Common use of Piggyback Registration Clause in Contracts

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

Piggyback Registration. (a) If the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public equity securities, either for its own account or for the account of another Person other than Holdersany Person, other than on Form S-4 but not including a registration relating to (i) employee stock option or Form S-8 purchase plans, or (each as promulgated ii) a transaction pursuant to Rule 145 under the Securities ActAct (a “Piggyback Registration”), the Company will: (i) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice thereof to the Holders Holder; and (ii) use its best efforts to include in such Piggyback Registration and in any underwriting involved therein up to all of its intention the Registrable Securities which the Holder requests in writing to effect such registration. Upon the written request of any such Holder given be so included within 30 thirty days after receipt of such written notice from the Company. The Company shall pay, and shall reimburse the Holder for paying, any expenses incurred in connection with a Piggyback Registration requested pursuant to this Section, including, without limitation, all registration, qualification, printing and accounting fees, all fees and disbursements of counsel for the Company, and all reasonable fees and disbursements of one counsel for the Holders as a group; provided, that the Holder will be responsible for all underwriting discounts and commissions allocable to the securities sold by such Holder holder. (b) If the registration of such noticewhich the Company gives notice is for a public offering involving an underwriting, the Company willshall so advise the Holder as a part of the written notice given pursuant to this Section, subject and the right of the Holder to include Registrable Securities in such registration shall be conditioned upon the limits contained Holder participation in such underwriting and the entry of the Holder into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. (c) If the underwriter of the registered public offering referred to in this Section 3shall advise the Company in writing that marketing factors require a limitation of the amount of securities to be underwritten, use its reasonable best efforts to cause all Registrable Securities of securities shall be included in such Holder that such Holder so requests offering in the following priority: first, securities to be registered under by the Securities Act and qualified for sale under any state blue sky law, all Company and/or securities requested to be included pursuant to the extent required to permit such sale or other disposition exercise of said Registrable Securities; provided, however, that if demand registration rights granted by the Company is advised in writing such priority and proportions as may be agreed among such parties; second, the securities requested to be included in such registration by the Holder pursuant to this Section, the investors who purchased Stock in the offering, and other parties requesting Piggyback Registration rights of the type provided in this Section and having the same priority, pro rata based upon the number of securities requested to be included by such parties; third, the securities requested to be included in such registration by principals of the Company pursuant to the exercise of Piggyback Registration rights of the type provided in this Section, pro rata on the basis of the number of such securities requested to be included by such principal; and fourth, other securities for the account of Persons, including the Holder, allocated among such Persons in accordance with the priorities then existing among the Company and such Persons. Any securities excluded pursuant to the provisions of this Section shall be withdrawn from and shall not be included in such Piggyback Registration. (d) Notwithstanding the foregoing, the Company shall not be obligated to effect any Piggyback Registration pursuant to this Section 9 if, in the good faith by the managing underwriter determination of the Company’s securities being offered in an underwritten public offering pursuant to Board of Directors, the filing of such registration statement that the amount would be detrimental to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount or its stockholders due to pending material corporate developments or similar material events that have not yet been publicly disclosed and as to which can be offered without adversely affecting the marketability of the offering, the Company believes that public disclosure would be prejudicial to the Company and may reduce the amount offered delay such Piggyback Registration Statement for the accounts a period not in excess of Selling Stockholders ninety (including any Holders90) to a number reasonably deemed satisfactory by days from such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche).determination

Piggyback Registration. If (a) Each time the Company at any time proposes shall determine to register any of its Common Stock file a registration statement under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Actor a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition the proposed offer and sale of any entity of its securities of the same class as the Registrable Securities either for its own account or business on behalf of any other security holder (other than a registration pursuant to Section 2 or equity securities issuable in connection with stock option or other employee benefit plansSection 3), each the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such time it will promptly give Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holders of its intention to effect such registration. Upon Holder by the Company, a written request to include in such registration statement any Registrable Securities of any such Holder given within 30 days after receipt by such Holder of such noticethe Holder, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all shall include such Registrable Securities of in such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky lawregistration statement, all to the extent required to permit such the sale or other disposition by the prospective seller or sellers of said the Registrable Securities; provided, however, that if Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is advised for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder’s participation in writing such underwriting and the inclusion of such Holder’s Registrable Securities in good faith the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of the Company’s securities being offered in an underwritten public offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration statement in writing that in its good faith judgment the amount number of Registrable Securities and the other securities requested to be sold by persons registered (i) exceeds the number of Registrable Securities and other than the Company (collectively, “Selling Stockholders”) is greater than the amount securities which can be offered without adversely affecting sold in such offering at a price acceptable to the marketability Company, or (ii) would jeopardize the success of the offering, then (A) the Company may reduce the amount offered for the accounts number of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by any Persons having contractual incidental or “piggy back” such Holders at the time of the filing of the registration rights pursuant statement; and c. Last, among all other participating holders proposing to an agreement which is not this Agreement. If there is a reduction register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Stockholder Party: a. First, among all participating holders other than any Stockholder Party in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock or as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be registered pursuant to clauses (i) and (ii) above, so included shall not be included in such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)registration.

Piggyback Registration. If With respect to Holder's right to piggyback on a firm commitment underwriting of the Company at any time proposes securities pursuant to register any of its Common Stock under Section 1.1, the Securities Act for sale parties agree as follows: (a) Pursuant to Section 1.1, the Company will (i) promptly give to the public either for its own account or for the account Holder written notice of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents any registration relating to equity a firm commitment public offering of the Company securities; and (ii) include in such registration (and related qualification under blue sky laws or other compliance, unless such expense or terms of such qualification is unreasonable in comparison to the number of securities to be issued solely registered in connection with any acquisition such jurisdiction, as determined in the sole discretion of any entity or business or equity securities issuable the Company), and in connection with stock option or other employee benefit plansthe underwriting involved therein, each such time it will promptly give written notice to all the Holders of its intention to effect such registration. Upon the Securities specified in Holder's written request of any such Holder given or requests, mailed in accordance with Section 3.8 herein within 30 days after receipt by such Holder the date of such noticewritten notice from the Company. (b) The right of Holder to registration pursuant to Section 1.1 shall be conditioned upon Holder's participation in such underwriting, and the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities inclusion of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all in the underwriting shall be limited to the extent required provided herein. The Holder and all other holders proposing to permit distribute their securities through such sale or other disposition of said Registrable Securities; provided, however, that if underwriting shall (together with the Company is advised and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in writing in good faith by customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount number of shares to be sold by persons other than underwritten, the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability managing underwriter may limit some or all of the offering, Securities that may be included in the Company registration and underwriting as follows: the number of Securities that may reduce be included in the amount offered for registration and underwriting by the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded Holder shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in multiplying the number of shares of Common Stock or Registrable Securities of all selling shareholders of the Company which the managing underwriter is willing to include in such registration and underwriting, times a fraction, the numerator of which is the number of Securities requested to be registered pursuant included in such registration and underwriting by the Holder, and the denominator of which is the total number of Securities which all selling shareholders of the Company have requested to clauses (i) have included in such registration and (ii) aboveunderwriting. To facilitate the allocation of shares in accordance with the above provisions, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate Company may round the number of shares allocable to any such person to the nearest 100 shares. If the Holder disapproves of Common Stock the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date. Any securities excluded or Registrable Securities held by withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 120 days after the holders in each effective date of the registration statement relating thereto, or such tranche)other shorter period of time as the underwriters may require.

Piggyback Registration. If Subject to the Company terms of this Section 10, if, at any time commencing after the date hereof and expiring seven (7) years from the effective date, the Company proposes to register any of its Common Stock equity securities under the Securities Act for sale to the public either for its own account or for the account of another Person (other than Holdersa registration statement (i) on Form S-8 or any successor form to such form or in connection with any employee or director welfare, other than benefit or compensation plan, (ii) on Form S-4 or Form S-8 (each as promulgated under the Securities Act) any successor form to such form or their then equivalents relating to equity securities to be issued solely in connection with any merger, consolidation, acquisition of any entity or business or equity securities issuable exchange offer, (iii) in connection with stock option a rights offering exclusively to existing holders of Common Stock, (iv) in connection with an offering solely to employees of the Company or other employee benefit plansits subsidiaries, each such time or (v) relating to a transaction pursuant to Rule 145 of the Act), it will promptly give written notice by registered mail, at least thirty (30) days prior to the Holders filing of each such registration statement, to the Holder of its intention to effect such registrationdo so. Upon If Holder notifies the written request Company within twenty (20) business days after receipt of any such Holder given within 30 days after receipt notice of its desire to include any Warrant Shares held by such Holder of or Warrant Shares underlying Warrants held by such noticeHolder in such proposed registration statement, the Company willshall afford any such Holder of the opportunity to have any such Warrant Shares held by such Holder or Warrant Shares underlying Warrants held by such Holder, subject registered under such registration statement (sometimes referred to herein as the "Piggyback Registration"). Notwithstanding the provisions of this Section 10.1, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 10.1 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing but prior to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company effective date thereof. If a Piggyback Registration is advised in writing in good faith by the managing underwriter an underwritten primary registration on behalf of the Company’s , and the managing underwriters advise the Company in writing that in their reasonable opinion based upon market conditions the number of securities being offered requested to be included in an underwritten public offering pursuant to such registration statement exceeds the number that the amount to can be sold by persons other than in such offering or would impair the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability pricing of the such offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by will include in such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: registration (i) first, the securities held by any Persons not having any contractual incidental or “piggy back” registration rightsthe Company proposes to sell, and (ii) second, Registrable Securities and securities held up to the full number of applicable Common Stock requested to be included in such registration by any Persons having contractual incidental holders of Common Stock with prior or “piggy back” superior piggyback registration rights pursuant rights, (iii) third, the number of applicable Total Warrant Shares requested to an agreement which is not this Agreement. If there is a reduction be included in such registration, pro rata among the Holders of the Warrant Agreements on the basis of the number of shares requested by such Holders of Common Stock or Registrable Securities the Warrant Agreements to be registered pursuant to clauses (i) included and which, in the opinion of the managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering, and (iiiv) abovefourth, other securities to be included in such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)registration.

