportunity provided with the consent of the underwriter, to be included in the registration statement on the condition that they agree not to offer the securities for sale without the prior written consent of the underwriter for a period not exceeding 60 days from the effective date of such registration statement. If the underwriter in such underwritten offering shall advise the Company that it declines to include a portion or all of the Warrant Shares requested by the Underwriters and the Holders to be included in the registration statement, then (A) registration of all of the Warrant Shares shall be excluded from such registration statement on the condition that all securities to be registered by other selling security holders, if any, are also excluded and (B) registration of a portion of such Warrant Shares shall be allocated among the Underwriters and the Holders and any other selling securityholders in proportion to the respective numbers of securities to be registered by the Underwriters and each such Holder and other selling securityholder. In such event the Company shall give the Underwriters and the Holders prompt notice of the number of Warrant Shares excluded.

Piggyback Registration. If, at any time during from and after the seven years following date hereof and subject to the effective date terms and conditions hereof, and until the termination of the Public Offeringthis Shareholders' Agreement in accordance with Section 8.3 hereof, the Company proposes shall determine to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering 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 equity securities (other than on Form F-4, or any new registration statement successor form thereto, or post-effective amendments thereto covering equity or debt securities of Form S-8 if then available to the Company, or any successor form thereto, or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or bona fide, employee benefit plans), the Company shall send to SOF written notice of such securities determination (the "Piggyback Notice") and, if within ten (10) days after the delivery of the Piggyback Notice, SOF shall so request in writing, the Company shall include in such Registration Statement all or any part of the Registrable Securities that SOF requests to be registered, except that if, in connection with any Underwritten Offering for the account of the Company held by its shareholders (the managing underwriter(s) thereof shall impose a limitation on the number of Shares which may be included in any the Registration Statement because, in such caseunderwriter(s)' judgment, marketing or other than factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration StatementStatement (i) all Shares, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Noticeif any, that the Company include any proposes to sell for its own account and (ii) the number of Shares, including the Registrable Securities, that the managing underwriter(s) advise(s), allocated pro rata among the holders of such Shares who are then entitled to exercise piggyback registration rights on the basis of the Requesting Holder's number of Shares requested to be included therein by each holder of such Shares. If an offering in connection with which SOF is entitled to registration under this Section 6.3 is an Underwritten Offering, then SOF, unless otherwise agreed by the Company, shall offer and sell such Registrable Securities in an Underwritten Offering using the proposed Registration Statementsame underwriter or underwriters and, the Company shall, as subject to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3Shareholders' Agreement, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw on the same after the filing but prior to the effective date thereofterms and conditions as other Shares included in such Underwritten Offering.

Piggyback Registration. If, (a) If at any time during the seven years following the effective date of the Public Offering, the Company Parent proposes to prepare file a Registration Statement under the Securities Act with respect to equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Parent (or by Parent and file one or more post-effective amendments by the stockholders of Parent including, without limitation, pursuant to the Section 2.2 hereof) on a form that would permit registration statement of Registrable Securities, other than a Registration Statement (i) filed in connection with the Public Offering any employee stock option or any new registration statement other benefit plan, (ii) for an exchange offer or post-effective amendments thereto covering offering of securities solely to Parent’s existing stockholders, (iii) for an offering of debt that is convertible into equity or debt securities of Parent, (iv) for a dividend reinvestment plan or (v) on Form S-4, then Parent shall give written notice of such proposed filing to all of the CompanyInvestors of Registrable Securities as soon as practicable but not less than ten days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Investors the opportunity to register the sale of such number of Registrable Securities as such Investors may request in writing within five days after receipt of such written notice (in the case of an “overnight” or “bought” offering, such requests must be made by the Investors within three Business Days after the delivery of any such notice by Parent) (such Registration a “Piggyback Registration”); provided, however, that if Parent has been advised in writing by the managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Investors will have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (1) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), Parent shall not be required to offer such opportunity to the Investors or (2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Investors shall be determined based on the provisions of Section 2.3(b). Subject to Section 2.3(b), Parent shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Investors pursuant to this Section 2.3 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Parent included in such Registration and to permit the Company held sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from an Investor is received within the specified time, each such Investor shall have no further right to participate in such Underwritten Offering. All such Investors proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by its shareholders Parent. (b) If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises Parent and the Investors of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock that Parent desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Investors of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Sections 2.2 and 2.3, and (iii) the shares of Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of Parent, exceeds the Maximum Number of Securities, then: (i) If the Registration is undertaken for Parent’s account, Parent shall include in any such caseRegistration (A) first, shares of Common Stock or other equity securities that Parent desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Investors exercising their rights to register their Registrable Securities pursuant to Sections 2.2 and 2.3 hereof which can be sold without exceeding the Maximum Number of Securities, allocated pro rata based on the respective number of Registrable Securities that each such Investor has requested be included in such Registration; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of Parent, which can be sold without exceeding the Maximum Number of Securities; (ii) If the Registration is pursuant to a request by persons or entities other than the Investors, then Parent shall include in any such Registration (A) first, shares of Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Investors of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Investors exercising their rights to register their Registrable Securities pursuant to Sections 2.2 and 2.3 hereof which can be sold without exceeding the Maximum Number of Securities, allocated pro rata based on the respective number of Registrable Securities that each such Investor has requested be included in such Registration; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Common Stock or other equity securities that Parent desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), shares of Common Stock or other equity securities for the account of other persons or entities that Parent is obligated to register pursuant to separate written contractual piggy-back registration rights of other stockholders of Parent, which can be sold without exceeding the Maximum Number of Securities. (c) Any Investor that indicated an intention to sell Registrable Securities under this Section 2.3 shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to Parent and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the pricing of such Underwritten Offering. Parent (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Piggyback Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days any time prior to the filing effectiveness of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense Notwithstanding anything to the Requesting Holders (except as provided contrary in Section 7.5(b) hereof). Notwithstanding this Agreement, Parent shall be responsible for the provisions of Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 7.32.3. (d) For purposes of clarity, the Company shall have the right at any time after it shall have given written notice Registration effected pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities 2.3 shall have already been made) to elect not to file any such proposed be counted as a Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofeffected under Section 2.2.

Piggyback Registration. If, at (i) In the event that (A) there is not an effective Registration Statement covering the total number of Registrable Equity Support Shares that is on file with the SEC and (B) the Issuer or any time during the seven years following the effective date shareholder of the Public Offering, the Company Issuer proposes to prepare and conduct a registered offering of, or if the Issuer proposes to file one or more post-effective amendments a Registration Statement under the Securities Act with respect to the registration statement of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities (including pursuant to the ATM Agreement), for its own account or for the account of shareholders of the Issuer, other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Public Offering Securities Act or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Companysuccessor rule thereto), or any such securities of the Company held by its shareholders (in any such case, other than iii) filed in connection with a mergerconfidentially marketed public offering by the Issuer of primary shares, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, then the "Registration Statement"), it will Issuer shall give written notice of its intention such proposed offering to do so by registered mail each Subscriber ("a “Piggyback Notice")”) as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, at least thirty (30) business days prior in the case of a registration in which securities of the Issuer are sold to an underwriter in a firm commitment underwriting for distribution to the public (an “Underwritten Offering”) pursuant to a shelf registration, the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used for marketing such offering, which Piggyback Notice shall (A) describe the amount and type of securities to be included in such offering, the proposed filing date, the intended method(s) of each such Registration Statementdistribution, to all holders the name of the proposed managing underwriter or underwriters, if any, in such offering and to the extent then known a good faith estimate of the proposed minimum offering price, and (B) offer to each Subscriber the opportunity to include in such registered offering such number of Registrable Securities. Upon the written Equity Support Shares as such Subscriber may request of such a holder in writing within five (a "Requesting Holder"), made within twenty (205) business days after receipt of the Noticesuch Piggyback Notice (such registered offering, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company a “Piggyback Registration”). The Issuer shall, as in good faith, cause such Registrable Equity Support Shares to each be included in such Requesting HolderPiggyback Registration and, if applicable, shall use its best commercially reasonable efforts to effect cause the registration under the Act managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities which it has been so Equity Support Shares requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice by each Subscriber pursuant to this Section 7.3 (irrespective 7(c) to be included therein on the same terms and conditions as any similar securities of whether any written request for the Issuer included in such registered offering and to permit the sale or other disposition of such Registrable Equity Support Shares in accordance with the intended method(s) of distribution thereof. The inclusion of Registrable Securities Equity Support Shares in a Piggyback Registration shall have already been madebe subject to each Subscriber’s agreement to enter into an underwriting agreement in customary form with the underwriter(s) to elect not to file any selected for such proposed Registration StatementUnderwritten Offering, or to withdraw the same after the filing but prior to the effective date thereofif applicable.

Piggyback Registration. If(a) Subject to Section 2.2(b), at any time during the seven years following the effective date of the Public Offering, whenever the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders a Registration Statement (in any such case, other than in connection with a merger, acquisition or pursuant an Excluded Registration) at any time and from time to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement")time, it will will, prior to such filing, promptly give written notice to all Holders of its intention to do so by registered mail ("Notice")and, at least thirty (30) business days prior to if the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon Company receives the written request of such a holder (a "Requesting Holder"), made any Holder holding Registrable Securities within twenty (20) business days after receipt of the NoticeCompany provides such notice, the Company shall cause all Registrable Securities that the Company has been requested by such Holder or Holders to be registered under the Securities Act to the extent necessary to permit their sale or other disposition; provided, however, that the Company include any of the Requesting Holder's Registrable Securities rights set forth in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, 2.2 shall not apply to Registration Statements to be filed pursuant to Section 2.1 hereof; and provided further that the Company shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section 7.3 2.2 without obligation to any Holder. The expenses of such withdrawn registration shall be borne by the Company. (irrespective b) In connection with any offering under this Section 2.2 involving an underwriting, the Company shall not be required to include any Registrable Securities in such underwriting unless the holders thereof accept the terms of whether any written request for inclusion the underwriting as reasonably agreed upon between the Company and the underwriters selected by it. If the underwriter advises the Company or the holders of Registrable Securities requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the number of Registrable Securities to be underwritten, then the Registrable Securities that are included in such offering shall have already been madebe allocated among the selling holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling holder or in such other proportions as shall mutually be agreed to elect not by all such selling holders; provided that in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to file be sold by the Company) are first entirely excluded from the offering, or (ii) the amount of Registrable Securities included in the offering be reduced below twenty-five percent (25%) of the total amount of securities included in such offering unless such offering is the initial public offering of the Company’s equity securities and no other Holder has included shares in such registration. For purposes of the provision in this Section 2.2(b) concerning apportionment, for any holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such holder, or the estates and Family Members of any such proposed Registration Statementpartners, or retired partners, members, and retired members and any trusts for the benefit of any of the foregoing persons, shall be deemed to withdraw be a single “holder”, and any pro rata reduction with respect to such holder shall be based upon the same after the filing but prior to the effective date thereofaggregate number of Registrable Securities owned by all persons included in such “holder”.