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

Piggyback Registration. (i) If the Company at any time proposes to register any of its Common Stock Company Securities under the Securities Act (other than (i) a registration on Form S-8 or Form S-4 relating to Shares or any other class of Company Securities issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act or other business combination or acquisition transaction, any registration statement related to the issuance or resale of securities issued in such a transaction) other than in connection with a rights offering, whether or not for sale to the public either for its own account account, the Company shall each such time give prompt notice (via electronic transmission) at least 10 days prior to the anticipated filing date of the registration statement relating to such registration to each Stockholder, which notice shall offer such Stockholder the opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(g)(ii). Upon the request of any such Stockholder made within 5 days after the receipt of notice from the Company regarding a Piggyback Registration (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Requesting Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered in accordance with the plan of distribution intended by the Company for such registration statement; provided that (i) if such registration involves a Public Offering, all such Registering Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f)(i) on the same terms and conditions as apply to the Company and (ii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02(g) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all Registering Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02(g) shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 2.01 or a Shelf Registration to the extent required by Section 2.02. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. (ii) If a Piggyback Registration involves a Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 2.01(d) shall apply) and the lead managing underwriter advises the Company that, in its view, the number of Registrable Securities that the Company and such Registering Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (A) first, so much of the Company Securities proposed to be registered for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company willas would not cause the offering to exceed the Maximum Offering Size; (B) second, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests requested to be registered under the Securities Act and qualified for sale under any state blue sky lawincluded in such registration, if any, by LMC Stockholder pursuant to this Section 2.02(g); (C) third, all Registrable Securities requested to be included in such registration by any other Registering Stockholders pursuant to this Section 2.02(g) (allocated, if necessary for the extent required offering not to permit exceed the Maximum Offering Size, pro rata among such sale or other disposition of said Registrable Securities; provided, however, that if Stockholders on the Company is advised in writing in good faith by the managing underwriter basis of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the relative number of shares of Common Stock or Registrable Securities so requested to be included in such registration by each such Stockholder); and (D) fourth, any securities proposed to be registered pursuant to clauses (i) and (ii) above, for the account of any other Persons with such reduction priorities among them as the Company shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)determine.

Piggyback Registration. If Provided that the Registration Conditions have been satisfied, the Company shall, at least 30 days prior to the filing of any time proposes registration statement under the Securities Act (other than a registration statement on Form S-8 or Form S-4 or any comparable or successor forms) relating to register any the public offering of its Common Stock under by the Securities Act for sale to the public either for Company or any of its own account or for the account of another Person other than Holderssecurity holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticeproposed filing and of the proposed date thereof to Almedica, and if, on or before the 20th day following the date on which such notice is given, the Company willshall receive a written request from Almedica requesting that the Company include among the securities covered by such registration statement some or all of the Registrable Securities, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Company shall include such Registrable Securities in such registration statement, if filed, so as to permit such Registrable Securities to be sold or disposed of in the manner and on the terms of the offering thereof set forth in such Holder request. If the managing underwriter advises the Company in writing that the inclusion in such Holder so requests registration of some or all of the Registrable Securities sought to be registered under by Almedica creates a substantial risk that the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale proceeds or other disposition of said Registrable Securities; provided, however, price per share that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to will be derived from such registration statement will be reduced or that the amount number of shares to be sold by persons other than registered at the Company (collectivelyinsistence of Almedica, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in plus the number of shares of Common Stock or Registrable Securities sought to be registered pursuant by the Company and any other stockholders of the Company is too large a number to clauses (i) and (ii) abovebe reasonably sold, then, in such reduction shall be made within each tranche on a pro rata basis (based upon event, the aggregate number of shares sought to be registered for the stockholders of Common Stock or the Company shall be reduced, pro rata in proportion to the number of shares sought to be registered to the number of shares recommended be sold by the managing underwriter. Any Registrable Securities held excluded or withdrawn from such underwriting shall be withdrawn from such registration. With respect to any excluded or withdrawn Registrable Securities and any Registrable Securities not covered by Almedica's request for inclusion in such registration statement, Almedica shall remain entitled to receive additional notices pursuant to this Section 1(c) until all Registrable Securities have been included in a registration statement either pursuant to Section 1(b) or 1(c) of this Agreement. Once effective, the holders in each Company shall use commercially reasonable efforts to keep such tranche)registration statement continuously effective under the Securities Act during the Registration Period.

Piggyback Registration. (a) If the Company at any time proposes to register any of its Common Stock Company Securities under the Securities Act (whether for itself or in connection with a sale to the public either for its own account or for the account of another Person securities by any Stockholder, but other than Holders, other than a registration on Form S-4 S-8 or Form S-8 (each as promulgated under the Securities Act) S-4, or their then equivalents any successor or similar forms, relating to equity securities to be issued solely Common Shares issuable upon exercise of employee stock options or in connection with any acquisition employee benefit or similar plan of any entity the Company or business or equity securities issuable in connection with stock option a direct or other employee benefit plansindirect acquisition by the Company of another Person), the Company shall each such time it will promptly give prompt written notice at least ten (10) Business Days prior to the Holders anticipated filing date of its intention the registration statement relating to effect such registrationregistration to each Stockholder holding Registrable Securities with rights to require registration of Company Securities hereunder, which notice shall set forth such Stockholder’s rights under this Section 1.02 and shall offer such Stockholder the opportunity to include in such registration statement Company Securities of the same class or series of Registrable Securities as proposed to be offered in such registration (a “Piggyback Registration”), subject to the restrictions set forth herein. Upon the written request of any such Holder given Stockholder made within 30 days five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Holder of such noticeStockholder), the Company will, subject to the limits contained in this Section 3, shall use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered effect the registration under the Securities Act and qualified for sale under any state blue sky lawof all Registrable Securities that the Company has been so requested to register by all such Stockholders with rights to require registration of Company Securities hereunder, all to the extent required requisite to permit such sale or other the disposition of said the Registrable Securities; providedSecurities so to be registered, howeverprovided that (i) if such registration involves a Public Offering, that if the Company is advised all such Stockholders requesting to be included in writing in good faith by the managing underwriter of the Company’s securities being offered registration must sell their Registrable Securities to the underwriters selected as provided in an underwritten public offering pursuant Section 1.05(f)(i) on the same terms and conditions as apply to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling or any other selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) secondif, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 1.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such Company securities, the Company shall give notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 1.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 1.01. The Company shall be liable for and securities held by pay all Registration Expenses in connection with each Piggyback Registration. (b) If a Piggyback Registration involves a Public Offering (other than any Persons having contractual incidental or “piggy back” registration rights pursuant Demand Registration, in which case the provisions with respect to an agreement which is not this Agreement. If there is a reduction priority of inclusion in such offering set forth in Section 1.01(f) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares Company Securities that the Company and such selling stockholders propose to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: (i) with respect to a Public Offering by the Company for its own account: (A) first, such number of Common Stock or Registrable Securities proposed to be registered pursuant for the account of the Company or any Requesting Stockholder on whose account the registration is being made, if any, as would not cause the offering to clauses exceed the Maximum Offering Size, and (iB) and second, all Registrable Securities requested to be included in such registration by any Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders based on their relative ownership of Registrable Securities) requested be included in the Piggyback Registration. (ii) aboveWith respect to a Public Offering by the Company for the account of selling stockholders: (A) first, all Registrable Securities requested to be included in such reduction shall be made within each tranche on a registration by any Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata basis (among such Stockholders based upon the aggregate on their relative number of shares of Common Stock or Registrable Securities) requested to be included in the Piggyback Registration; and (B) second, all Registrable Securities held by proposed to be registered for the holders in each such tranche)account of the Company.

Piggyback Registration. (i) If the Company at any time proposes or from time to time, the Company shall determine to register any of its Common Stock under the Securities Act for sale to the public either securities, for its own account or for the account of another Person other than Holdersany of its shareholders, other than a Registration relating solely to employee share option plans or pursuant to an acquisition transaction on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticeS-4, the Company will, subject : (A) provide to the limits contained Purchaser written notice thereof as soon as practicable prior to filing the Registration Statement; and (B) include in this Section 3such Registration Statement and in any underwriting involved therein, use its reasonable best efforts to cause all of the Registrable Securities specified in a written request by the Purchaser made within fifteen (15) days after receipt of such Holder that written notice from the Company. (ii) If the Registration is for a registered public offering involving an underwriting, the Company shall so advise the Purchaser as a part of the written notice given pursuant to this Section. In such Holder so requests to be registered under event, the rights of the Purchaser hereunder shall include participation in such underwriting and the inclusion of the Registrable Securities Act and qualified for sale under any state blue sky law, all in the underwriting to the extent required provided herein. To the extent that the Purchaser proposes to permit distribute its securities through such sale underwriting, the Purchaser shall (together with the Company and any other security holders of the Company distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other disposition provision of said this Section, if the managing underwriter of such underwriting determines that marketing factors require a limitation of the number of shares to be offered in connection with such underwriting, the managing underwriter may limit the number of Registrable Securities; Securities to be included in the Registration and underwriting (provided, however, that if (a) the Registrable Securities shall not be excluded from such underwritten offering prior to any securities held by officers and directors of the Company is advised or their affiliates, (b) the Registrable Securities shall be entitled to at least the same priority in writing in good faith by the managing underwriter an underwritten offering as any of the Company’s securities being offered 's existing security holders, and (c) the Company shall not enter into any agreement that would provide any security holder with priority in connection with an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting priority granted to the marketability Purchaser hereunder). The Company shall so advise any of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) its other security holders who are distributing their securities through such underwriting pursuant to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” their respective piggyback registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to and other securities that may be registered pursuant to clauses (i) included in the registration and (ii) above, such reduction underwriting shall be made within each tranche on a pro rata basis (based upon allocated among the aggregate number Purchaser and all other security holders of shares the Company in proportion, as nearly as practicable, to the respective amounts of Common Stock or Registrable Securities held by the Purchaser and such other security holders in each at the time of the filing of the registration statement. If the Purchaser disapproves of the terms of any such tranche)underwriting, it may elect to withdraw therefrom by written notice to the Company. Any Registrable Securities so excluded or withdrawn from such underwriting shall be withdrawn from such Registration.

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

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

Piggyback Registration. (i) If (but without any obligation to do so) following the expiration of the Effectiveness Period the Company at any time proposes to register (including for this purpose a registration effected by the Company for stockholders other than Holders) any of its Common Stock capital stock or other securities under the Securities 1933 Act for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with a fully underwritten firm commitment public offering of such securities (other than a registration on any acquisition form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansthe Registrable Securities), the Company shall, at such time, give each such time it will promptly give Holder written notice to the Holders of its intention to effect such registrationregistration in accordance with Section 2(f). Upon the written request of any such a Holder given within 30 days five (5) Business Days after receipt by such Holder delivery of such noticenotice by the Company, the Company willshall, subject to the limits contained in this provisions of Section 31(c)(iii), use its all commercially reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Act all of the Registrable Securities Act and qualified for sale that such Holder requests to be registered. (ii) The Company shall have the right to terminate or withdraw any registration initiated by it under any state blue sky law, all this Section 1(c) prior to the extent required effectiveness of such registration whether or not any Holder has elected to permit include securities in such sale or other disposition registration. The expenses of said Registrable Securities; provided, however, that if such withdrawn registration shall be borne by the Company is advised in writing accordance with Section 1(j) hereof. (iii) The Company shall not be required under this Section 1(c) to include any of a Holder’s securities in good faith by such underwriting unless such Holder accepts the managing underwriter terms of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that underwriting as reasonably agreed upon between the amount to be sold Company and the underwriters selected by persons other than the Company (collectivelyor by other Persons entitled to select the underwriters) and enters into an underwriting agreement in customary form with such underwriters, “Selling Stockholders”) is greater than and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested to be included in such offering exceeds the amount which can be offered without adversely affecting of securities that the marketability underwriters determine in their sole discretion is compatible with the success of the offering, then the Company may reduce shall be required to include in the amount offered for the accounts offering only that number of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, Registrable Securities that the securities to be excluded shall be determined underwriters determine in their sole discretion will not jeopardize the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreementsuccess of the offering. If there is a Any reduction in the number of shares of Common Stock or Registrable Securities will be made pro rata with the other securities to be registered pursuant to clauses (i) and (ii) above, on behalf of third parties in such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)offering.