Piggyback Registration. If, If at any time during the seven years following Company proposes for ---------------------- any reason to register Primary Shares or Other Shares under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto and other than with respect to the registration statement originally filed in April 1999 for CVI and others) including, without limitation, any registration pursuant to the exercise of the demand registration rights of any Person other than the Purchaser or any other Holder, on any form that would also permit the registration of Purchaser Shares, promptly give written notice to the Purchaser and the Holders of its intention to so register the Primary Shares or Other Shares and, upon the written request, given within 15 days after delivery of any such notice by the Company, of the Purchaser or any Holder to include in such registration Purchaser Shares held by such Person (which request shall specify the number of Purchaser Shares proposed to be included in such registration), the Company shall use its best efforts to cause all such Purchaser Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration 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 Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with such registration, the Public Offering or Company shall determine for any new reason not to proceed with the proposed registration statement or post-effective amendments thereto covering equity or debt securities of the Companysecurities to be sold by it, or any such securities of the Company held by may, at its shareholders (in any such caseelection, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of such determination to each Holder of Purchaser Shares and, thereupon, shall be relieved of its intention obligation to do so register any Purchaser Shares in connection with such registration; and, provided further, however, that if the ---------------- ------- managing underwriter advises the Company that the inclusion of all Purchaser Shares or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares proposed to be registered by registered mail the Company, then the number of Primary Shares, Purchaser Shares and Other Shares proposed to be included in such registration shall be included in the following order: ("Notice")b) second, at least thirty the Other Shares (30other than those shares of Common Stock ------ which are not subject to any registration rights agreement) business days prior and the Purchaser Shares requested to be included in such registration, pro rata based upon the filing --- ---- number of shares of Common Stock requested to be included in such registration (assuming conversion of Preferred Shares and exercise of Warrants, as applicable) owned by each such Registration Statement, to all holders of seller at the Registrable Securities. Upon the written request time of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include registration. In connection with any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration underwritten offering under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.39.3, the Company shall not be required to include Purchaser Shares in such underwritten offering unless the Holders of such Purchaser Shares accept the terms of the underwriting of such offering that have been agreed upon between the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration StatementCompany and the underwriters selected by the Company, or to withdraw including without limitation, the same after underwriting agreement and the filing but prior to the effective date thereoffees and expenses in connection therewith.

Piggyback Registration. If(a) Subject to the provisions of this Section 10.5, Section 10.7 and Section 10.8, in the event of a Qualified IPO, each CME Group Member may request, at any time during within the seven years 20 Business Days following the effective date receipt of the Public OfferingQualified IPO Demand from MH, the opportunity to include in such registration statement a percentage of such CME Group Member’s Membership Interests equal to not more than the portion of the MH Members’ Membership Interests included in such registration statement (a “Piggyback Registration”). A Piggyback Registration shall be available only for Membership Interests of the same class or series as those proposed to be registered by the MH Members. (b) Upon any CME Group Member’s written request made within the 20 Business Days after the receipt of the Qualified IPO Demand from MH (which request shall specify the minimum price, if any, below which such CME Group Members will not sell such Membership Interests (or portions thereof)), the Company proposes and MH shall, subject to prepare and file one clause (c) below, cause the underwriter(s) to include all Membership Interests (or more post-effective amendments portions thereof) that such CME Group Members has so requested to include (in addition to the MH Members’ Membership Interests (or portions thereof) to be included in such registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"statement), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, and shall use its their reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities which it has been so requested to register all such Membership Interests ("Piggyback Registration"or portions thereof), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders extent required to permit the disposition of the Membership Interests (except as or portions thereof) so to be registered; provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3that, the Company shall have the right if at any time after it shall have given written giving notice pursuant of its intention to this Section 7.3 register any Membership Interests (irrespective of whether any written request for inclusion of Registrable Securities shall have already been madeor portions thereof) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but in a Qualified IPO and prior to the effective date of the registration statement filed in connection with such registration, MH shall determine not to register such securities, MH shall give notice to the Company and the CME Group Members and, thereupon, the Company shall be relieved of its obligation to register any Membership Interests (or portions thereof) in connection with such registration, any elections made by the CME Group Members shall be deemed rescinded and shall be of no legal force or effect and the CME Group Members’ Piggyback Registration rights with respect to such registration shall terminate. (c) If the CME Group Members exercise their right to a Piggyback Registration pursuant to this Section 10.5 and the lead underwriters advise MH and the CME Group Members that, in their view, the amount of Membership Interests (or portions thereof) requested to be included in such registration exceeds the largest amount of Membership Interests (or portions thereof) that could be included in the public offering without having an adverse effect on such public offering, including the price at which such Membership Interests (or portions thereof) can be sold, then the amount of Membership Interests (or portions thereof) to be included in such registration shall be determined pro rata among MH and the CME Group Members that exercised their right to a Piggyback Registration pursuant to this Section 10.5 based on the Membership Interests (or portions thereof) requested to be included in such registration. (d) It shall be a condition precedent to the obligations of the Company to take any action pursuant to the foregoing provisions of this Section 10.5 that each CME Group Member that exercised their right to a Piggyback Registration pursuant to this Section 10.5 shall furnish to the Company such customary information regarding itself, the Membership Interests (or portions thereof) held by such CME Group Member and the intended method of disposition of such securities as shall be required to effect the registration of such Membership Interests (or portions thereof).

Piggyback Registration. IfIf the Company proposes (whether on its own behalf or at the request of any other person or entity) to register any security under the Securities Act on any registration form (otherwise than for the registration of securities to be offered and sold pursuant to (a) an employee benefit plan, (b) a dividend or interest reinvestment plan, (c) other similar plans or (d) reclassifications of securities, mergers, consolidations and acquisitions of assets on Form S-4 or any successor thereto) prescribed by the Commission permitting a secondary offering or distribution, not less than 60 days prior to each such registration, the Company shall give to the holders of the Warrants or shares of Common Stock issuable upon the exercise thereof written notice of such proposal which shall describe in detail the proposed registration and distribution (including those jurisdictions where registration or qualification under the securities or blue sky laws is intended) and, upon the written request of any holder of a Warrant or shares of Common Stock issuable upon the exercise thereof given within 30 days after the date of any such notice, proceed to include in such registration such shares of Common Stock as have been requested by any such holder to be included in such registration; provided, however, that the Company shall not be required to include fewer than 50,000 shares (subject to adjustment upon any combination or split of shares or similar event) of Common Stock in any such registration pursuant to this Section 8.2(a). Any holder of a Warrant or shares of Common Stock issuable upon the exercise thereof shall in its request describe briefly the proposed disposition of such shares of Common Stock. The Company will in each instance use its best efforts to cause any shares of Common Stock issuable upon the exercise of the Warrants (the holders of which shall have so requested registration thereof) to be registered under the Securities Act and qualified under the securities or blue sky laws of any jurisdiction requested by a prospective seller, all to the extent necessary to permit the sale or other disposition thereof (in the manner stated in such request) by a prospective seller of the securities so registered. If the managing underwriter, who shall be selected by the Company (subject to the approval, not unreasonably withheld, of a majority of the holders that have requested registration (which must include First Source if First Source is then a holder and requesting registration)) to manage the distribution of the shares of Common Stock being registered, advises the Company in writing that, in its opinion, the inclusion of the shares of Common Stock requested to be included in such registration by a holder of a Warrant or shares of Common Stock issuable upon the exercise thereof with the securities being registered by the Company and other prospective sellers would materially adversely affect the distribution of all such securities, then: (a) (i) if such registration has been initially proposed by the Company, the Company shall include in such registration the number of shares proposed to be registered by the Company and by the holders of the Warrants or shares of Common Stock issuable upon the exercise thereof before including any other securities in the registration, and, if an additional reduction in the number of securities being registered is necessary, the Company shall include in such registration such shares of the Company and the holders of the Warrants or shares of Common Stock issuable upon the exercise thereof pro rata based on the number of shares originally proposed to be registered by the Company and by the holders of the Warrants or shares of Common Stock issuable upon the exercise thereof or (ii) if such registration has been initially proposed by a holder of securities other than the Company or the holders of Warrants or shares of Common Stock issuable upon exercise thereof, the Company shall include in such registration the number of shares proposed to be registered by such other holder and the holders of Warrants or shares of Common Stock issuable upon exercise thereof before including any other securities in the registration and, if an additional reduction in the number of securities being registered is necessary, the Company shall include in such registration such shares of such other holder and the holders of Warrants or shares of Common Stock issuable upon exercise thereof pro rata based on the number of shares originally proposed to be registered by such other holder and by each holder of Warrants or shares of Common Stock issuable upon exercise thereof; or (b) any holder of a Warrant or shares of Common Stock issuable upon the exercise thereof may, at any time during the seven years following its sole option, delay its offering and sale for a period not to exceed 120 days after the effective date of such registration as such managing underwriter shall reasonably request. In the Public Offeringevent of such delay, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders : (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor formi) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, shall use its best efforts to effect the any registration or qualification under the Securities Act and the securities or blue sky laws of any jurisdiction as may be necessary to permit such prospective seller to make its proposed offering and sale following the Registrable Securities which it has been so requested end of such period of delay; and (ii) during such period of delay and for at least 90 days thereafter, shall not file or cause to register ("Piggyback Registration")be effected any other registration of its capital stock or securities convertible into or exchangeable or exercisable for any such capital stock, whether on its own behalf or at the Company's sole cost request of any other person or entity, and expense and at no cost shall not sell any shares of its capital stock or expense securities convertible into or exchangeable or exercisable for any such capital stock. The holder of a Warrant or shares of Common Stock issuable upon the exercise thereof who has requested shares of Common Stock to the Requesting Holders (except as provided be included in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice a registration pursuant to this Section 7.3 8.2(a) by acceptance hereof or thereof, agrees to execute an underwriting agreement with such underwriter that is (irrespective i) reasonably satisfactory to such holder and (ii) in customary form. Nothing in this Section 8.2(a) shall be deemed to require the Company to proceed with any registration of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw its securities after giving the same after the filing but prior to the effective date thereofnotice herein provided.

Piggyback Registration. If, If the Company at any time during within two (2) years after complete exercise of this Warrant, but no more than six (6) years from the seven years following the effective date of the Public Offeringthis Warrant, the Company proposes to prepare and file one register under the 1933 Act (except by a Form S-4 or more post-effective amendments to the registration statement filed in connection with the Public Offering Form S-8 Registration Statement or any new registration statement successor forms thereto) or post-effective amendments thereto covering qualify for a public distribution under Section 3(b) of the 1933 Act, any of its equity securities or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement")equity features, it will give written notice to all Holders of this Warrant, of any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and of any Warrant Shares, of its intention to do so by registered mail ("Notice")and, at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon on the written request of any such a holder (a "Requesting Holder"), made Holder given within twenty (20) business days after receipt of any such notice (which request shall specify the Notice, that Warrant Shares intended to be sold or disposed of by such Holder and describe the Company include nature of any of the Requesting Holder's Registrable Securities in the proposed Registration Statementsale or other disposition thereof), the Company shall, as to each such Requesting Holder, will use its best efforts to effect cause all such Warrant Shares, the Holders of which shall have requested the registration under or qualification thereof, to be included in such registration statement proposed to be filed by the Act Company; provided, however, that if a greater number of Warrant Shares is offered for participation in the proposed offering than in the reasonable opinion of the Registrable Securities which it has been so requested managing underwriter of the proposed offering can be accommodated without adversely affecting the proposed offering, then the number of Warrant Shares proposed to register ("Piggyback Registration")be offered by such Holders for registration, at as well as the Company's sole cost and expense and at no cost number of securities of any other selling shareholders participating in the registration, shall not be included or expense shall be proportionately reduced to a number deemed satisfactory by the Requesting Holders (except as provided managing underwriter. With respect to each inclusion of securities in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice a registration statement pursuant to this Section 7.3 (irrespective 9(a), the selling Holders shall pay the fees and disbursements of whether special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the selling Holders' shares, and the Company shall pay all other costs and expenses of the registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any written request for inclusion jurisdictions in which the securities to be offered are to be registered or qualified. The Company need not maintain the effectiveness of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statementregistration, qualification, notification or to withdraw approval, whether or not at the same after request of the filing but prior to Holders, more than nine (9) months following the effective date thereof.