Piggyback Registration. (i) If the Company at any time or from time to time proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering of Shares for sale to cash (x) for the public either for its Company’s own account (other than registration statement on Form S-4 or S-8 (or any successor or similar form that may be adopted by the Commission)) or (y) for the account of another Person any holders of Shares, Options, or Convertible Securities other than HoldersWarrants and Warrant Shares, then the Company at each such time shall give prompt written notice of such proposed filing to each holder of Warrants and to each holder of Registrable Securities (but in no event less then 10 Business Days before the anticipated filing date), and such notice shall offer each holder of Warrants and each holder of Registrable Securities the opportunity to register such number of Registrable Securities as the such holder may request, by notice to the Company within 5 Business Days, on the same terms and conditions as the other than Shares to be included in such offering. (ii) If the registration of which the Company gives notice pursuant to this Section 6(c) is for an underwritten public offering, (x) the notice provided by the Company shall so state, (y) the right of any holder of Registrable Securities to cause the Company to register such holders’ Registrable Securities pursuant to this Section 6(c) shall be conditioned upon the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein and (z) all holders of Registrable Securities proposing to include their Registrable Securities in the registration shall enter into an underwriting agreement in customary form for such an underwritten offering with the representative(s) of the underwriters selected by the Company. The Company shall have no obligation to consult with or obtain the consent of any holder of Warrants or any holder of Registrable Securities in selecting any underwriters or investment bankers for an offering registered pursuant to this Section 6(c). (iii) Notwithstanding any other provision of this Section 6(c), if an offering for which the Company gives notice pursuant to Section 6(c)(i) is to be underwritten and the representative(s) of the underwriters for the offering advises the Company that marketing factors require a limitation on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity amount of securities to be issued solely underwritten, (x) the Company shall so advise all holders of Registrable Securities requesting registration pursuant to this Section 6(c) and (y) the amount of Registrable Securities requested to be offered may be excluded or reduced to the extent necessary to reduce the total amount of securities to be included in connection with such offering to the amount recommended by such representative(s) of the underwriters; provided that the amount of securities entitled to be included in the registration and underwriting shall be allocated first to the securities being sold for the Company’s own account (based on the number of such securities specified in the notice given by the Company pursuant to Section 6(c)(i), then to the holders of Registrable Securities exercising demand registration rights, and, lastly, to the other holders of Registrable Securities (allocated among the participating holders in proportion to the Registrable Securities requested to be registered thereby in such offering). (iv) The Company may withdraw its notice of proposed registration given pursuant to Section 6(c)(i) at any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give by giving written notice to the Holders each holder of its intention to effect such registration. Upon the written request Warrants and each holder of any such Holder given within 30 days after receipt by such Holder of such noticeRegistrable Securities, whereupon the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts shall not be required to cause all Registrable Securities of such Holder that such Holder so requests proposed registration to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)effected.

Piggyback Registration. If 2.2.1 Subject to the Company terms hereof, if at any time proposes or from time to time the Company or any shareholder of the Company shall determine to register any of its Common Stock under the Securities Act securities (except for sale registration statements relating to the public employee benefit plans or exchange offers), either for its own account or for the account of another Person a security holder, the Company will promptly give to the holders of Registrable Securities written notice thereof not less than 30 days prior to the filing of any registration statement; and include in such registration (and any related qualification under Blue Sky laws or other than Holderscompliance), other than on Form S-4 and in the underwriting involved therein, if any, such Registrable Securities as such holders may request in a writing delivered to the Company within twenty (20) days after the holders' receipt of Company's written notice. 2.2.2 The holders of Registrable Securities may participate in any number of registrations until all of the Shares held by holders of Registrable Securities have been distributed pursuant to a registration or Form S-8 (each as promulgated until the Shares are transferable pursuant to Rule 144 under the Securities Act) or their then equivalents relating . 2.2.3 If any registration statement is an Underwritten Public Offering, the right of holders of Registrable Securities to equity securities registration pursuant to this Section shall be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, conditioned upon each such time it will promptly give written notice holder's participation in such reasonable underwriting arrangements as the Company shall make regarding the offering, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. Holders of its intention Registrable Securities and all other shareholders proposing to effect distribute their securities through such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, underwriting shall (together with the Company willand the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section, subject to if the limits contained managing underwriter concludes in this Section 3, use its reasonable best efforts to cause all Registrable Securities judgment that the number of such Holder that such Holder so requests Shares to be registered under for selling shareholders (including 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 holders of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to ) would materially adversely effect such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts number of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities Shares to be excluded shall be determined in the following sequence: (i) firstregistered, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in together with the number of shares Shares of Common Stock or Registrable Securities other securities held by other shareholders proposed to be registered pursuant to clauses (i) and (ii) abovein such offering, such reduction shall be made within each tranche reduced on a pro rata basis (based upon on the aggregate number of shares of Common Stock or Registrable Securities held Shares proposed to be sold by the holders of Registrable Securities as compared to the number of Shares proposed to be sold by all shareholders. If any holder of Registrable Securities disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than 10 days before the effective date. The Registrable Securities excluded by the managing underwriter or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in each a public distribution prior to one hundred twenty (120) days after the effective date of the registration statement relating thereto, or such tranche)other shorter period of time as the underwriters may require. 2.2.4 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration whether or not the holders of Registrable Securities have elected to include securities in such registration.

Piggyback Registration. If (a) From and after the Closing Date and until such time as the Registrable Securities are freely saleable under Rule 144(k) without volume limitations, if the Company at any time proposes shall determine to register proceed with the preparation and filing of a Registration Statement in connection with the proposed offer and sale of any of its Common Stock under the Securities Act for sale to the public either for securities by it or any of its own account or for the account of another Person security holders (other than Holders, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with ▇-▇, ▇-▇, any acquisition of any entity or business or equity securities issuable in connection with stock option successor form thereto or other employee benefit planslimited purpose form), each such time it the Company will promptly give written notice to the Holders of its intention determination to effect such registrationall record Investors of the Registrable Securities at least twenty (20) days prior to filing. Upon the receipt of a written request from any such Holder within twenty (20) days after receipt of any such Holder given within 30 days after receipt by such Holder of such noticenotice from the Company, the Company will, subject to the limits contained in this Section 3except as herein provided, use its reasonable best efforts to cause all the Registrable Securities of owned by such Holder that such Holder so requests Investors to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required included in such Registration Statement in order to permit such the sale or other disposition by the prospective seller or sellers of said the Registrable Securities; providedSecurities to be so registered. If any registration pursuant to this Section 2.2 shall be underwritten in whole or in part, however, that if the Company is advised shall cause the Registrable Securities requested for inclusion pursuant to this Section 2.2 to be included in writing the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters, except to the extent provided in good faith by Section 2.2(b) below. In such event the managing underwriter right of any Holder to registration shall be conditioned upon such underwriting and the inclusion of such Holder's Registrable Securities in such underwriting to the extent provided in Section 2.2(b) below. All Investors proposing to distribute their securities through such underwriting shall (together with the Company and the other investors distributing their securities through such underwriting) enter into an underwriting agreement with the underwriters' representative for such offering; provided that such holders shall have no right to participate in the selection of the Company’s underwriters for an offering pursuant to this Section 2.2(a). The obligation of the Company under this Section 2.2 shall be unlimited as to the number of Registration Statements to which it applies. Notwithstanding the foregoing, to the extent that all Registrable Securities are registered on an effective Registration Statement on Form S-3, the Company shall not be required to provide notice to Investors of the preparation and filing of a registration statement in connection with the proposed nonunderwritten offer and sale of any of its securities being offered in and the Investors shall not be entitled to include any Registrable Securities on such registration statement. (b) In connection with an underwritten public offering pursuant to such registration statement that for the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability account of the offeringCompany, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and providedif, further, that the securities to be excluded shall be determined in the following sequence: opinion of the underwriters' representative market factors (i) firstincluding, securities held by any Persons not having any contractual incidental or “piggy back” registration rightswithout limitation, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock requested to be registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the registration) require a limitation of the number of shares to be underwritten, the underwriters' representative may exclude some or all Registrable Securities held from such registration and underwriting and the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investors have requested inclusion hereunder as the underwriters shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such holder; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the investors of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in each the Registration Statement. No Registrable Securities excluded from the underwriting by reason of this Section 2.2(b) shall be included in such tranche)Registration Statement.

Piggyback Registration. If i. At any time and from time to time after the date of this Agreement, whenever the Company at any time proposes to register any of its Common Stock under file a Registration Statement, the Securities Act for sale Company will prior to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly filing give written notice to the all Registration Rights Holders of its intention to effect such registration. Upon do so and, upon the written request of any such Holder Registration Rights Holders given within 30 fifteen (15) days after receipt by such Holder of the Company provides such notice, the Company will, subject to the limits contained in this Section 3, shall use its reasonable best good faith efforts to cause all Registrable Securities Shares of such Registration Rights Holder that which the Company has been requested by such Registration Rights Holder so requests to register, to be registered under the Securities 1933 Act and qualified for sale under any state blue sky law, all to the extent required necessary to permit such their sale or other disposition in accordance with the intended methods of said Registrable Securitiesdistribution specified in the request of such Registration Rights Holder; provided, however, provided that if the Company is advised shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.b. without obligation to any Registration Rights Holder. ii. In connection with any registration under Section 2.b. involving an underwritten offering of the Company's securities, the Company shall not be required to include any Registrable Shares of a Registration Rights Holder in writing such underwriting unless such Registration Rights Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in good faith such quantity as will not, in the sole discretion of the underwriters, jeopardize the success of the offering by the Company. If in the sole discretion of the managing underwriter or underwriters the registration of all, or part of, the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount Registrable Shares which a Registration Rights Holder has requested to be included would adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares, if any, which the managing underwriter or underwriters believe may be sold by persons other 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 Company (collectively, “Selling Stockholders”) is greater than the amount total number of shares which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities Registration Rights Holder has requested to be excluded included, then such Registration Rights Holder shall be determined participate in the following sequence: (i) first, securities underwriting pro rata based upon such Registration Rights Holder's total ownership of Registrable Shares compared to the total number of shares held by any Persons other Registration Rights Holder or other affiliates of the Company for which registration has been requested whether or not having any contractual incidental or “piggy back” such shares are the subject of separate agreements with the Company concerning registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche).