Piggyback Registration. IfIf the Company proposes for any reason ---------------------- to register Primary Shares under the Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto) by filing a registration statement with the Securities and Exchange Commission (the "Commission") and such registration, at together with any time during prior registration(s) of Primary Shares (as hereinafter defined) (other than on Form S-4 or Form S-8 promulgated under the seven years following Securities Act or any successor forms thereto), would cause the effective date Company to have registered in excess of $3,000,000 of Primary Shares (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), then the Warrantholders shall be entitled to piggyback registration rights, as set forth herein, with respect to such registration and all subsequent registrations of Primary Shares or Other Shares (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto). If the Company proposes for any reason to register Primary Shares or Other Shares, and such registration is a registration as to which the Warrantholders have piggyback registration rights pursuant to the previous sentence, the Company shall promptly give written notice to the Warrantholders of its intention to so register such Primary Shares or Other Shares and, upon the written request, delivered to the Company within 15 days after delivery of any such notice by the Company, of the Public OfferingWarrantholders to include in such registration Warrant Securities (which request shall specify the number of Warrant Securities proposed to be included in such registration), the Company shall use its commercially reasonable best efforts to cause all such Warrant Securities of the Warrantholders delivering such notice to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter, if any, for the offering in good faith advises the Company that the inclusion of all Warrant Securities requested to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by the Company, then the number of Primary Shares, Warrant Securities and Other Shares proposed to be included in such registration shall be included in the following order: (i) if the Company proposes to prepare register Primary Shares: (A) first, the Primary Shares; and (B) second, the Warrant Securities and file one or more post-effective amendments Other Shares requested to be included in such registration (or, if necessary, such Warrant Securities and Other Shares pro rata among the registration statement filed in connection with holders thereof based upon the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities number of the Company, or any Warrant Securities and Other Shares requested by each such securities of holder); or (ii) if the Company proposes to register Other Shares pursuant to a request for registration by the holders of such Other Shares: (A) first, the Other Shares held by its shareholders the parties demanding such registration; (in any such caseB) second, the Warrant Securities and Other Shares (other than in connection with a merger, acquisition or shares registered pursuant to Form S-8 or successor formSection 11(b)(ii)(A) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30hereof) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register be registered by the holders thereof ("Piggyback Registration"or, if necessary, pro rata among the holders thereof based on the number of Warrant Securities and Other Shares requested to be registered by such holders), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.; and

Piggyback Registration. IfFrom and after the 90th day following the Closing Date, if the Corporation at any time during proposes for any reason to register Primary Shares or Other Shares under the seven years following Securities Act (other than on Form S-4 or Form S-8 promulgated under the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering Securities Act or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"forms thereto), it will shall give written notice to the Investors of its intention to do so register such Primary Shares or Other Shares at least 30 days before the initial filing of such Registration Statement and, upon the written request, delivered to the Corporation within 20 days after delivery of any such notice by registered mail the Corporation, of the Investors to include in such registration Registrable Shares ("Notice"which request shall specify the number of Registrable Shares proposed to be included in such registration and shall state that the Investors desire to sell such Registrable Shares in the public securities markets), at least thirty the Corporation shall use commercially reasonable efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares requested to be included in such registration would interfere with the successful marketing (30including pricing) business days prior of the Primary Shares or Other Shares proposed to be registered by the Corporation, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: first, pro rata among (x) the Corporation and the holders of Other Shares, as the case may be, and (y) Investors requesting their Registrable Shares be included in such registration (or, if necessary, such Registrable Shares pro rata among the holders thereof based upon the number of Registrable Shares requested to be registered by each such holder); and second, the Other Shares which are entitled to registration rights and are held by holders who are not initiating such registration under this Section 3. The number of requests permitted by the Investors pursuant to this Section 3 shall be unlimited. Registrations on Form S-3. ------------------------- Anything contained in Section 2 to the filing contrary notwithstanding, from and after the 90th day following the Closing Date, at such time as the Corporation shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto, each Investor holding Registrable Shares then outstanding shall have the right to request in writing that the Corporation effect the registration of Registrable Shares on Form S-3 or such Registration Statementsuccessor form, which request or requests shall (i) specify the number of Registrable Shares intended to all be sold or disposed of and the holders thereof and (ii) state the intended method of the Registrable Securities. Upon the written request disposition of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, Shares. The Corporation shall use its best commercially reasonable efforts to promptly effect the registration under the Securities Act of the Registrable Securities which it has been Shares so requested to register be registered. A requested registration on Form S-3 or any such successor form in compliance with this Section 4 shall not count as a registration statement initiated pursuant to Section 2(a) for purposes of Section 2 ("Piggyback Registration")b)(i)(A) and, at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as otherwise expressly provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.34, shall otherwise be subject to Section 2. The number of requests permitted by the Company shall have the right at any time after it shall have given written notice Investors pursuant to this Section 7.3 (irrespective of whether 4 shall be unlimited; provided, however, that the Investors shall not be permitted to effect more than one registration pursuant to this Section 4 during any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof180-day period.

Piggyback Registration. If, at (a) If the Corporation proposes for any time during reason to Register Primary Shares under the seven years following Securities Act and/or the effective date of Canadian Securities Laws (including the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"Initial Registration), it will shall give written notice to the Stockholders of its intention to do so by registered mail ("Notice"), register such Primary Shares at least thirty (30) business days prior before the initial filing of the registration statement and, upon the written request, delivered to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made Corporation within twenty (20) business days after receipt delivery of any such notice by the Corporation, of the Notice, Stockholders to include in such Registration of Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such Registration and shall state that the Company include any of the Requesting Holder's such Stockholders desire to sell such Registrable Securities Shares in the proposed Registration Statementpublic securities markets), the Company shall, as to each such Requesting Holder, Corporation shall use its best efforts to effect cause all such Registrable Shares to be included in such Registration on the registration under same terms and conditions as the Act securities otherwise being sold in such Registration; provided, however, that if the managing underwriter, if any, advises the Corporation that the inclusion of all Registrable Shares requested to be included in such Registration would be materially detrimental to the successful marketing (including pricing) of the Primary Shares proposed to be included in such Registration, then the number of Primary Shares and Registrable Securities which it has been so Shares proposed to be included in such Registration shall be included in the following order: (i) first, the Primary Shares; and (ii) second, the Preferred Registrable Shares and the Prior Common Registrable Shares requested to register be included in such Registration pro rata among the holders thereof based on the number of Registrable Shares requested to be included in such Registration by each such holder. ("Piggyback Registration"), at b) For the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions purposes of this Section 7.3, the Company shall have the right at any time after it shall have given written notice cutbacks pursuant to this Section 7.3 (irrespective 3, in no event shall the aggregate amount of whether any written request for inclusion the Registrable Shares held by the Series C Investors and Series A Investors included in the registration be reduced below 20% of the aggregate amount of securities included in such registration, except with respect to registration of securities in connection with the Corporation’s Initial Registration wherein the aggregate amount of Registrable Securities Shares held by the Series C Investors and Series A Investors included in the registration may be reduced to zero. In the event the Registrable Shares held by the Series C Investors and the Series A Investors is so limited to 20% as set forth in this Section 3(b), then no other Stockholder shall have already been made) be allowed to elect not to file sell any Registrable Shares in such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofregistration.

Piggyback Registration. If, (a) If at any time during any time prior to the seven years following the effective date fifth (5th) year anniversary of the Public Offeringdate hereof, the Company proposes to prepare and file one or more post-effective amendments to with the Securities and Exchange Commission a registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such casestockholders, other than in connection with a merger, acquisition or pursuant to a registration statement on Form S-4 or Form S-8 or any successor form) form (for purposes of this Article 7Section 1, collectively, the a "Registration Statement"), it the Company will give written notice of its intention to do so by registered or certified mail ("Notice"), at least thirty (30) business 15 days prior to the filing of each such Registration Statement, to all holders of the Registrable SecuritiesHolder. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business 10 days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities Shares in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best reasonable efforts to effect the registration under the Securities Act of 1933, as amended (the "Act"), of the Registrable Securities Shares which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to Holder (other than any underwriting or other commissions, discounts or fees of any counsel or advisor to the Requesting Holders (except Holder which shall be payable by the Holder, as further provided in Section 7.5(b2(b) hereof); provided, however, that if, the Piggyback Registration is in connection with an underwritten public offering and in the written opinion of the Company's underwriter or managing underwriter of the underwriting group, if any, for such offering, the inclusion of all or a portion of the Registrable Shares requested to be registered, when added to the securities being registered by the Company or the selling stockholder(s), if any, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise having a material adverse effect on the entire offering, then the Company may, subject to the allocation priority set forth in the next paragraph, exclude from such offering all or a portion of the Registrable Shares which it has been requested to register. Without limiting the generality of the foregoing, such underwriter or managing underwriter may condition its consent to the inclusion of all or a portion of the Registrable Shares requested to be registered upon the participation by Holder in the underwritten public offering on the terms and conditions thereof. (b) If securities are proposed to be offered for sale pursuant to such Registration Statement by other security holders of the Company and the total number of the Registrable Shares to be offered by Holder and such other selling security holders is required to be reduced pursuant to a request from the underwriter or managing underwriter (which request shall be made only for the reasons and in the manner set forth above), the aggregate number of Registrable Shares to be offered by Holder pursuant to such Registration Statement shall equal the number which bears the same ratio to the maximum number of securities that the underwriter or managing underwriter believes may be included for all the selling security holders (including Holder) as the original number of securities proposed to be sold by Holder bears to the total original number of securities proposed to be offered by Holder and the other selling securityholders. (c) Notwithstanding the preceding provisions of this Section 7.3Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof. (d) For purposes of this Agreement, the term "Registrable Shares" shall mean each of the shares of Common Stock of the Company acquired and beneficially owned by Holder upon the exercise of the Warrants granted in connection with the Offering and any securities issued or issuable with respect to such shares of Common Stock by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. Once issued, any such securities shall cease to be Registrable Shares registerable hereunder upon the earlier of (a) the sale of such securities pursuant to an effective registration statement under the Act, (b) the distribution thereof to the public pursuant to Rule 144 (or any successor provision) under the Act, (c) a transfer pursuant to which new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of them shall not require registration or qualification of them under the Act or any similar state law then in force, (d) they shall have ceased to be outstanding, or (e) any and all legends restricting transfer thereof have been removed in accordance with the provisions of Rule 144(k) (or any successor provision) under the Act.