Piggyback Registration. If (a) If, at any time, the Company at any time proposes determines to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition a Public Offering of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuch securities, the Company shall, at each such time it will time, promptly give each Stockholder written notice to of such determination no later than 30 days before its intended filing with the Holders of its intention to effect such registrationSEC. Upon the written request of any Stockholder received by the Company within 10 Business Days after the giving of any such Holder given within 30 days after receipt notice by such Holder of such noticethe Company, the Company will, subject to the limits contained in this Section 3, shall use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act all of the Registrable Securities of such Stockholder that such Holder has requested be registered for disposition in accordance with the Company's intended method of disposition as stated in such notice and qualified for sale under any state blue sky law, all with the underwriter selected by the Company. If the total amount of Registrable Securities that are to be included by the Company in such registration exceeds the amount of securities that the managing underwriters reasonably believe can be sold in an orderly manner in such offering within a price range acceptable to the extent required to permit such sale or other disposition of said Registrable Securities; providedCompany, however, that if then the Company is advised will include in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that only the amount to number of securities which in the opinion of such underwriters can be sold by persons other than in the Company (collectivelymanner described above, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: order: (i) first, all securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and of the Company to be offered for the account of the Company; and (ii) second, the Registrable Securities and requested to be included in such registration, (or if necessary, such Registrable Securities pro rata among the Holders of such securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in based on the number of shares of Common Stock or Registrable Securities requested to be registered pursuant included in such registration). Notwithstanding the foregoing, the Company shall not be obligated to clauses (i) include in an initial Public Offering any Registrable Securities of any Holder if the JWC Holders do not elect to include their Registrable Securities in such a registration. If any of the Holders disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and (ii) above, the underwriter prior to the date of pricing such reduction offer. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each withdrawn from such tranche)registration.

Piggyback Registration. If the Company (i) As long as an Investor holds Registrable Securities (as defined below), if at any time proposes or from time to time, the Company shall determine to register any of its Common Stock securities under the Securities Act for sale to of 1933, as amended (the public either for its own account or “Securities Act”) (except for the account registration of another Person other than Holders, other than securities (x) to be offered pursuant to an employee benefit plan on Form S-8 or pursuant to a registration made on Form S-4 or Form S-8 any successor forms then in effect or (each as promulgated under y) in a transaction relating solely to the Securities Act) sale of debt or their then equivalents relating to equity securities convertible debt instruments), at any time, and the registration form to be issued solely in connection with any acquisition used may be used for the registration of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansthe Registrable Securities (a “Piggyback Registration”), each such time it will promptly the Company shall: (A) give to the Investor thirty (30) days written notice prior to filing the Holders of its intention to effect registration statement (the “Piggyback Registration Notice”); and (B) include in such registration. Upon registrations, and in any underwriting involved therein, all the Registrable Securities specified in a written request of any such Holder given made by the Investor within 30 fifteen (15) days after receipt by such Holder of such noticewritten notice from the Company, except as set forth in subsection (ii) below. (ii) If the registration is for a registered public offering involving an underwriting, the Company willshall so advise the Investor as a part of the Piggyback Registration Notice. In such event, subject the right of the Investor to registration shall be conditioned upon the limits contained Investor’s participation in this Section 3, use its reasonable best efforts to cause all such underwriting and the inclusion of the Investor’s Registrable Securities of such Holder that such Holder so requests to be registered under in the Securities Act and qualified for sale under any state blue sky law, all underwriting to the extent required provided herein. If the Investor proposes to permit distribute its securities through such sale or other disposition of said Registrable Securities; providedunderwriting, however, that if it shall (together with the Company is advised and any other holders distributing their securities through such underwriting) enter into an underwriting agreement in writing in good faith the form agreed to by the Company with the underwriter(s) selected for such underwriting by the Company. The Investor and its legal counsel shall have the right to review and comment on such underwriting agreement but shall not have any approval rights with respect thereto. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the Company’s number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise the Investor and the other holders distributing their securities being offered in an underwritten public offering through such underwriting pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rightsPiggyback Registration, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities and other securities that may be included in the registration and underwriting, after first including all securities proposed to be offered and sold by the United States Treasury Department or its permitted transferees and by the Company, shall be allocated among the Investor and other holders otherwise entitled to registration rights in proportion, as nearly as practicable, to the respective amounts of Registrable Securities sought to be registered pursuant to clauses (i) by the Investor and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities other securities held by other holders at the holders in each time of filing the registration statement. If the Investor disapproves of the terms of any such tranche)underwriting, the Investor may elect to withdraw therefrom by written notice to the Company and the managing underwriter.

Piggyback Registration. (i) If the Company at any time or from time to time proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering of Shares for sale to cash (x) for the public either for its Company’s own account (other than registration statement on Form S-4 or S-8 (or any successor or similar form that may be adopted by the Commission)) or (y) for the account of another Person any holders of Shares, Options, or Convertible Securities other than HoldersWarrants and Warrant Shares, then the Company at each such time shall give prompt written notice of such proposed filing to each holder of Warrants and to each holder of Registrable Securities (but in no event less then 10 Business Days before the anticipated filing date), and such notice shall offer each holder of Warrants and each holder of Registrable Securities the opportunity to register such number of Registrable Securities as the such holder may request, by notice to the Company within 5 Business Days, on the same terms and conditions as the other than Shares to be included in such offering. (ii) If the registration of which the Company gives notice pursuant to this Section 6(c) is for an underwritten public offering, (x) the notice provided by the Company shall so state, (y) the right of any holder of Registrable Securities to cause the Company to register such holders’ Registrable Securities pursuant to this Section 6(c) shall be conditioned upon the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein and (z) all holders of Registrable Securities proposing to include their Registrable Securities in the registration shall enter into an underwriting agreement in customary form for such an underwritten offering with the representative(s) of the underwriters selected by the Company. The Company shall have no obligation to consult with or obtain the consent of any holder of Warrants or any holder of Registrable Securities in selecting any underwriters or investment bankers for an offering registered pursuant to this Section 6(c). (iii) Notwithstanding any other provision of this Section 6(c), if an offering for which the Company gives notice pursuant to Section 6(c)(i) is to be underwritten and the representative(s) of the underwriters for the offering advises the Company that marketing factors require a limitation on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity amount of securities to be issued solely underwritten, (x) the Company shall so advise all holders of Registrable Securities requesting registration pursuant to this Section 6(c) and (y) the amount of Registrable Securities requested to be offered may be excluded or reduced to the extent necessary to reduce the total amount of securities to be included in connection with such offering to the amount recommended by such representative(s) of the underwriters; provided that the amount of securities entitled to be included in the registration and underwriting shall be allocated first to the securities being sold for the Company’s own account (based on the number of such securities specified in the notice given by the Company pursuant to Section 6(c)(i)) and then to the Registrable Securities (allocated among the participating holders in proportion to the Registrable Securities requested to be registered thereby in such offering). (iv) The Company may withdraw its notice of proposed registration given pursuant to Section 6(c)(i) at any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give by giving written notice to the Holders each holder of its intention to effect such registration. Upon the written request Warrants and each holder of any such Holder given within 30 days after receipt by such Holder of such noticeRegistrable Securities, whereupon the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts shall not be required to cause all Registrable Securities of such Holder that such Holder so requests proposed registration to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)effected.

Piggyback Registration. If Following that date that is ninety (90) days after the Company expiration of the Non-Redemption Period, if, at any time thereafter, while any Registrable Shares are outstanding and (except as otherwise permitted by Sections 9(b) and 10) a Registration Statement applicable to Holders under Sections 3(a), 3(b) or 3(c) is not effective, the Company proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering solely of Common Shares solely for sale to the public either for its own account or for the account of another Person cash (other than Holdersa registration statement (i) on Form S-8 or any successor form to such Form or in connection with any employee or director welfare, other than benefit or compensation plan, (ii) on Form S-4 or any successor form to such Form S-8 or in connection with an exchange offer, (each as promulgated under iii) in connection with a rights offering exclusively to existing holders of Common Shares, (iv) in connection with an offering solely to employees of the Company or its subsidiaries, or (v) relating to a transaction pursuant to Rule 145 of the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), each such time it will promptly give written notice to the Holders of for its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticeown account, the Company will, subject shall give prompt written notice of such proposed filing to the limits contained Holders. The notice referred to in this the preceding sentence shall offer Holders the opportunity to register such amount of Registrable Shares as each Holder may request (a "Piggyback Registration"). Subject to the provisions of Section 34 below, use its reasonable best efforts to cause all Registrable Securities of the Company shall include in such Holder that such Holder so requests to be registered under Piggyback Registration, in the Securities Act registration and qualified qualification for sale under any state the blue sky law, or securities laws of the various states and in any underwriting in connection therewith all Registrable Shares for which the Company has received written requests for inclusion therein within ten (10) calendar days after the notice referred to above has been given by the Company to the extent required Holders. Holders of Registrable Shares shall be permitted to permit withdraw all or part of the Registrable Shares from a Piggyback Registration at any time prior to the effective date of such sale or other disposition Piggyback Registration. If a Piggyback Registration is an underwritten primary registration on behalf of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by and the managing underwriter advises the Company that the total number of the Company’s securities being offered Common Shares requested to be included in an underwritten public offering pursuant to such registration statement by the Holders and holders under similar registration rights agreements exceeds the number of Common Shares that the amount to can be sold by persons in such offering without impairing the pricing or other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability commercial practicality of the such offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by will include in such managing underwriter; and provided, further, that the securities to be excluded shall be determined registration in the following sequencepriority: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rightsall Common Shares the Company proposes to sell, and (ii) second, Registrable Securities and securities held up to the full number of applicable Common Shares requested to be included in such registration by any Persons having contractual incidental or “piggy back” holders identified in that certain Registration Rights and Lock-Up Agreement dated June 23, 1997, as amended from time to time, by and among the Company and such holders, and (iii) third, up to the full number of applicable Registrable Shares requested to be included in such registration by any Holders and any other holders under similar registration rights pursuant agreements with the Company which, in the case of this clause (iii), in the opinion of such managing underwriter, can be sold without adversely affecting the price range or probability of success of such offering (with, to an agreement which is not this Agreementthe extent necessary, Registrable Shares allocated pro rata among the Holders and such other holders on the basis of the total number of Common Shares requested to be included in such registration by all such holders). If there is a reduction in connection with any registration under this Section 3(d), the number of shares of Common Stock or Registrable Securities Shares to be registered pursuant to clauses (i) and (ii) abovewill be distributed by or through one or more underwriters, such reduction shall be made within each tranche on a pro rata basis (based then the Company will make reasonable efforts, upon the aggregate number request of shares any Holder requesting registration of Common Stock Registrable Shares under this Section 3(d), to arrange for such underwriters to include the Registrable Shares of such Holder among the Shares to be distributed by or Registrable Securities held by the holders in each through such tranche)underwriters.

Piggyback Registration. If (i) In addition to the demand right of registration described in Section 5(c) hereof, the Holder shall have the right, for a period of no more than five (5) years from the commencement of sales of the Offering in accordance with FINRA Rule 5110(f)(2)(G)(v), to include the Registrable Securities as part of any other registration of securities filed by the Company at any time proposes to register any of its Common Stock (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act for sale or pursuant to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securitiesequivalent form); provided, however, that if if, solely in connection with any primary underwritten public offering for the Company is advised in writing in good faith by the managing underwriter account of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holdersmanaging underwriter(s) to thereof shall, in its reasonable discretion, impose a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in limitation on the number of shares of Common Stock which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be registered pursuant included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to clauses (i) and inclusion of such securities in such registration statement or are not entitled to pro rata inclusion with the Registrable Securities. (ii) aboveThe Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Section 5(d) hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities. In the event of such reduction a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than thirty (30) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggyback” rights provided for herein by giving written notice within ten (10) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Warrant, there shall be made within each tranche no limit on a pro rata basis (based upon the aggregate number of shares times the Holder may request registration under this Section 5(d); provided, however, that such registration rights shall terminate on the seventh (7th) anniversary of Common Stock or Registrable Securities held by the holders commencement of sales of the Offering in each such trancheaccordance with FINRA Rule 5110(f)(2)(G)(v).

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

Piggyback Registration. (i) If the Company at any time proposes or from time to time, the Company shall determine to register any of its Common Stock under the Securities Act for sale to the public either securities, for its own account or for the account of another Person other than Holdersany of its shareholders, other than a Registration Statement relating solely to employee share option plans or pursuant to an acquisition transaction on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticeS-4, the Company will, subject : (A) provide to the limits contained Purchaser written notice thereof as soon as practicable prior to filing the Registration Statement; and (B) include in this Section 3such Registration Statement and in any underwriting involved therein, use its reasonable best efforts to cause all of the Registrable Securities specified in a written request by the Purchaser made within fifteen (15) days after receipt of such Holder that written notice from the Company. (ii) If the Registration is for a registered public offering involving an underwriting, the Company shall so advise the Purchaser as a part of the written notice given pursuant to this Section. In such Holder so requests to be registered under event, the rights of the Purchaser hereunder shall include participation in such underwriting and the inclusion of the Registrable Securities Act and qualified for sale under any state blue sky law, all in the underwriting to the extent required provided herein. To the extent that the Purchaser proposes to permit distribute its securities through such sale underwriting, the Purchaser shall (together with the Company and any other securityholders of the Company distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other disposition provision of said this Section, if the managing underwriter of such underwriting determines that marketing factors require a limitation of the number of shares to be offered in connection with such underwriting, the managing underwriter may limit the number of Registrable Securities; Securities to be included in the Registration and underwriting (provided, however, that if (a) the Registrable Securities shall not be excluded from such underwritten offering prior to the exclusion of any securities held by officers and directors of the Company is advised or their affiliates, (b) the Registrable Securities shall be entitled to at least the same priority in writing an underwritten offering as any securities included in good faith such offering by the managing underwriter any of the Company’s securities being offered 's other existing securityholders, and (c) the Company shall not enter into any agreement that would provide any securityholder with priority in connection with an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting priority granted to the marketability Purchaser hereunder). The Company shall so advise any of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) its other securityholders who are distributing their securities through such underwriting pursuant to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” their respective piggyback registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to and other securities that may be registered pursuant to clauses (i) included in the registration and (ii) above, such reduction underwriting shall be made within each tranche on a pro rata basis (based upon allocated among the aggregate number Purchaser and all other securityholders of shares the Company in proportion, as nearly as practicable, to the respective amounts of Common Stock or Registrable Securities held by the holders in each Purchaser and such tranche)other securityholders at the time of the filing of the registration statement. If the Purchaser disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company. Any Registrable Securities so excluded or withdrawn from such underwriting shall be withdrawn from such Registration.

Piggyback Registration. (a) If the Company at any time or times after the date hereof while any Registrable Securities are outstanding the Company proposes to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account any shares of another Person Common Stock (other than Holders(i) a registration on Form S-8 or any successor form or in connection with any employee or director welfare, other than benefit or compensation plan, (ii) a registration on Form S-4 or Form S-8 (each as promulgated under the Securities Act) any successor form 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 an exchange offer, (iii) a registration in connection with stock option a securities or other employee benefit plans, each such time it will promptly give written notice rights offering exclusively to the Holders Company's security holders, (iv) a registration in connection with an offering solely to employees of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company willor its affiliates, subject (v) a registration relating to a transaction pursuant to Rule 145 or any other similar rule of the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered Commission under the Securities Act and qualified for sale under any state blue sky lawor (vi) a shelf registration), all then the Company will give written notice of such proposed registration to the extent Holders at least twenty (20) days before the filing of any Registration Statement with respect thereto. If within ten (10) days after such notice is given, the Company receives a written request from any Holder for the inclusion in such Registration Statement of some or all of the Registrable Securities held by such Holder (which request will specify the number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution therefore), the Company will (subject to the provisions of paragraphs (b) and (c) of this Section 2) include such Registrable Securities in such Registration Statement. The Company may withdraw a Registration Statement filed under this Section 2 at any time prior to the time it becomes effective, provided that the Company will give prompt notice of such withdrawal to the Holders which requested to be included in such Registration Statement. Each Holder shall have the right to request inclusion of such Holder's Registrable Securities in up to three Registration Statements pursuant to this Section 2(a). The rights of the Holders under this Section 2(a) will terminate on the date on which the third Registration Statement to which such rights apply is declared effective by the Commission. (b) In connection with any registration under this Section 2 involving an underwriting (an "Underwritten Offering"), the Company will not be required to permit include a Holder's Registrable Securities in such sale or other disposition Underwritten Offering unless such Holder accepts the terms of said Registrable Securities; provided, however, that if the underwriting as agreed upon between the Company is advised in writing in good faith and the underwriters selected by the Company. If the managing underwriter underwriter(s) of an Underwritten Offering advises the Company’s securities being offered in an underwritten public offering pursuant to such registration statement Company that the amount number of securities to be sold in such Underwritten Offering, including by persons Persons other than the Company (including the Holders) (collectively, “the "Selling Stockholders”) "), is greater than the amount number which can be offered without adversely affecting the marketability of the offeringsuch Underwritten Offering, including, without limitation, the price range or probability of success of such Underwritten Offering, then the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by will include in such managing underwriter; and provided, further, that the securities to be excluded shall be determined Underwritten Offering in the following sequencepriority: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, all shares the Company proposes to sell and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the that number of shares of Common Stock or proposed to be sold by (A) the Selling Stockholders (including Registrable Securities proposed to be registered pursuant to clauses (isold by the Holders) and (iiB) aboveany holders of Common Stock exercising piggyback registration rights under the Registration Rights Agreement dated as of November 3, 1999 between the Company and GE On-Site Power, Inc. which, in the opinion of such reduction managing underwriter(s), can be sold without adversely affecting such Underwritten Offering, including, without limitation, the price range or probability of success of such Underwritten Offering, which shares shall be made within each tranche allocated among the Selling Stockholders (including the Holders requesting registration) and such other holders on a pro rata basis (based upon according to the aggregate relationship that the number of shares of Common Stock or requested to be included by each Selling Stockholder (including the Registrable Securities held by the holders requested to be included in each Holder) and each such tranche)other holder in such Underwritten Offering bears to the total number of shares requested to be registered by all Selling Stockholders (including the total number of Registrable Securities requested to be registered by all Holders) and such other holders. (c) Each Holder hereby agrees that such Holder may not participate in any Underwritten Offering unless such Holder (a) agrees to sell such Holder's Registrable Securities on the basis provided in the underwriting arrangements applicable to such Underwritten Offering and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of the underwriting arrangements for such Underwritten Offering.