Piggyback Registration. (a) If, at any time during after the seven years following the effective date of the Public Offeringhereof, the Company proposes to prepare and file one register any of its Common Stock under the Securities Act, whether as a result of a primary or more post-effective amendments secondary offering of Common Stock or pursuant to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities rights granted to holders of the Company, or any such other securities of the Company held by its shareholders (but excluding in all cases any such case, other than in connection with a merger, acquisition or registration pursuant to Form Section 2 hereof or any registrations to be effected on Forms S-4 or S-8 or other applicable successor form) (for purposes of this Article 7, collectivelyForms), the "Registration Statement")Company shall, it will each such time, give to the Investors written notice of its intention intent to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securitiesso. Upon the written request of such a holder (a "Requesting Holder"), made any Investor given within twenty (20) business 30 days after receipt the giving of any such notice by the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration StatementCompany, the Company shall, as to each such Requesting Holder, shall use its best efforts to effect cause to be included in such registration the Registrable Shares of such selling Investor, to the extent requested to be registered; provided that (i) the number of Registrable Shares proposed to be sold by such selling Investor is equal to at least twenty-five percent (25%) of the total number of Registrable Shares then held by such selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the registration under is to include shares of Common Stock to be sold for the Act account of the Registrable Securities which it has been so requested Company or any party exercising demand registration rights pursuant to register ("Piggyback Registration"), at any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such selling Investor's sole cost Registrable Shares (without any reduction in the number of shares to be sold for the account of the Company or such party exercising demand registration rights) is likely to affect materially and expense and at no cost adversely the success of the offering or expense to the Requesting Holders (except price that would be received for any shares of Common Stock offered, in which case the rights of such selling Investor shall be as provided in Section 7.5(b3(b) hereof). Notwithstanding . (b) If a registration pursuant to Section 3 hereof involves an underwritten offering and the provisions managing underwriter shall advise the Company in writing that, in its opinion, the number of this shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered in such offering, then, notwithstanding anything in Section 7.33 to the contrary, the Company shall have the right at any time after it shall have given written notice pursuant only be required to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any include in such proposed Registration Statementregistration, or to withdraw the same after the filing but prior to the effective date thereofextent of the number of shares of Common Stock which the Company is so advised can be sold in such offering, (i) first, the number of shares of Common Stock proposed to be included in such registration for the account of the Company and/or any stockholders of the Company (other than the Investors) that have exercised demand registration rights, in accordance with the priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other than the Investors), and (ii) second, the shares of Common Stock requested to be included in such registration by all other stockholders of the Company (including, without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be included in such registration. (c) In connection with any offering involving an underwriting of shares, the Company shall not be required under Section 3 hereof or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Company.

Piggyback Registration. If, (a) If the Corporation at any time during proposes for any reason to register Primary Shares or Other Shares under the seven years Securities Act (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor forms thereto), it shall promptly give written notice to the Investors of its intention so to register the Primary Shares or Other Shares and, upon the written request, given within 30 days (20 days in the event the Corporation proposes to register Primary Shares or Other Shares on a shelf registration statement) after delivery of any such notice by the Corporation, of the Investors to include in such registration Registrable Shares (which request shall specify the number of Registrable Shares proposed to be included in such registration), the Corporation shall use its best efforts to cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; PROVIDED, HOWEVER, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares or Other Shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of Primary Shares proposed to be registered by the Corporation, then the number of Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: (i) FIRST, the Primary Shares; and (ii) SECOND, the Registrable Shares, 1994 Shares and Other Shares requested to be included in such registration PRO RATA, based upon the number of Restricted Shares (based upon Common Stock equivalents) owned at the time by each Investor and the number of Other Shares owned at the time by each holder of Other Shares. (b) If at any time after giving written notice pursuant to this Section 3 of its intention to register any securities and prior to the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectivelyregistration, the "Registration Statement")Corporation shall determine for any reason either not to register or to delay registration of such securities, it will the Corporation may, at its election, give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior such determination to the filing Investors and, thereupon, (i) in the case of each such Registration Statementa determination not to register, shall be relieved of its obligation to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include register any of the Requesting Holder's Registrable Securities in connection with such registration and (ii) in the proposed Registration Statementcase of a determination to delay registering, shall be permitted to delay registering any Registerable Securities, for the same period as the delay in registering such other securities. (c) If a registration under this Section 3 involves an underwritten offering, the Company shallunderwriter or underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Corporation, as and any Investor desiring to each have Registrable Shares included in such Requesting Holder, use its best efforts registration shall be required to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost sign an underwriting agreement in customary form with such underwriter or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofunderwriters.

Piggyback Registration. If, at any time during the seven years following commencing after ---------------------- the effective date of the Public OfferingRegistration Statement and expiring five (5) years thereafter, the Company proposes to prepare and file one or more post-effective amendments to register any of its securities under the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders Act (in any such case, other than in connection with a merger, acquisition merger or pursuant to Form S-8 S-4 or successor formForm S-8) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice")mail, at least thirty twenty (3020) business days prior to the filing of each such Registration Statementregistration statement, to all holders the Holders of the Registrable SecuritiesRepresentatives' Warrants and/or the Warrant Shares of its intention to do so. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include If any of the Requesting Holder's Registrable Securities Holders of the Representatives' Warrants and/or Warrant Shares notify the Company within ten (10) days after mailing of any such notice of its or their desire to include any such securities in the such proposed Registration Statementregistration statement, the Company shall, as to each shall afford such Requesting Holder, use its best efforts to effect the registration under the Act Holders of the Registrable Securities which it has been so Representatives' Warrants and/or Warrant Shares the opportunity to have any such Representatives' Warrants and/or Warrant Shares registered under such registration statement. In the event that the managing underwriter for said offering advises the Company in writing that in its opinion the number of securities requested to register be included in such registration exceeds the number which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration ("Piggyback Registration")a) first, at the Company's sole cost and expense and at no cost or expense ----- securities the Company proposes to sell, (b) second, the Requesting Holders securities held by the ------ entities, if any, that made the demand for registration, (except as provided c) third, the ----- Representatives' Warrants and/or Warrant Shares requested to be included in Section 7.5(b) hereof)such registration which in the opinion of such underwriter can be sold, pro rata among all proposed selling shareholders. --- ---- Notwithstanding the provisions of this Section 7.39.2, the Company shall ------- have the right at any time after it shall have given written notice pursuant to this Section 7.3 9.2 (irrespective of whether any a written request for inclusion of Registrable Securities any ------- such securities shall have already been made) to elect not to file any such proposed Registration Statement, registration statement or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If the Corporation at any time during proposes for any reason to register Primary Shares or Other Shares under the seven years following Securities Act (other than on Form S-4 or Form S-8 promulgated under the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering Securities Act or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"forms thereto), it will shall give written notice to the Investor of its intention so to do so register such Primary Shares or Other Shares at least 30 days before the initial filing of such registration statement and, upon the written request, delivered to the Corporation within 20 days after delivery of any such notice by registered mail the Corporation, of the Investor to include in such registration Registrable Shares ("Notice"which request shall specify the number of Registrable Shares proposed to be included in such registration and shall state that such Investor desires to sell such Registrable Shares in the public securities markets), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, Corporation shall use its best efforts to effect cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter advises the Corporation that the inclusion of all Registrable Shares requested to be included in such registration under would interfere with the Act successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by the Corporation, then the number of Primary Shares, Registrable Securities which it has been so Shares and Other Shares proposed to be included in such registration shall be included in the following order: (a) if the Corporation proposes to register Primary Shares, or Primary Shares and Other Shares: (i) First, the Primary Shares; and (ii) Second, the Registrable Shares and Other Shares requested to be included in such registration (or, if necessary, such Registrable Shares and Other Shares pro rata among the holders thereof based upon the number of shares of Registrable Shares and Other Shares requested to be registered by each such holder); or (b) if the Corporation proposes to register Other Shares pursuant to a request for registration by the holders of such Other Shares ("Piggyback Registration")other than pursuant to Section 3 hereof): (i) First, at the Company's sole cost Other Shares held by the parties demanding such registration; and (ii) Second, the Registrable Shares and expense and at no cost or expense Other Shares (other than shares registered pursuant to the Requesting Holders (except as provided in Section 7.5(b3(b)(1) hereof). Notwithstanding ) requested to be registered by the provisions of this Section 7.3holders hereof (or, if necessary, pro rata among the Company shall have holders thereof based on the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion number of Registrable Securities shall have already been made) Shares and Other Shares requested to elect not to file any be registered by such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofholders).

Piggyback Registration. If(a) The piggyback registration rights of DCEO set forth in Section 2 of this Registration Agreement may be exercised by DCEO anytime between January 29, 1998 and January 29, 2002. (b) Subject to Section 2(a), if HTI shall take action to register any of its common stock for sale to the public for cash, it shall promptly give DCEO written notice of its intention so to do (such notice shall in no event be given later than five (5) business days after HTI and its underwriter have signed a letter of intent with respect to such offering) and shall use its best efforts to promptly file (but in no event more than forty-five (45) days after such request) a registration statement and to cause such registration statement to become effective as soon as practicable including such number of the Shares held by DCEO as may be specified by written notice from DCEO delivered to HTI within fifteen (15) days after receiving the written notice by HTI of its intention to register; provided, however, that HTI shall not be required to honor any such request of DCEO unless such request involves registration of at any time during least 100,000 Shares; provided, however, that if, in the seven years following written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Shares requested to be registered will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then (x) the Company may exclude from such offering all or a portion of the Shares which it has been requested to register or (y) if the underwriter so requests, such Shares shall not be sold until the expiration of 90 days from the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments offering that gave rise to the piggyback registration statement filed in connection with rights that are the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes subject of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail Section 2. ("Notice"), at least thirty (30c) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.32, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 2 (irrespective of whether any written request for inclusion of Registrable Securities Shares shall have already been made) to elect not to file any such proposed Registration Statementregistration statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. IfIf (but without any obligation of the Company to do so), at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or registration relating solely to a transaction pursuant to Rule 145 or a registration relating to employee benefit plans on Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been mademade by a Requesting Holder or received by the Company) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, If the Company at any time during proposes to register Common Stock under the seven years following Securities Act either for its own account or for the effective date account of other stockholders, other than (A) a registration relating solely to employee benefit plans, (B) a registration relating solely to a Commission Rule 145 transaction, (C) a registration on any registration form which does not permit secondary sales or does not include substantially the Public Offeringsame information as would be required to be included in a registration statement covering the sale of Shares, or (D) a "shelf" registration statement pursuant to Rule 415 under the Securities Act that is filed in accordance with agreements entered into by the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed with other holders of its equity securities in connection with the Public Offering Company's acquisition (by any manner) of any business or any new registration statement corporation, partnership, association or post-effective amendments thereto covering equity other business organization or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement")division thereof, it will shall promptly give written notice to the Stockholder and Tauscher of its intention to do so by registered mail ("Notice")and, at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon upon the written request of such a holder (a "Requesting Holder")the ▇▇▇▇▇▇▇lder and/or Tauscher, made given within twenty (20) business 15 days after receipt delivery of any such notice by ▇▇▇ ▇▇▇▇any to include in such registration Shares or Tauscher Shares (which requests shall specify the Noticenumber of Shares an▇ ▇▇▇▇▇▇er Shares, that the Company include any of the Requesting Holder's Registrable Securities respectively, proposed to be included in the proposed Registration Statementsuch regi▇▇▇▇▇▇▇▇), the Company shall, as to each such Requesting Holder, shall use its best efforts to effect cause all such Shares and/or Tauscher Shares to be included in such registration on the registration under same ter▇▇ ▇▇▇ conditions as the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration")securities otherwise being sold in such registration; provided, at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3however, the Company shall have may exclude from registration some or all of the right at any time after it shall have given written notice pursuant Shares and Tauscher Shares to this Section 7.3 (irrespective of whether any written request for the extent the managing underwriter advises the ▇▇▇▇▇▇▇ that the inclusion of Registrable Securities all of the shares proposed to be included in such registration would interfere with the successful marketing (including pricing) of the Common Stock proposed to be registered by the Company. The Company shall have already been made) so advise Stockholder and Tauscher of such exclusion of shares and the number of Shares and Tau▇▇▇▇▇ ▇hares proposed to elect not to file any be included in such proposed Registration Statement, or to withdraw registration shal▇ ▇▇ ▇▇▇ocated in the same after following manner: the filing but prior Common Stock held by officers and directors shall be excluded from such registration and underwriting to the effective date thereofextent required by such limitation, and, if a limitation on the number of Shares and Tauscher Shares is still required, the number of shares that may ▇▇ ▇▇cluded in the registration and underwriting by the Stockholder, Tauscher and other stockholders shall be reduced on a pro rata ba▇▇▇, (▇ther than securities held by other stockholders who by contractual right demanded such registration).

Piggyback Registration. If, at any time during while the seven years following the effective date Purchaser ----------------------- shall hold five hundred thousand (500,000) shares of the Public OfferingCommon Stock, the Company proposes to prepare and file one or more post-effective amendments a registration statement relating to the offering of any of its capital stock under the Securities Act (other than (i) a registration statement required to be filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities respect of the Company, or any such securities employee benefit plans of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to on Form S-8 or any similar form from time to time in effect or (ii) any registration statement on Form S-4 or similar successor form) (for purposes , relating to a corporate reorganization or other transaction pursuant to Rule 145 of this Article 7, collectively, the "Registration Statement"Securities Act), it will give written notice of whether or not for sale for its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statementown account, the Company shall, at least twenty- one days (or if such twenty-one day period is not practicable, then a reasonable shorter period which shall not be less than seven days) prior to such filing, give written notice of such proposed filing to the Purchaser. Upon receipt by the Company not more than seven days (unless the notice given to the Purchaser pursuant to the previous sentence is less than ten days, in which case such seven-day period shall be shortened to five days) after such notice of a written request from the Purchaser for registration of Purchaser's Stock (as hereinafter defined), (i) the Company shall, subject to each Section 6.3, include such Requesting HolderPurchaser's Stock in such registration statement, and shall use its best all reasonable efforts to effect cause such registration statement to become effective with respect to such Purchaser's Stock, unless the managing underwriter therefor concludes in its reasonable judgment that the number of securities requested to be included in such registration exceeds the number which can reasonably be sold in (or during the time of) such offering, in which case the Company may (i) include all securities initially proposed by the Company to be sold for its own account and (ii) decrease the number of shares of Purchaser's Stock and any other securities (other than securities included by virtue of clause (i) above) proposed to be sold to the extent necessary to reduce the number of securities to be included in the registration under to the Act level recommended by the managing underwriter; provided, however, that there shall be no such decrease in the number of shares -------- ------- of Purchaser's Stock unless the Registrable Securities which it number of shares of Purchaser's Stock and such other securities (other than the securities included by virtue of clause (i) above) proposed to be sold has been so decreased on a pro rata basis, calculated according to the number of shares of Purchaser's Stock and other securities requested to register (be included by the respective holders of each. "Piggyback Registration"), at Purchaser's Stock" ----------------- means any shares of Common Stock held by the Company's sole cost and expense and at no cost Purchaser or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofits affiliates.

Piggyback Registration. If, (a) If at any time during the seven years following Company shall initiate a registration under the effective date Securities Act of any of its Common Stock for its own account or for the account of any stockholder of the Public Offering, the Company proposes that holds registration rights other than securities to prepare and file one or more post-effective amendments to the registration statement filed be issued (i) in connection with the Company’s Initial Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the CompanyOffering, or any such securities of the Company held by its shareholders (in any such case, other than ii) in connection with any acquisition of any entity or business for which shares are being registered on a merger, acquisition Form S-4 or its then equivalent or (iii) pursuant to employee benefit plans (including registrations on Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"Form S-4 or their then equivalents), it will give written notice of its intention shall send to do so by registered mail ("Notice"), the Purchaser at least thirty (30) business days days’ prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request notice of such a holder determination and, if within fifteen (a "Requesting Holder"), made within twenty (2015) business days after receipt the giving of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statementsuch notice, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been Purchaser shall so requested to register ("Piggyback Registration"), at request in a writing received by the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have include in such registration statement any or all of the right at Shares that the Purchaser requests to be registered therein; except that, if in connection with any time after it underwritten public offering of Common Stock, the managing underwriter shall have given written notice recommend that the number of Shares to be included in such registration statement be limited because, in the underwriter’s reasonable judgment, such limitation is necessary to permit the public distribution of the shares of Common Stock being sold by the Company without materially adversely affecting the price, timing or distribution of such Common Stock, then the number of Shares to be included in such registration statement shall be limited to the extent so recommended (which may be the complete exclusion of such Shares); provided, however, that such limitation shall be proportionate (based on the number of shares to be included) to the limitation applied to any other holders of Common Stock with registration rights who request the inclusion of shares in the registration statement. The rights granted by the Company under this Section 8.2 shall terminate on the fifth anniversary of the date of the Initial Public Offering. (b) The Company will use commercially reasonable efforts to maintain the effectiveness of any registration statement under which any of the Shares are being offered pursuant to this Section 7.3 8.2 until the earlier to occur of (irrespective i) the completion of whether any written request for inclusion of Registrable Securities shall have already been madethe distribution pursuant to such registration statement and (ii) to elect not to file any such proposed Registration Statement, or to withdraw the same one hundred eighty (180) days after the filing but prior effectiveness of such registration statement; provided, however, that such 180-day period will be deemed to be suspended for so long as the Purchaser is prohibited from using such registration statement pursuant to the effective date thereofthird sentence of this Section 8.2(b). The Company will promptly notify the Purchaser and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The Purchaser agrees upon receipt of such notice forthwith to cease making offers and sales of Shares pursuant to such registration statement or deliveries of the prospectus contained therein for any purpose until the Company has prepared and furnished such amendment or supplement to the prospectus as may be necessary so that, as thereafter delivered to a purchaser of Shares, such prospectus shall not include 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 in the light of the circumstances then existing. The Company shall prepare and furnish such amendment or supplement to the prospectus to the Purchaser within 10 days after it has given notice to the Purchaser. The Purchaser further agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 8.2(b), the Purchaser will, if requested by the Company, deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Purchaser’s possession of the prospectus current at the time of receipt of such notice from the Company.

Piggyback Registration. If, at any time during within seven (7) years after the seven years following the effective date of the Public OfferingEffective Date, the Company proposes to prepare and should file one or more post-effective amendments to the a registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of Commission under the Company, or any such securities of the Company held by its shareholders 1933 Act (in any such case, other than in connection with a merger, acquisition merger or pursuant to Form S-8 or successor formS-8) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice")mail, at least thirty forty-five (3045) business calendar days prior to the filing of each such Registration Statementregistration statement, to all holders each of the Registrable SecuritiesUnderwriters (if then a Holder) and to all other Holders of the Warrants and/or the Warrant Shares of its intention to do so. Upon If the written request Underwriters or other Holders of such a holder the Warrants and/or the Warrant Shares notify the Company within thirty (a "Requesting Holder"), made within twenty (2030) business calendar days after receipt of any such notice of its or their desire to include any Warrant Shares in such proposed registration statement, the NoticeCompany shall afford such Underwriters and Holders of the Warrants and/or Warrant Shares the opportunity to have any such Warrant Shares registered under such registration statement; provided, however, that the Company include Holders shall not be entitled to piggyback registration rights in respect of any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense statement filed pursuant to the Requesting Holders (except demand registration rights granted to Signet Bank pursuant to that certain Warrants Agreement dated as provided in Section 7.5(b) hereof)of July 1, 1997. Notwithstanding the provisions of this Section 7.37(c), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 7(c) (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect not to file any such proposed Registration Statementregistration statement, or to withdraw the same after the filing but prior to the effective date thereof. If the underwriter of an offering to which the above piggyback registration rights apply objects to such rights, such objection shall preclude such inclusion. However, in the event (i) the Holders of Warrant Shares or Warrants do not constitute at least forty percent (40%) of the Warrant Shares to be sold by Holders requesting to sell shares in such offering, or (ii) such offering is pursuant to a registration pursuant to a demand for registration made by Signet Bank, the Company will, within one hundred eighty (180) days of completion of such subsequent underwriting, file at its sole expense, a registration statement relating to such excluded Warrant Shares, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b), unless such Holders had refused an opportunity provided with the consent of the underwriter, to be included in the registration statement on the condition that they agree not to offer the securities for sale (without the prior written consent of the underwriter) for a period not exceeding (60) calendar days from the effective date of such registration statement. If the underwriter in such underwritten offering shall advise the Company that it declines to include a portion or all of the Warrant Shares requested by the Underwriters and the Holders to be included in the registration statement, then (i) registration of all of the Warrant Shares shall be excluded from such registration statement on the condition that all securities to be registered by other selling security holders, if any, are also excluded and (ii) registration of a portion of such Warrant Shares allocated among the Underwriters and the Holders and any other selling securityholders in proportion to the respective numbers of securities to be registered by the Underwriters and each such Holder and other selling securityholder (provided that, for purposes of such allocation, Warrants shall be treated as representing the number of Warrant Shares then represented thereby). In such event the Company shall give the Underwriters and the Holders prompt notice of the number of Warrant Shares excluded.

Piggyback Registration. If(a) Except for a demand registration as set forth in Section 3 and subject to SECTIONS 5 AND 6, if at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare register any offering of shares of its common stock under the Securities Act, and file one if such registration is to be on a form of the Commission that may include, or more post-effective amendments is at any time amended or changed to such a form that may include the shares of the Company's capital stock (other than (i) a registration statement filed on Form S-4 or S-8 or any successor form to such Forms, (ii) in connection with the Public Offering merger, acquisitions, exchange offers or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Companycomparable transactions, or (iii) any such registration of securities as it relates to an offering and sale to management of the Company held by its shareholders (in pursuant to any employee stock plan or other employee benefit plan arrangement), the Company will at any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will time give written notice (a "PIGGYBACK NOTICE") to all Holders of Common Stock of its intention so to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders said registration statement. (b) If the managing underwriter participating in the sale and distribution of the Registrable SecuritiesCompany's securities covered by said registration statement agrees that a certain number of shares of Common Stock (the "PERMISSIBLE SECONDARY SHARES") may be included in the offering covered by the registration statement, the Company's Piggyback Notice shall afford the Holders of Common Stock an opportunity to elect to include in such registration the Permissible Secondary Shares owned by them. Upon the written request Each Holder of such a holder (a "Requesting Holder"), made within Common Stock shall have twenty (20) business days after receipt of the Notice, Company's Piggyback Notice to notify the Company in writing of the number of shares of Common Stock (the "ELECTED SHARES") which such Holder of Common Stock elects to include in the offering and such Elected Shares shall be included in the offering. If the aggregate number of Elected Shares that the Company Holders thereof desire to include any in such filing exceeds the number of the Requesting Holder's Registrable Securities Permissible Secondary Shares, then each Holder of Common Stock electing to participate in such Piggyback Registration shall be subject to a reduction in the proposed Registration Statement, number of shares included in such registration on a pro-rata basis. Such managing underwriter may increase or decrease the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act number of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right Permissible Secondary Shares at any time after it until all shares included in such registration shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any sold by such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereofunderwriters.