Piggyback Registration. (a) If the Company at any time proposes or is required to register any of its Common Stock file a registration statement under the Securities Act for sale with respect to the public either an offering of Common Stock for its own account or for the account of another Person (other than Holders(i) a registration statement filed pursuant to Section 5.1, other than (ii) a registration statement filed pursuant to Section 5.2, (iii) a registration statement on Form S-4 or Form S-8 or any successors thereto, (each as promulgated under the Securities Activ) a registration statement covering securities convertible into or exercisable or exchangeable for Common Stock (other than Registrable Securities) or their then equivalents relating (v) a registration statement covering an offering of securities solely to equity securities to be issued solely the Company’s existing stockholders or otherwise in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansoffer to exchange securities), each such time it will promptly then the Company shall give prompt written notice of such proposed filing at least 30 days before the anticipated filing date (the “Piggyback Notice”) to the Holders Holder. The Piggyback Notice shall offer the Holder the opportunity to include in such registration statement the number of Registrable Securities (for purposes of this Section 5.3, “Registrable Securities” shall be deemed to mean solely securities of the same type as those proposed to be offered by the Company for its intention own account) as they may request (a “Piggyback Registration”). Subject to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticeSection 5.3(b), the Company will, subject to the limits contained shall include in this Section 3, use its reasonable best efforts to cause each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after notice has been given to the Holder. The Holder shall be permitted to withdraw all or part of such Holder that such Holder so requests the Registrable Securities from a Piggyback Registration at any time up to the pricing date. (b) If any of the shares of Common Stock to be registered under the Securities Act and qualified for sale under any state blue sky law, all pursuant to the extent required registration giving rise to permit the Holder’s rights under this Section 5.3 are to be sold in an underwritten public offering, the Holder shall be permitted to include all Registrable Securities requested to be included in such sale or registration in such offering on the same terms and conditions as any other disposition of said Registrable Securities, if any, of the Company included therein; provided, that if such offering is subject to a Share Limitation, then there shall be included in such offering: (i) first, the number or dollar amount of securities the Company proposes to sell and (ii) second, the number or dollar amount of Registrable Securities requested to be included in such registration by the Holder (and any Other Securities requested to be included therein by the holders thereof) that in the opinion of the underwriter selected by the Company can be sold without adversely affecting the price, timing, distribution or marketability of such offering, and such number or dollar amount of securities shall be allocated for inclusion pro rata among the holders of all such securities (including the Registrable Securities of the Holder) on the basis of the number of such securities of the Company owned by each such holder. (c) The Company may select the lead underwriter and co-manager or co-managers to administer any offering of Registrable Securities pursuant to a Piggyback Registration; provided, however, that if the Company is advised Holder’s Registrable Securities that are expected to be included in writing any such offering constitute, in good faith by the managing underwriter of the Company’s securities being offered reasonable judgment, at least 25% of the shares of Common Stock expected to be Transferred in an such offering, the Holder shall have the right to appoint one co-manager (reasonably acceptable to the Company) for such offering, who shall participate in such offering on the same terms as the co-managers appointed by the Company. In connection with any underwritten public offering pursuant to a Piggyback Registration, the Holder agrees to enter into a customary underwriting agreement with the Company and the underwriters selected pursuant to the preceding sentence, such registration statement underwriting agreement to be reasonably satisfactory in form and substance to the Company, the Holder and the underwriters (it being understood that the Holder shall not be required to make any representations and warranties other than with respect to itself, its ownership of the Registrable Securities and its intended method of distribution thereof and shall not be required to provide an indemnity other than with respect to information it provides to the Company in writing expressly for use in such Piggyback Registration, and any such indemnity shall be limited in amount to be sold the net proceeds of such Piggyback Registration actually received by persons other than the Holder). (d) In the event that the Company (collectively, “Selling Stockholders”) is greater than gives the amount which can be offered without adversely affecting the marketability Holder notice of the its intention to effect an offering pursuant to a Piggyback Registration and subsequently declines to proceed with such offering, the Holder shall have no rights in connection with such offering; provided, however, that at the request of the Holder, the Company may reduce shall proceed with such offering, subject to the amount offered other terms of this Agreement, with respect to the Registrable Securities, which registration shall be deemed to be a Demand Registration for the accounts all purposes hereunder. The Holder shall participate in any offering of Selling Stockholders (including any Holders) Registrable Securities pursuant to a number reasonably deemed satisfactory by Piggyback Registration in accordance with the same plan of distribution for such managing underwriter; and provided, further, that Piggyback Registration as the securities to be excluded shall be determined in Company or the following sequence: (i) first, securities held by any Persons not having any contractual incidental holder or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares holders of Common Stock or that proposed such Piggyback Registration, as the case may be. (e) No registration of Registrable Securities to be registered effected pursuant to clauses (i) and (ii) above, such reduction a request under this Section 5.3 shall be made within each tranche on a pro rata basis (based upon deemed to have been effected pursuant to Section 5.1 and Section 5.2 or shall relieve the aggregate number Company of shares of Common Stock its obligations under Section 5.1 or Registrable Securities held by the holders in each such tranche)Section 5.2.

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

Piggyback Registration. If Without limiting any obligation of the Company at any time proposes to register any hereunder, if (i) there is not an effective Registration Statement covering all of its Common Stock under the Securities Act Registrable Securities, if the Prospectus contained therein is not available for sale use, and if Rule 144 is not available with respect to the public either Registrable Securities, and (ii) the Company shall determine to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or for the account of another Person other than Holders, others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act▇▇▇▇ ▇▇▇) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the ▇▇▇▇ ▇▇▇) or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering), then the Company shall deliver to each such time it will promptly give Holder a written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given determination and, if within 30 10 days after receipt by such Holder the date of the delivery of such notice, any such Holder shall so request in writing, the Company will, subject to the limits contained shall include in this Section 3, use its reasonable best efforts to cause such registration statement or offering statement all or any part of such Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securitiesregistered; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering shall not be required to register any Registrable Securities pursuant to such registration statement this Section 2(d) or that the amount Holders have requested to be sold by persons other than register pursuant to Section 2(b) that are the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability subject of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriterthen-effective Registration Statement; and provided, further, that the securities Company shall not be required to be excluded shall be determined in the following sequence: (i) first, securities held by include any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and which an underwriter advises the Company will materially adversely affect the price, timing or distribution of the securities held by in such offering or the Company’s ability to sell all of the securities which the Company intended to sell. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration pursuant to this Section 2(d) at any Persons having contractual incidental or “piggy back” time in its sole discretion. The Company shall not grant piggyback registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number any holders of shares of its Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of securities that are convertible into or exchangeable or exercisable for its Common Stock or Registrable Securities held by that are senior to the holders rights of the Holders set forth in each such tranchethis Section 2(d).

Piggyback Registration. If 3.1 Subsequent to the Company at Merger but prior to the two year anniversary of the Effective Date, each time Vapor proposes for any time proposes reason to register any of its Common Stock common stock under the Securities Act of 1933 (“Securities Act”) in connection with the proposed offer and sale of its common stock for sale to the public money, either for its own account or for the account on behalf of another Person any other than Holderssecurity holder (a “Proposed Registration”), other than pursuant to a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansS-8, each such time it will Vapor shall promptly give written notice of such Proposed Registration to the Holders Purchaser and shall offer the Purchaser the right to request inclusion of its intention shares of common stock underlying or issued upon exercise of the Note (the “Registrable Securities”) in the Proposed Registration. The Purchaser shall have 10 days from the receipt of such notice to effect deliver to Vapor a written request specifying the number of Registrable Securities the Purchaser intends to sell in the Proposed Registration and the Purchaser’s intended method of disposition. 3.2 In the event that the Proposed Registration by Vapor is, in whole or in part, an underwritten public offering, Vapor shall so advise the Purchaser as part of the written notice given pursuant to Section 3.1, and any request under Section 3.1 must specify that the Purchaser’s Registrable Securities be included in the underwriting on the same terms and conditions as the shares of common stock, if any, otherwise being sold through underwriters under such registration. . 3.3 Upon the receipt of a written request of any such Holder given within 30 days after receipt by such Holder of such noticepursuant to Section 3.1, the Company will, subject to the limits contained in this Section 3, Vapor shall promptly use its commercially reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests held by the Purchaser to be registered under the Securities Act (and qualified for sale included in any related qualifications under any state blue sky lawlaws or other compliance), all to the extent required to permit such sale or other disposition of said Registrable Securities; providedas set forth in the Proposed Registration. 3.4 In the event that the offering is to be an underwritten offering, however, that if the Company is advised Purchaser proposes to distribute its Registrable Securities through such underwritten offering, then the Purchaser agrees to enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by Vapor. Notwithstanding the foregoing, if in its good faith judgment, Purchaser or managing underwriter determines and advises in writing in good faith by that the managing underwriter inclusion of the CompanyRegistrable Securities proposed to be included in the underwritten public offering, together with any other issued and outstanding shares of common stock proposed to be included therein by holders other than the Purchaser would interfere with the successful marketing of such securities, then the number of the Purchaser’s securities being offered Registrable Shares to be included in an such underwritten public offering pursuant to such registration statement that shall be reduced as determined by Vapor and the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; . 3.5 Vapor’s obligations under Section 3 are subject to the Purchaser promptly supplying to Vapor the necessary information with respect to the Purchaser, its beneficial ownership of Vapor common stock and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number its proposed plan of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)distribution.

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

Piggyback Registration. (a) If the Company shall at any time proposes determine to register any equity securities of its Common Stock under the Securities Act Company for sale to the public either for its own account or for the account of another Person other holders of equity securities of the Company on any registration form (other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuccessor forms) which permits the inclusion of Registrable Securities held by any Holder (a "Piggyback Registration"), each such time it then the Company will promptly give each Holder written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company willthereof and, subject to Section 2.1(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the limits contained in this Section 3, written requests of Holders received within twenty (20) days after delivery of the Company's notice. The Company will use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests as to which registration shall have been requested to be registered under included in the Securities Act and qualified for sale under any state blue sky lawsecurities to be covered by the registration statement proposed to be filed by the Company, all to the extent required requisite to permit such the sale or other disposition of said Registrable Securities; providedby the Holder thereof. (b) If the Piggyback Registration relates to an underwritten public offering, however, that if the Company shall so advise the Holders in the written notice given pursuant to Section 2.1(a). In such event, the right of any Holder to participate in such registration shall be conditioned upon such Holder's participation in such underwriting in accordance with the terms and conditions thereof. The Board of Directors shall have the right to select the managing underwriter(s) for any underwritten Piggyback Registration. All Holders proposing to sell their Registrable Securities in such underwritten offering shall (together with the Company) enter into an underwriting agreement in customary form. (c) If such proposed Piggyback Registration is advised in writing in good faith by an underwritten offering and the managing underwriter for such offering advises the Company in writing that in their good faith opinion the securities requested to be included therein exceeds the amount of securities that can be sold in such offering such that the inclusion of such Registrable Securities would adversely affect marketing of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectivelyCompany, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded sold by the Company shall be determined in the following sequence: (i) first, securities have priority over any Registrable Securities held by any Persons not having any contractual incidental or “piggy back” registration rightsHolders, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) included by a Holder and (ii) above, such reduction other holders of the Company's securities exercising similar piggyback registration rights as the Holders shall be made within each tranche on a reduced pro rata on the basis (based upon of the aggregate number percentage of shares of Common Stock or the then outstanding Registrable Securities held by the holders in each such tranche)Holder and all such other holders exercising similar piggyback registration rights. Notwithstanding the provisions of this Section 2.1 and Section 2.5, the Company shall have the right at any time after it shall have given written notice to the Holders pursuant to Section 2.1 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after filing, but prior to effectiveness.