Piggyback Registration. If, at any time during the within seven (7) years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for form and other than the registration statement the Company must file to register the resale of the shares underlying the Company’s 8% convertible promissory notes and related warrants, issued in April 2005)(for purposes of this Article 7, collectively, the "“Registration Statement"”), it will give written notice of its intention to do so by registered mail certified mail, return receipt requested ("“Notice"”), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders Holders of the Registrable Securities. Upon the written request of such a holder Holder (a "“Requesting Holder"”), made within twenty (20) business days after receipt by the Holder of the Notice, that the Company include any of the Requesting Holder's ’s Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("“Piggyback Registration"”), at the Company's ’s sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof, without incurring any liability to any holder of Registerable Securities.

Piggyback Registration. IfIf Purchaser files a registration statement (other than on Form S-4, at ▇▇▇▇ ▇-▇ ▇▇ other form not permitting "piggyback" of shares, and any time during successor forms) with the seven years following the effective date SEC while any Registerable Securities are held by Holders under this Agreement, Purchaser will give all of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities then Holders of the Company, or any such securities of the Company held by its shareholders Registerable Securities (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form"Eligible Holders") (for purposes of this Article 7, collectively, the "Registration Statement"), it will give at least 20 days' prior written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each the registration statement. If requested in writing by Eligible Holders holding not less than a majority of the Registerable Securities within 15 days after the mailing of such Registration Statementnotice by first-class mail, postage pre-paid, to the record address of such Eligible Holder, Purchaser will, one time only, at Purchaser's sole expense (other than the fees of legal counsel to the Eligible Holders and underwriting discounts applicable to any Registerable Securities sold), register or qualify all holders or, at each Eligible Holder's option, any portion of the Registrable Securities. Upon Registerable Securities requested by an Eligible Holder with the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt registration of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, other Purchaser securities being registered and use its best efforts to effect cause all such Registerable Securities to be listed on each securities exchange or over-the-counter market on which similar securities issued by the registration under Purchaser are then listed and file all required listing applications and pay all required fees in connection with such listing. However, if the Act underwriter of such an offering reasonably determines that inclusion of the Registrable Registerable Securities which it has or any part of them in the proposed offering is detrimental to the offering, and so advises the Eligible Holders, the Registerable Securities will not be registered and the Eligible Holders will be deemed not to have been so given notice under this paragraph. To the extent that the underwriter agrees to include only part of the Registerable Securities, those Registerable Securities must be allocated on a pro rata basis among the Eligible Holders on the basis of the number of shares of Registerable Securities requested to be included in such offering by the Eligible Holders, and the balance of the Registerable Securities not registered because of the underwriters' decision will be eligible for one additional piggyback right. The rights granted to a Holder under this Section 21 to cause Purchaser to register ("Piggyback Registration")shares may be transferred or assigned by such Holder to a transferee or assignee in connection with any transfer or assignment of Registerable Securities, at the Company's sole cost provided that such transfer or assignment may otherwise be effected in accordance with applicable securities laws, and expense and at no cost prompt written notice of such transfer or expense assignment is given to the Requesting Holders (except as provided in Section 7.5(b) hereof)Purchaser. Notwithstanding the provisions For purposes of this Section 7.321, the Company following terms shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.following respective meanings:

Piggyback Registration. If, If the Company at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one ---------------------- effect an Underwritten Offering of any class of its equity securities for its own account or more post-effective amendments to for the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities account of the Company, or any such a holder of securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, registration rights granted by the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder Company (a "Requesting HolderShareholder"), made within twenty ---------------------- whether under a previously effective shelf registration statement or a registration statement filed for the purpose of such Underwritten Offering (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register (a "Piggyback Registration"), then the Company shall in each case give written ----------------------- notice of such proposed offering to the Holders at least ten (10) Business Days before the proposed date of filing of such registration statement (or, in the case of a previously effective shelf registration statement, the filing of any amendment or supplement to such shelf registration statement to permit such Underwritten Offering), and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities then held by the Holders included in such Underwritten Offering. Each Holder desiring to have its Registrable Securities offered under this Section shall so advise the Company in writing within five (5) Business Days after the date of receipt of the Company's sole cost aforesaid notice (which request shall set forth the amount of Registrable Securities proposed to be offered), and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant cause to this Section 7.3 (irrespective of whether any written request for inclusion of be included in such Underwritten Offering all such Registrable Securities shall have already been made) so requested to elect not be included therein, provided that the Holders thereof execute and deliver the underwriting agreement and other customary documents related to file any such proposed Registration Statementoffering including, if requested by the managing underwriter or to withdraw the same after the filing but prior to the effective date thereofunderwriters, selling stockholder questionnaires, powers of attorney and custody agreements.

Piggyback Registration. If, (a) If at any time during the seven years following Company shall initiate a registration under the effective date Securities Act of any of its Common Stock for its own account or for the account of any stockholder of the Public Offering, the Company proposes that holds registration rights other than securities to prepare and file one or more post-effective amendments to the registration statement filed be issued (i) in connection with the Company’s Initial Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the CompanyOffering, or any such securities of the Company held by its shareholders (in any such case, other than ii) in connection with any acquisition of any entity or business for which shares are being registered on a merger, acquisition Form S-4 or its then equivalent or (iii) pursuant to employee benefit plans (including registrations on Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"Form S-4 or their then equivalents), it will give written notice of its intention shall send to do so by registered mail ("Notice"), the Purchaser at least thirty (30) business days days’ prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request notice of such a holder determination and, if within fifteen (a "Requesting Holder"), made within twenty (2015) business days after receipt the giving of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statementsuch notice, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been Purchaser shall so requested to register ("Piggyback Registration"), at request in a writing received by the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have include in such registration statement any or all of the right at Shares that the Purchaser requests to be registered therein; except that, if in connection with any time after it underwritten public offering of Common Stock, the managing underwriter shall have given written notice recommend that the number of Shares to be included in such registration statement be limited because, in the underwriter’s reasonable judgment, such limitation is necessary to permit the public distribution of the shares of Common Stock being sold by the Company without materially adversely affecting the price, timing or distribution of such Common Stock, then the number of Shares to be included in such registration statement shall be limited to the extent so recommended (which may be the complete exclusion of such Shares); provided, however, that such limitation shall be proportionate (based on the number of shares to be included) to the limitation applied to any other holders of Common Stock with registration rights who request the inclusion of shares in the registration statement. The rights granted by the Company under this Section 8.2 shall terminate on [************************************************************]. (b) The Company will use commercially reasonable efforts to maintain the effectiveness of any registration statement under which any of the Shares are being offered pursuant to this Section 7.3 8.2 until the earlier to occur of (irrespective i) the completion of whether any written request for inclusion of Registrable Securities shall have already been madethe distribution pursuant to such registration statement and (ii) to elect not to file any such proposed Registration Statement, or to withdraw the same one hundred eighty (180) days after the filing but prior effectiveness of such registration statement; provided, however, that such 180-day period will be deemed to be suspended for so long as the Purchaser is prohibited from using such registration statement pursuant to the effective date thereofthird sentence of this Section 8.2(b). The Company will promptly notify the Purchaser and each underwriter under such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The Purchaser agrees upon receipt of such notice forthwith to cease making offers and sales of Shares pursuant to such registration statement or deliveries of the prospectus contained therein for any purpose until the Company has prepared and furnished such amendment or supplement to the prospectus as may be necessary so that, as thereafter delivered to a purchaser of Shares, such prospectus shall not include 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 in the light of the circumstances then existing. The Company shall prepare and furnish such amendment or supplement to the prospectus to the Purchaser within 10 days after it has given notice to the Purchaser. The Purchaser further agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in this Section 8.2(b), the Purchaser will, if requested by the Company, deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in the Purchaser’s possession of the prospectus current at the time of receipt of such notice from the Company.

Piggyback Registration. (1) If, at any time during within the seven years following period commencing on the effective date first anniversary and expiring on the fifth anniversary of the Public OfferingEffective Date, the Company proposes to prepare and should file one or more post-effective amendments to the a registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of Commission under the Company, or any such securities of the Company held by its shareholders Act (in any such case, other than in connection with a merger, acquisition merger or other business combination transaction or pursuant to Form S-8 or successor formS-8) (for purposes of this Article 7, collectively, the "Registration Statement"), it will wi 'II give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business calendar days prior to the filing of each such Registration Statement, registration statement to the Underwriters and to all holders other Holders of the Registrable SecuritiesUnderwriters' Warrants and/or the Underwriters' Securities of its intention to do so. Upon If either of the written request Underwriters or other Holders of such a holder (a "Requesting Holder"), made the Underwriters' Warrants and/or the Underwriters' Securities notify the Company within twenty (20) business calendar days after receipt of the Notice, that the Company any such notice of its or their desire to include any of the Requesting Holder's Registrable Underwriters' Securities in the such proposed Registration Statementregistration statement, the Company shall, as to each shall afford the Underwriters and such Requesting Holder, use its best efforts to effect the registration under the Act Holders of the Registrable Underwriters' Warrants and/or Underwriters' Securities which it has been so requested the opportunity to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof)have any such Underwriters' Securities registered under such registration statement. Notwithstanding the provisions of this Section 7.37(c)(1) and the provisions of Section 7(d), the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 7(c)(1) (irrespective of whether any a written request for inclusion of Registrable Securities any such securities shall have already been made) to elect not to file any such proposed Registration Statementregistration statement, or to withdraw the same after the filing but prior to the effective date thereof. (2) If the underwriter of an offering to which the above piggyback rights apply objects to such rights, such objection shall preclude such inclusion. However, in such event, the Company will, within nine (9) months of completion of such subsequent underwriting, file at the expense of the Company, a registration statement so as to permit a public offering and sale, for a period of nine (9) months, of such excluded Underwriters' Securities, which shall be in addition to any registration statement required to be filed pursuant to Section 7(b).