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

Piggyback Registration. (i) If the Company at any time or from time to time proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering of Shares for sale to cash (x) for the public either for its Company’s own account (other than registration statement on Form S-4 or S-8 (or any successor or similar form that may be adopted by the Commission)) or (y) for the account of another Person any holders of Shares, Options, or Convertible Securities, then the Company at each such time shall give prompt written notice of such proposed filing to each Warrant Holders and to each holder of Registrable Securities (but in no event less than 10 Business Days before the anticipated filing date), and such notice shall offer each Warrant Holders and each holder of Registrable Securities the opportunity to register such number of Registrable Securities as the such holder may request, by notice to the Company within 5 Business Days, on the same terms and conditions as the other than HoldersShares to be included in such offering. (ii) If the registration of which the Company gives notice pursuant to this Section 6(b) is for an underwritten public offering, (x) the notice provided by the Company shall so state, (y) the right of any holder of Registrable Securities to cause the Company to register such holders’ Registrable Securities pursuant to this Section 6(b) shall be conditioned upon the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein and (z) all holders of Registrable Securities proposing to include their Registrable Securities in the registration shall enter into an underwriting agreement in customary form for such an underwritten offering with the representative(s) of the underwriters selected by the Company. The Company shall have no obligation to consult with or obtain the consent of any Warrant Holders or any holder of Registrable Securities in selecting any underwriters or investment bankers for an offering registered pursuant to this Section 6(b). (iii) Notwithstanding any other than provision of this Section 6(b), if an offering for which the Company gives notice pursuant to Section 6(b)(i) is to be underwritten and the representative(s) of the underwriters for the offering advises the Company that marketing factors require a limitation on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity amount of securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansunderwritten, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, (x) the Company will, subject shall so advise all holders of Registrable Securities requesting registration pursuant to the limits contained in this Section 3, use its reasonable best efforts to cause all 6(b) and (y) the amount of Registrable Securities of such Holder that such Holder so requests requested to be registered under the Securities Act and qualified for sale under any state blue sky law, all offered may be excluded or reduced to the extent required necessary to permit reduce the total amount of securities to be included in such sale or other disposition offering to the amount recommended by such representative(s) of said Registrable Securitiesthe underwriters; provided, however, provided that if the Company is advised amount of securities entitled to be included in writing in good faith by the managing underwriter of registration and underwriting shall be allocated first to the securities being sold for the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company own account (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in based on the number of shares of Common Stock or such securities specified in the notice given by the Company pursuant to Section 6(b)(i)) and then to the Registrable Securities (allocated among all participating holders in proportion to the Registrable Securities to be registered by such holders in such offering). (iv) The Company may withdraw its notice of proposed registration given pursuant to clauses (iSection 6(b)(i) at any time by giving written notice to each Warrant Holders and (ii) aboveeach holder of Registrable Securities, whereupon the Company shall not be required to cause such reduction shall proposed registration to be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)effected.

Piggyback Registration. If the Company (a) Subject to Section 3(b) below, if at any time the Company proposes to register any of its Common Stock file or files a Registration Statement under the Securities Act for sale with respect to any offering of securities of the public either same type as the Registrable Securities for its own account (other than a Registration Statement on Form S-8 or Form S-4 or any successor form thereto), or for the account of another Person any security holder of securities of the same type as the Registrable Securities, then, as promptly as practicable, the Company shall give written notice of such proposed filing to each Holder and such notice shall offer the Holders the opportunity to include in such registration such number of Registrable Securities as each such Holder may request (a “Piggyback Registration”). The Company shall include in such Registration Statement all Registrable Securities requested by a Holder in writing within ten (10) calendar days after the delivery of any such notice (which Holder’s request shall specify the number of Registrable Securities intended to be disposed of by such Holder) to be included in the registration for such offering pursuant to a Piggyback Registration. Each Holder electing to participate in such Piggyback Registration shall be subject to all of the terms of such proposed registration and shall execute such usual and customary custody agreements, powers of attorney, underwriting agreements or other than Holdersdocuments as are reasonably requested or required by the Company and any underwriter of such offering. Notwithstanding anything to the contrary contained herein, other than (i) no Holder hereunder shall have any registration rights with respect to, or be permitted to include any Registrable Securities on, the Company’s previously-filed Registration Statements on Form S-4 or Form S-8 SB-2 (each as promulgated Commission File Nos. 333-123498 and 333-134085) and (ii) no Holder of Registrable Securities shall be permitted to register any Registrable Securities pursuant to the provisions hereof if such Holder may sell all of the Registrable Securities beneficially owned by such Holder under Rule 144 under the Securities ActAct within a single three month period. (b) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the The Company will, subject to the limits contained in this Section 3, shall use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter or underwriters of a proposed public offering to permit the Registrable Securities requested to be included in the registration for such offering under Sections 2(a) or 3(a) above to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters participating in such offering advises each of the Holders in writing (with a copy to the Company’s securities being offered in an underwritten public offering pursuant to such registration statement ) that the total amount of securities requested to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than included in such Demand or Piggyback Registration exceeds the amount which can be offered sold in (or during the time of) such offering without adversely affecting the marketability of the offeringoffering (including the price per share or the number of securities to be sold), then, after including all shares proposed to be sold by the Company in a Company-initiated registration or all shares proposed to be sold by the holders participating in a secondary registration on behalf of other holders of the Company’s securities, the Company may reduce the amount of securities to be offered for the accounts account of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded requesting Holders shall be determined reduced pro rata among the Holders participating in such offering on the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in basis of the number of shares of Common Stock or Registrable Securities owned by each such Holder. (c) Each Holder agrees to furnish to the Company a signed and completed Notice and Questionnaire in the form attached to this Agreement as Annex A (a “Selling Holder Questionnaire”) not less than seven (7) Trading Days prior to the proposed filing date of the Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, no Holder shall be entitled to be registered pursuant named as a selling stockholder in the Registration Statement as of the effective time thereof, and no Holder shall be entitled to clauses use the Prospectus forming a part thereof for offers and resales of Registrable Securities at any time, unless such Holder has returned a properly completed and signed Selling Stockholder Questionnaire to the Company by the deadline for response set forth in the foregoing sentence. Any Holder of Registrable Securities that has returned a properly completed and signed Selling Holder Questionnaire to the Company within the deadline set forth above shall be referred to as an “Electing Holder.” In addition, if a Holder fails to furnish any information to the Company within five (i5) and (ii) aboveTrading Days after a written request from the Company for such information, such reduction shall Holder’s name may be made within each tranche on removed or excluded from the Registration Statement or Prospectus forming a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)part thereof.

Piggyback Registration. If (a) The Company shall notify all Holders in writing at least ninety (90) days prior to the Company at filing of any time proposes to register any of its Common Stock registration statement under the Securities Act for sale purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the public either for its own account Company, but excluding registration statements relating to employee benefit plans or for the account with respect to corporate reorganizations or other transactions under Rule 145 of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) and will afford an opportunity to include in such registration statement all or their then equivalents relating part of such Registrable Securities held by such Holder. Each Holder desiring to equity securities include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be issued solely in connection filed by the Company with any acquisition respect to offerings of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansits securities, each such time it will promptly give written all upon the terms and conditions set forth herein. (b) If the registration statement under which the Company gives notice to under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of its intention to effect Registrable Securities. In such registration. Upon event, the written request right of any such Holder given within 30 days after receipt by to be included in a registration pursuant to this Section 2.3 shall be conditioned upon such Holder Holder's participation in such underwriting and the inclusion of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Holder's Registrable Securities of such Holder that such Holder so requests to be registered under in the Securities Act and qualified for sale under any state blue sky law, all underwriting to the extent required provided herein. All Holders proposing to permit distribute their Registrable Securities (and, if applicable, any and all other selling shareholders who may be permitted to register shares) through such sale underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other disposition provision of said Registrable Securities; providedthe Agreement to the contrary, however, that if the Company is advised in writing underwriter determines in good faith by the managing underwriter that marketing factors require a limitation of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares to be underwritten, the number of Common Stock or shares that may be included in the underwriting shall be allocated: (A) if such registration is initiated by the Company with respect to the issuance and sale of new shares by the Company then, first, to the Company; second, to the Holders on a PRO RATA basis based on the total number of Registrable Securities requested by each Holder to be registered pursuant registered; third, to clauses any stockholder of the Company (iother than a Holder) on a PRO RATA basis and (iiB) aboveif such registration is initiated by any person other than the Company, then first to the person initiating such registration; second, to the Company; third, to the Holders on a PRO RATA basis based on the total number of Registrable Securities requested by each Holder to be registered. No such reduction shall reduce the securities being offered by the initiating persons to be made within each tranche on a pro rata basis included in the registration and underwriting; PROVIDED, HOWEVER, that in no event shall the amount of securities of the selling Holders included in the registration be reduced below thirty percent (based upon 30%) of the aggregate total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. In no event shall shares of any other selling stockholder be included in such registration which would reduce the number of shares which may be included by Holders without the written consent of Common Stock or Holders of not less than two-thirds of the Registrable Securities held by proposed to be sold in the holders in each such tranche)offering.

Piggyback Registration. If the Company at any time proposes to register any the Company shall propose the filing of its Common Stock a Registration Statement on an appropriate form under the Securities Act for sale of any securities of the Company, but excluding Registration Statements relating to any registration under Section 11.1 or Section 11.2 or to any employee benefit plan or a corporate reorganization, then the Company shall give Purchaser notice of such proposed registration and shall include in any Registration Statement relating to such securities all or a portion of Purchaser’s Registrable Securities as Purchaser shall request, by notice given by Purchaser to the public either for its own account or for Company within twenty (20) days after the account giving of another Person other than Holderssuch notice by the Company, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition so included. In the event of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice the inclusion of Registrable Securities pursuant to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticethis Section 11.3, the Company will, subject to shall bear all of the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities Costs and Expenses of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securitiesregistration; provided, however, that if Purchaser shall be obligated to pay, pro rata based upon the number of Registrable Securities included therein, the underwriters' discounts and compensation. In the event the distribution of securities of the Company covered by a Registration Statement referred to in this Section 11.3 is advised to be underwritten, then the Company's obligation to include Registrable Securities in writing in good faith by such Registration Statement shall be subject, at the managing underwriter option of the Company, to the following further conditions: (i) The distribution for the account of Purchaser shall be underwritten by the same underwriters 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 Purchaser will enter into an agreement with such underwriters containing customary provisions; (ii) If the underwriting agreement entered into with the aforesaid underwriters contains restrictions upon the sale of securities of the Company, other than the securities which are to be included in the proposed distribution, for a period not exceeding one hundred eighty (180) days from the effective date of the Registration Statement, then such restrictions will be binding upon Purchaser and, if requested by the Company, Purchaser will enter into a written agreement to that effect; and (iii) If the underwriters state in writing that they are unwilling to include any or all of Purchaser’s securities in the proposed offering because such inclusion will materially interfere with the orderly sale and distribution of the securities being offered in an underwritten public offering pursuant to such registration statement that by the amount to be sold by persons other than the Company (collectivelyCompany, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in then the number of shares of Common Stock or Purchaser’s Registrable Securities to be registered pursuant to clauses (i) and (ii) above, included will be reduced in accordance with such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held statement by the holders in each such tranche)underwriters.