Piggyback Registration. If, (a) If at any time during the seven years following the effective date of the Public Offeringor from time to time, the Company proposes shall determine to prepare and file one or more post-effective amendments register any of its securities for its own account in a registration statement covering the sale of Common Stock to the general public pursuant to an underwritten public offering (except with respect to any registration statement filed in connection with the Public Offering or on Form S-8, ▇▇▇▇ ▇-▇ ▇▇ any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of successor forms thereto) the Company held by its shareholders shall: (in any such case, other than in connection with a merger, acquisition or pursuant i) give to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give each Shareholder written notice of its intention to do so by registered mail ("Notice"), thereof at least thirty (30) days before the initial filing of such registration (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); PROVIDED, HOWEVER, in the case of a registration statement on Form S-3, the Company shall give each Shareholder written notice of the proposed filing thereof promptly after a decision to make such filing has been made and in no event less than ten (10) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder filing; and (a "Requesting Holder"), made within twenty (20ii) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the include in such registration (and any related qualification under the Act of blue sky laws) and in any underwriting involved therein, all the Registrable Securities which it has been so requested to register Shares specified in a written request or requests, made within ten ("Piggyback Registration"), at 10) days after receipt of such written notice from the Company's sole cost and expense and at no cost , by any Holder or expense to the Requesting Holders (Holders, except as provided set forth in Section 7.5(b2(b) hereof). Notwithstanding the provisions below. (b) The right of this Section 7.3, the Company shall have the right at any time after it shall have given written notice Holder to registration pursuant to this Section 7.3 2 shall be conditioned upon such Holder's participation in the underwriting to the extent provided herein. Any Holder proposing to distribute his or its securities through such underwriting shall (irrespective together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of whether any written request for inclusion this Section 2, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Registrable Shares to be included in the registration and underwriting. The Company shall so advise all Holders, and the number of shares that may be included in the registration and underwriting shall be allocated (i) first, among the securities the Company proposes to sell; (ii) second, among the Preferred Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.(as defined in that certain

Piggyback Registration. If, (a) If at any time ▇▇▇▇▇ delays a requested registration pursuant to Section 3(b) and proposes to file, during the seven years following period that such registration is delayed, a Registration Statement registering the effective date sale of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities shares of the Company, or Common Stock owned by any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement")▇▇▇▇▇ shareholder, it will will, prior to such filing, give written notice to all Stockholders holding Registrable Shares of its intention to do so by registered mail ("Notice")so, at least thirty (30) business days prior to the filing of each such Registration Statementand, to all holders of the Registrable Securities. Upon upon the written request of any Stockholder given within fifteen (15) days after ▇▇▇▇▇ provides such a holder notice (a "Requesting Holder"which request shall state the intended method of disposition of such Registrable Shares), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, ▇▇▇▇▇ shall use its best efforts to effect the registration cause all Registrable Shares which Stockholders have requested ▇▇▇▇▇ to register to be registered under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration")Act; provided, at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3however, the Company that ▇▇▇▇▇ shall have the right at to postpone or withdraw any time after it shall have given written notice registration effected pursuant to this Section 7.3 4 without obligation to any Stockholder. (irrespective b) In connection with any offering under this Section 4 involving an underwriting, ▇▇▇▇▇ shall not be required to include any Registrable Shares in such underwriting unless the requesting Stockholders accept the terms of whether any written request for inclusion the underwriting as agreed upon between ▇▇▇▇▇ and the underwriters selected by ▇▇▇▇▇. (c) If, in the opinion of the managing underwriter, the registration of all or part of the Registrable Shares which Stockholders have requested to be included pursuant to this Section 4 would materially and adversely affect such public offering, then ▇▇▇▇▇ shall be required to include in the underwriting only that number of Registrable Securities Shares, if any, which the managing underwriter believes may be sold without causing such adverse effect. If the number of Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the Stockholders have requested to be included, then the Stockholders who have requested registration shall participate in the underwriting pro rata based upon their total ownership of the aggregate number of shares requested to be included in such registration by the Stockholders and by any stockholders who have already been maderequested that their shares be included in such registration (or in any proportion as agreed upon by all stockholders requesting registration). (d) A Stockholder's rights to elect not register any Registrable Shares or receive any notice with respect to file any such proposed Registration StatementRegistrable Shares pursuant to this Section 4 shall terminate in the event that (i) all Registrable Shares are registered pursuant to Article 3 of this Agreement, or (ii) ▇▇▇▇▇ effects a registration pursuant to withdraw Section 4(a) above with respect to such Registrable Shares; provided, however, that ▇▇▇▇▇ shall only be deemed to have effected a registration pursuant to Section 4(a) with respect to such Registrable Shares when a Registration statement covering such Registrable Shares is filed with the same after the filing but prior to the effective date thereofCommission and becomes effective.

Piggyback Registration. If, at any time during the seven ---------------------- years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) ), (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof); provided, however, that if, in the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a portion of the Registrable Securities which it has been requested to register. Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, at any time during the seven two years following the effective date of the Public Offeringthis Agreement, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7Section 6, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty twenty (3020) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (2010) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders other than any applicable underwriting or brokerage discounts and expenses of counsel, if any, for the Requesting Holders or expenses of any other advisor to the Requesting Holders, provided, however, that if, in the written opinion of the Company's managing underwriter, if any, for the offering, the inclusion of all or a portion of the Registrable Securities requested to be registered, when added to the securities being registered by the Company or the selling shareholder(s), will exceed the maximum amount of the Company's securities which can be marketed (except as provided in Section 7.5(bi) hereof)at a price reasonably related to their then current market value, or (ii) without otherwise materially adversely affecting the entire offering, then the Company may exclude from such offering all or a portion of the Registrable Securities which it has been requested to register. Notwithstanding the provisions of this Section 7.36.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 6.2 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

Piggyback Registration. If, (a) If the Company at any time during proposes to file a registration statement under the seven years following Securities Act with respect to any offering of Common Shares for its own account or for the account of any other Persons (other than (i) a Demand Registration under Section 2.1, (ii) a registration on Form F-4 or S-8 or any successor form to such referenced forms or (iii) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a "Company Public Sale"), then, as soon as practicable (but in no event less than ten (10) calendar days prior to the proposed date of filing of such registration statement), the Company shall give written notice of such proposed filing to all Holders of Registrable Securities, and such notice shall offer each Holder the opportunity to Register under such registration statement such number of Registrable Securities as each such Holder may request in writing (a "Piggyback Registration"). Subject to Section 2.2(b), the Company shall include in such registration statement all such Registrable Securities that are requested to be included therein within five (5) days after such notice is delivered; 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 Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with such registration, the Public Offering Company shall determine for any reason not to Register or to delay registration of such securities, the Company shall give written notice of such determination to each Holder and, thereupon: (i) in the case of a determination not to Register, shall be relieved of its obligation to Register any new Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders of Registrable Securities entitled to request that such registration be effected as a Demand Registration under Section 2.1; and (ii) in the case of a determination to delay Registering, in the absence of a request for a Demand Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other securities. If the offering pursuant to such registration statement is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) must, and the Company shall make such arrangements with the managing underwriter or post-effective amendments thereto covering equity underwriters so that each such Holder may, subject to Section 2.2(b), participate in such underwritten offering. If the offering pursuant to such registration statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis. Each Holder of Registrable Securities shall be permitted to withdraw all or debt part of such Holder's Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such registration statement. (b) If the managing underwriter or underwriters of any proposed underwritten offering of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their opinion, the number of securities which such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the Companysecurities offered or the market for the securities offered, or then the securities to be included in such registration shall be allocated as follows: (i) first, up to 100% of the securities, if any, that the Company proposes to include in the offering; (ii) second, and only if all of the securities, if any, referred to in clause (i) have been included, up to 100% of the securities proposed to be offered by security holders exercising a contractual right to demand registration; (iii) third, and only if all of the securities referred to in clause (ii) have been included, pro rata among the Holders who have requested participation in such offering and any such other holder of securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant having rights of registration that are neither expressly senior nor subordinated to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will give written notice of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder ; and (a "Requesting Holder")iv) fourth, made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act and only if all of the Registrable Securities which it has and other securities referred to in clause (iii) have been so requested to register ("Piggyback Registration")included in such registration, at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request securities eligible for inclusion in such registration other than those set forth in clauses (i) through (iii) above. (c) No registration of Registrable Securities effected pursuant to a request under this Section 2.2 shall be deemed to have already been made) effected pursuant to elect not to file any such proposed Registration Statement, Section 2.1 or to withdraw shall relieve the same after the filing but prior to the effective date thereofCompany of its obligations under Section 2.1.

Piggyback Registration. (a) If, at any time during the seven years following the effective date of the Public Offeringtime, the Company proposes to prepare and file one or more post-effective amendments to the a registration statement filed in connection with the Public Offering on either Form S- I, Form S-2 or Form S-3 (or any new registration statement successor forms) under the Securities Act with respect to an offering for its own account or post-effective amendments thereto covering for the account of others of any class of equity or debt securities of the Companysecurity, or any such securities of then the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"), it will shall give written notice of its intention such proposed filing to do so by registered mail ("Notice"), the Purchaser at least thirty twenty-five (3025) business days prior before the anticipated filing date, and such notice shall offer the Purchaser the opportunity to register such Shares (whether or not vested under the installment provisions of subparagraph l(b) at such time) as such Purchaser may request in writing to the filing of each Company within fifteen ( 15) days after the date such Registration Statement, to all holders of the Registrable Securities. Upon the written request Purchaser first received notice of such a holder registration (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, use its best efforts to effect the registration under the Act of the Registrable Securities which it has been so requested to register ("Piggyback Registration"); PROVIDED, at the Company's sole cost and expense and at no cost or expense to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3HOWEVER, that the Company shall have no obligation to register any Shares of the right at any time after it shall have given written notice Purchaser pursuant to this Section 7.3 4.1 (irrespective a) unless the Purchaser shall request that 50% or more (or all outstanding Shares, if less than 50% of the initial aggregate number of Shares) of the initial aggregate number of Shares be registered. (b) The Purchaser may not participate in any registration initiated as a Piggyback Registration which is underwritten for the benefit of the Company or its stockholders unless the Purchaser (i) agrees to sell his Shares on the basis provided in any underwriting agreements approved by the Company; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting agreements and which are customary with industry practice; and (iii) agrees that if an underwriter advises the Company in writing that the number of shares proposed to be sold by the Company and/or the Purchaser is greater than the number of shares of Class A Common Stock which the underwriter believes is feasible to sell at that time, at the price and under the terms approved by the Company, then the underwriter may exclude some or all of the Shares from such Piggyback Registration to the extent necessary to reduce the total number of shares of Class A Common Stock recommended by the underwriter. Such reduction or limitation by the underwriter shall be made in the manner set forth in the immediately following sentence. Any reduction or limitation of Shares by the underwriter shall be made on a pro rata basis in proportion to the relative number of Shares then held by the Purchaser and the number of shares of Class A Common Stock requested to be underwritten on behalf of the Company or its stockholders. The Company shall advise the Purchaser of any such reduction or limitation, and that the number of shares of Shares to be offered by the Purchaser will be reduced or limited to the number calculated pursuant to the immediately preceding sentence. (c) In any registration initiated as a Piggyback Registration, whether or not the registration statement becomes effective, the Company will pay or cause to be paid all costs, fees and expenses in connection therewith, including, without limitation, the Company's legal and accounting fees, printing expenses and "blue sky" fees and expenses, except that the Company shall not pay for (i) underwriting discounts and commissions, (ii) state transfer taxes, (iii) brokerage commissions, (iv) fees and expenses of counsel and accountants for the Purchaser and (v) blue sky fees and expenses in jurisdictions where the Company is not currently registered or qualified. (d) To the extent not inconsistent with applicable law, the Purchaser agrees not to effect any public sale or distribution of Class A Common Stock, including a sale pursuant to Rule 144 or in reliance on any other exemption from registration under the Securities Act, during the fourteen ( 14) days prior to, and during the ninety (90) days beginning on, the effective date of a registration statement that includes Shares (except as part of such registration), but only if and to the extent requested in writing (with reasonable prior written request notice) by the underwriter(s) in the case of an underwritten public offering by the Company of securities similar to the Shares. (e) The Company and the Purchaser agree to indemnify and hold harmless each other (and, in the case of the Company, its directors and of ficers and each person who controls the Company (within the meaning of the Securities Act)) against all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) (collectively, "Losses") arising out of or based upon any untrue or alleged untrue statement of material fact contained in any registration statement with respect to a Piggyback Registration, any amendment or supplement thereto, any prospectus or preliminary prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, PROVIDED, HOWEVER. that the Purchaser shall not be indemnified for inclusion Losses insofar as such Losses arise out of Registrable Securities or are based upon any such untrue statement or omission based upon information furnished in writing to the Company by or on behalf of the Purchaser (in his individual capacity) expressly for use therein; PROVIDED FURTHER, HOWEVER, that in the event the prospectus shall have already been made) amended or supplemented and copies thereof, as so amended or supplemented, shall have been furnished to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but Purchaser prior to the effective date thereofconfirmation of any sales of registered Shares, such indemnity with respect to the prospectus shall not inure to the benefit of the Purchaser if the person asserting such Loss did not, at or prior to the confirmation of the sale of the registered Shares to such person, receive a copy of the prospectus, as so amended or supplemented, and the untrue statement or omission of a material fact contained in the prospectus was corrected in the prospectus, as so amended or supplemented.

Piggyback Registration. If, (a) If the Company at any time during the seven years following the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to statements on Form S-8 or successor another form) (, which is not available for purposes of this Article 7, collectively, registering Restricted Stock for sale to the "Registration Statement"public), each such time it will give prompt written notice to each Purchaser of its intention to do so by registered mail ("Notice"), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securitiesso. Upon the written request of such a holder (a "Requesting Holder")any Purchaser, made given within twenty (20) business days after receipt the date of the Noticeany such notice, that the Company include to register any of its Restricted Stock (which request shall state the Requesting Holder's Registrable Securities in the proposed Registration Statementintended method of disposition thereof), the Company shall, as to each such Requesting Holder, will use its best efforts to effect cause the Restricted Stock as to which registration under the Act of the Registrable Securities which it has shall have been so requested to register ("Piggyback Registration"), at be included in the securities to be covered by the registration statement proposed to be filed by the Company's sole cost and expense and at no cost or expense , all to the Requesting Holders extent requisite to permit the sale or other disposition by such Purchaser (except as provided in Section 7.5(baccordance with its written request) hereof)of such Restricted Stock so registered. Notwithstanding The Company may withdraw any such registration statement before it becomes effective or postpone the provisions offering of this Section 7.3, securities contemplated by such registration statement without any obligation to any Purchaser. (b) In the Company shall have the right at event that any time after it shall have given written notice registration pursuant to this Section 7.3 (irrespective 3 shall be, in whole or in part, an underwritten public offering of whether any written request for Common Stock, the right of the Purchasers to registration pursuant to this Section 3 shall be conditioned upon the Purchasers' participation in such underwriting and the inclusion of Registrable Securities Restricted Stock in the underwriting shall have already been madebe limited to the extent provided herein. If any Purchaser proposes to distribute its securities through such underwriting, it shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. The number of shares of Common Stock, including, without limitation Restricted Stock, to be included in such an underwriting may be reduced if the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the amount of Restricted Stock shall not be reduced if any shares of Common Stock are to be included in such underwriting for the account of any person other than the Company or the Purchasers. (c) Notwithstanding anything to the contrary contained in this Section 3, in the event that there is an underwritten offering of securities of the Company pursuant to a registration statement covering Restricted Stock and a Purchaser does not elect to sell its Restricted Stock to the underwriters of the Company's securities in connection with such offering, such Purchaser shall refrain from selling such Restricted Stock not registered pursuant to file this Section 3 during the period of distribution of the Company's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any such proposed Registration Statementevent, or be entitled to withdraw sell its Restricted Stock commencing on the same 120th day after the filing but prior to the effective date thereofof such registration statement.

Piggyback Registration. If, (a) If the Company at any time during proposes for any reason to register (whether for itself or others or whether pursuant to a conversion of a Demand Registration under Section 2(d)(iii)) any of its securities under the seven years following Securities Act (other than (i) on Form S-4 or Form S-8 promulgated under the effective date of the Public Offering, the Company proposes to prepare and file one or more post-effective amendments to the registration statement filed in connection with the Public Offering Securities Act or any new registration statement successor forms thereto or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than ii) in connection with a mergerQualified IPO, acquisition or pursuant to Form S-8 or successor form) (for purposes in which case the provisions of this Article 7, collectively, the "Registration Statement"Stockholders' Agreement shall govern), it will shall promptly give written notice to the Stockholders of its intention to do so by registered mail register such securities. ("Notice"), at least thirty (30b) business days prior Any Stockholder who may transfer shares of Common Stock under the Stockholders Agreement may deliver to the filing Company within 20 Business Days after delivery of each such Registration Statement, to all holders notice of the Registrable Securities. Upon proposed offering by the Company, a written request to include in the registration all or a portion of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting HolderStockholder's Registrable Securities Shares (which request shall specify the number of Registrable Shares proposed to be included in the proposed Registration Statement, the such registration). The Company shall, as to each such Requesting Holder, shall use its best efforts to effect cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; PROVIDED, HOWEVER, that if the managing underwriter advises the Company that the inclusion of any or all Registrable Shares and the Other Securities other securities requested to be included in such registration under would materially interfere with the Act successful marketing (including pricing) of the Primary Shares or other securities proposed to be registered by the Company, then the number of Primary Shares, Registrable Shares, Other Securities which it has been so and other securities proposed to be included in such registration shall be included in the following order: (i) FIRST, the Primary Shares proposed by the Company to be sold for its own account, (ii) SECOND, (A) in the case of a Demand Registration converted by the Company pursuant to 2(e)(iii), the Registrable Shares requested to register be registered by the requesting Stockholder; and ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense B) such Registrable Shares requested by Stockholders to the Requesting Holders (except as provided be included in Section 7.5(b) hereof). Notwithstanding the provisions of this Section 7.3, the Company shall have the right at any time after it shall have given written notice such registration pursuant to this Section 7.3 (irrespective of whether any written request for inclusion 3, PRO RATA among the Stockholders referred to in this paragraph 3(b)(ii) based on the number of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.Shares owned; and

Piggyback Registration. (a) If, at any time during the seven years following the effective date of the Public Offeringperiod commencing July 15, 1999 and ending July 15, 2000, the Company proposes to prepare and file one or more post-effective amendments to with the Securities and Exchange Commission (the "Commission") a registration statement filed in connection with the Public Offering or any new registration statement or post-effective amendments thereto on Form S-3 covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such caseshareholders, other than in connection with a merger, acquisition or pursuant to a registration statement on Form S-4 or Form S-8 or any successor form) form (for purposes of this Article 71, collectively, the a "Registration Statement"), it the Company will give written notice of its intention to do so by registered certified mail ("Notice"), at least thirty fifteen (3015) business days prior to the filing of each such Registration Statement, to all holders of the Registrable SecuritiesHolder. Upon the written request of such a holder (a "Requesting the Holder"), made within twenty ten (2010) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities Conversion Shares in the proposed Registration Statement, the Company shall, as to each such Requesting the Holder, use its best reasonable efforts to effect the registration under the Securities Act of the Registrable Securities Conversion Shares which it has been so requested to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense to the Requesting Holders Holder (except other than any commission, discounts or counsel fees payable by the Holder, as further provided in Section 7.5(b3(c) hereof). ; provided, however, that if, the Piggyback Registration is in connection with an underwritten public offering and in the written opinion of the Company's underwriter or managing underwriter of the underwriting group, if any, for such offering, the inclusion of all or a portion of the Conversion Shares requested to be registered, when added to the securities being registered by the Company or the selling shareholder(s), if any, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise having an adverse effect on the offering, then the Company may exclude from such offering all or a portion of the Conversion Shares which it has been requested to register. (b) Notwithstanding the preceding provisions of this Section 7.3Section, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities such securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof. (c) Notwithstanding anything contained herein to the contrary, the Company shall have no obligation under this Section 1 to register the Conversion Shares if the Company receives an opinion of counsel that Rule 144 promulgated under the Securities Act is available to the Holder.

Piggyback Registration. If, (a) If the Corporation at any time during after the seven years following date which shall be 180 days after the effective date of the Public Offering, consummation of an IPO proposes for any reason to register Primary Shares or Other Shares under the Company proposes to prepare and file one Securities Act (other than on Form S-4 or more post-effective amendments to Form S-8 promulgated under the registration statement filed in connection with the Public Offering Securities Act (or any new registration statement or post-effective amendments thereto covering equity or debt securities of the Company, or any such securities of the Company held by its shareholders (in any such case, other than in connection with a merger, acquisition or pursuant to Form S-8 or successor form) (for purposes of this Article 7, collectively, the "Registration Statement"forms thereto)), it will shall give written notice to the Investors of its intention to do so register such Primary Shares or Other Shares at least 30 days before the initial filing of the registration statement related thereto and, upon the request, delivered to the Corporation within 20 days after delivery of any such notice by registered mail the Corporation, of the Investors to include in such registration Registrable Shares ("Notice"which request shall specify the number of Registrable Shares proposed to be included in such registration), at least thirty (30) business days prior to the filing of each such Registration Statement, to all holders of the Registrable Securities. Upon the written request of such a holder (a "Requesting Holder"), made within twenty (20) business days after receipt of the Notice, that the Company include any of the Requesting Holder's Registrable Securities in the proposed Registration Statement, the Company shall, as to each such Requesting Holder, Corporation shall use its reasonable best efforts to effect cause all such Registrable Shares to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration under (a “Piggyback Registration”); provided, however, that if the Act managing underwriter advises the Corporation that the inclusion of all Registrable Shares requested to be included in such registration would interfere with the successful marketing (including pricing) of the Primary Shares or Other Shares proposed to be registered by the Corporation, then the number of Primary Shares, Registrable Securities which it has been so requested Shares and Other Shares proposed to be included in such registration shall be included in the following order: (A) first, the Primary Shares or Other Shares that the Corporation proposes to register ("Piggyback Registration"), at the Company's sole cost and expense and at no cost or expense pursuant to the Requesting Holders (except as provided in Section 7.5(b) hereof). Notwithstanding the provisions first sentence of this Section 7.33(a); (B) second, the Company Registrable Shares owned by the Preferred Holders (on a pro rata basis amongst them); and (C) thereafter, the Registrable Shares owned by the Common Holders (on a pro rata basis amongst them). (b) The rights articulated in this Section 3(a) shall only apply for three years following a QIPO. (c) The Corporation shall have the right at to terminate any time after registration initiated by it shall have given written notice pursuant to under this Section 7.3 (irrespective of whether any written request for inclusion of Registrable Securities shall have already been made) to elect not to file any such proposed Registration Statement, or to withdraw the same after the filing but 3 prior to the effective date thereofeffectiveness of such registration, whether or not any holder has elected to include securities in such registration, and the Corporation shall have no liability to any of the holders in connection with such termination or withdrawal.