Piggyback Registration. If If, at any time, the Company at any time proposes or is required to register any of its Common Stock equity securities or securities convertible or exchangeable for equity securities under the Securities Act (other than pursuant to (i) registration on such form or similar form(s) solely for sale to the public either registration of securities in connection with an employee benefit plan or dividend reinvestment plan, Form S-8 or (ii) a merger, consolidation or acquisition, Form S-4), whether or not for its own account or for account, the account of another Person other than Holders, other than on Form S-4 or Form S-8 Company shall give at least 10 (each as promulgated under the Securities Actten) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give days written notice to the Holders of its intention to effect such registrationdo so to each Holder of record of Registrable Securities. Upon the written request of any Holder, made within 10 days following the receipt of any such Holder given within 30 days after receipt written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of such noticedistribution thereof), the Company will, subject to the limits contained in this Section 3, shall use its reasonable best efforts to cause all such Registrable Securities Securities, each Holder of such Holder that such Holder which have so requests requested the registration thereof, to be registered under the Securities Act and qualified for sale under any state blue sky law, all (with the securities which the Company at the time proposes to the extent required register) to permit such the sale or other disposition by each Holder (in accordance with the intended method of said distribution thereof) of the Registrable Securities to be so registered. There is no limitation on the number of piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect. If a registration relates to an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to have its Registrable Securities included in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting (together with the Company) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Each Holder hereby agrees that, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, such Holder shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock (or other securities) of the Company held by such Holder (other than those included for sale in the registration) for a period specified by the Company and the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed 180 days following the effective date of a registration statement of the Company filed under the Securities Act. Notwithstanding any other provision of this Agreement, if the underwriter or underwriters reasonably determine in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated as follows: (i) first, to the securities the Company proposes to sell; (ii) second, to the Registrable Securities requested to be included in such registration by the Holders seeking registration under this Section 2 on a pro rata basis based on the total number of Registrable Securities held by such Holders; and (iii) third, to the Registrable Securities held by Holders other than Holders who requested that their Registrable Securities be included in such registration under this Section 2 pro rata based on the total number of Registrable Securities held by such Holders; provided, however, that if in no event shall the amount of securities of the participating Holders included in the registration be reduced below 25% of the total amount of securities included in such offering. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company is advised in writing in good faith by and the managing underwriter underwriter, delivered at least 10 days prior to the effective date of the Company’s securities being offered in an underwritten public offering pursuant registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company or corporation, the partners, former partners, members, former members and stockholders of such Holder, or the estates and family members of any such partners, former partners, members, former members or stockholders and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded Holder” shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2 prior to the effectiveness of Common Stock such registration whether or Registrable Securities held not any Holder or any stockholder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the holders Company in each such tranche)accordance with Section 4.

Piggyback Registration. If (a) Each time the Company at any time proposes determines to register any of its equity securities for the account of a holder of Common Stock (other than a registration solely to implement an employee benefit plan or a transaction to which Rule 145 under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticeis applicable), the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rightspromptly give to each Investor written notice thereof, and (ii) secondinclude in the registration, Registrable and in any underwritten offering made in connection therewith, the Registerable Securities and securities held of the Investors specified in any written requests given to the Company by any Persons having contractual incidental or “piggy back” such Investor desiring to participate in the registration rights and offering within five (5) days after the date of the Company's notice to the Investors. (b) If the registration is in connection with an underwritten offering, the right of any Investor to registration pursuant to this Section shall be conditioned upon the Investor's participation in the underwriting and the inclusion of the Investor's Registerable Securities in the underwriting. All Investors proposing to distribute Registerable Securities through the underwriting (together with the Company and any other shareholders distributing their securities through the underwriting) shall enter into an underwriting agreement which is not in customary form with the underwriter selected by the Company. Notwithstanding any other provision of this AgreementSection 8.2, if the underwriter determines in its sole discretion that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the number of Registerable Securities to be included in the registration and underwriting. If there is a reduction necessary, the Registerable Securities to be included in the registration and underwriting will be allocated among all Investors who have elected to participate therein and other shareholders who have been given the right to participate therein, proportionately, based upon the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Registerable Securities held by each participating shareholder. Subject to the holders in each such tranche)terms and conditions of the underwriting agreement, any participating shareholder may elect at any time to withdraw from the registration and underwriting by written notice to the Company, the underwriter and the other participants.

Piggyback Registration. (a) If the Company at any time or times after the date hereof while any Registrable Securities are outstanding the Company proposes to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account any shares of another Person Common Stock (other than Holders(i) a registration on Form S-8 or any successor form or in connection with any employee or director welfare, other than benefit or compensation plan, (ii) a registration on Form S-4 or Form S-8 any successor form or in connection with an exchange offer, (each as promulgated iii) a registration in connection with a securities or rights offering exclusively to the Company's securityholders, (iv) a registration in connection with an offering solely to employees of the Company or its affiliates, (v) a registration relating to a transaction pursuant to Rule 145 or any other similar rule of the Commission under the Securities ActAct or (vi) a shelf registration), then the Company will give written notice of such proposed registration to the Holders at least twenty (20) days before the filing of any Registration Statement with respect thereto. If within ten (10) days after such notice is given, the Company receives a written request from any Holder for the inclusion in such Registration Statement of some or their then equivalents relating to equity securities all of the Registrable Securities held by such Holder (which request will specify the number of Registrable Securities intended to be issued solely disposed of by such Holder and the intended method of distribution thereof), the Company will (subject to the provisions of paragraphs (b) and (c) of this Section 3) include such Registrable Securities in such Registration Statement. The Company may withdraw a Registration Statement filed under this Section 3 at any time prior to the time it becomes effective, provided that the Company will give prompt notice of such withdrawal to the Holders which requested to be included in such Registration Statement. (b) In connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in Underwritten Offering under this Section 3, use its reasonable best efforts the Company will not be required to cause all include a Holder's Registrable Securities of in such Underwritten Offering unless such Holder that such Holder so requests to be registered under accepts the Securities Act and qualified for sale under any state blue sky law, all to terms of the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if underwriting as agreed upon between the Company is advised in writing in good faith and the underwriters selected by the Company. If the managing underwriter underwriter(s) of an Underwritten Offering under this Section 3 advises the Company’s securities being offered in an underwritten public offering pursuant to such registration statement Company that the amount number of securities to be sold in such Underwritten Offering, including by persons Persons other than the Company (including the Holders) (collectively, “the "Selling Stockholders”) "), is greater than the amount number which can be offered without adversely affecting impacting such Underwritten Offering, including, without limitation, the marketability price range or probability of success of such Underwritten Offering, then the offering, Company will include in such Underwritten Offering the number of securities which the managing underwriter(s) advises the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by be included in such managing underwriter; and provided, further, that the securities to be excluded shall be determined Underwritten Offering without such adverse impact in the following sequence: priority: (i) if such registration as initially proposed by the Company was solely a primary registration of its securities, (A) first, all securities held by any Persons not having any contractual incidental or “piggy back” registration rightsthe Company proposes to sell, and (iiB) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities proposed to be registered pursuant sold by the Holders and (C) third, securities proposed to clauses (i) be sold by all Selling Stockholders other than the Holders, allocated among such Selling Stockholders in accordance with the priorities then existing among the Company and such Selling Stockholders. (ii) aboveif such registration as initially proposed by the Company was in whole or in part requested by holders of securities of the Company (other than Holders) pursuant to demand registration rights, (A) first, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities securities held by the holders initiating such registration and, if applicable, any securities proposed by the Company to be sold for its own account, allocated in each accordance with the priorities then existing among the Company and such tranche)holders, (B) second, any Registrable Securities requested to be included in such registration by the Holders, and (C) third, any other securities of the Company proposed to be included in such registration, allocated among the holders thereof in accordance with the priorities then existing among the Company and such holders. (d) Each Holder hereby agrees that such Holder may not participate in any Underwritten Offering unless such Holder (a) agrees to sell such Holder's Registrable Securities on the basis provided in the underwriting arrangements applicable to such Underwritten Offering and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of the underwriting arrangements for such Underwritten Offering.

Piggyback Registration. If the Company at any time or from time to time after the date hereof AROC proposes to register any of its Common Stock under the Securities Act for sale to the public either effect a Piggyback Registration for its own account or for the account of another Person a security holder or holders (other than Holdersholders of Registrable Securities), other than on Form S-4 then AROC shall: (a) promptly give to each holder of Registrable Securities notice thereof (which notice shall include a list of the jurisdictions in which AROC intends to attempt to qualify such securities under or Form S-8 (each as promulgated under otherwise comply with the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option applicable blue sky or other employee benefit plansstate securities laws); and (b) include in such Piggyback Registration (and any related qualification under or other compliance with blue sky or other state securities laws), each such time it will promptly give written notice to and in any underwriting involved therein, all the Holders of its intention to effect such registration. Upon the written request of any such Holder given Registrable Securities specified in a request, made within 30 15 days after receipt by such Holder of such noticenotice from AROC, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities by any holder of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if AROC shall not be required to include any securities of holders of Registrable Securities in such registration unless such holders accept the Company is advised in writing in good faith by the managing underwriter terms of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that underwriting as agreed upon between AROC and the amount to be sold underwriters selected by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriterit; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there if such Piggyback Registration is a reduction in Cutback Registration, then the number of shares of Common Stock to be included in the underwriting or registration shall be allocated first to AROC, the holders of Registrable Securities to be registered pursuant to clauses and the Electing Holders (i) and (ii) abovepro rata, such reduction shall be made within each tranche based on a pro rata basis (based upon the aggregate total number of shares of securities of AROC, including Registrable Securities, requested by AROC and each such holder to be included therein); and thereafter to any other holders requesting inclusion in the registration on the basis of the number of shares each other requesting holder requests be included bears to the total number of shares of all other holders of Common Stock that have been requested be included in such registration. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from AROC, the underwriter, or the holders of Registrable Securities. The securities so excluded shall also be withdrawn from registration. (i) If, at any time after giving written notice of its intention to register any of its Common Stock and before the effective date of the registration statement filed in connection with the registration, AROC determines for any reason not to register its Common Stock, AROC may, at its election, give written notice of its determination to the holders of Registrable Securities held by and the Electing Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with that registration, without prejudice, however, to the future rights of the holders of Registrable Securities under this Section, (ii) if AROC determines in each such tranche)its discretion to delay the registration of its Common Stock, AROC shall be permitted to delay the registration of any Registrable Securities for the same period as the delay in registering any other Common Stock, and (iii) AROC is not required to effect any registration for a requesting holder of Registrable Securities pursuant to this Section 2 unless it receives reasonable assurances that the requesting holder of Registrable Securities will pay any expenses required to be paid by it as a provided in Section 5. (d) The rights of holders with respect to Piggyback Registrations shall be pari passu with the piggyback registration rights of ▇▇▇▇▇▇ Holders and the EnCap Holders.

Piggyback Registration. If (a) Following the Company occurrence of an Event of Default (as defined in the Credit Agreement), if the Partnership shall at any time proposes propose to register any of its Common Stock file a registration statement under the Securities Act for an offering, or otherwise conduct an offering (whether proposed to be offered for sale to by the public either Partnership or by any Person) of equity securities of the Partnership for its own account or for the account of another Person cash (other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents an offering relating solely to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other an employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticeplan) (a “Piggyback Registration”), the Company will, subject to Partnership shall give the limits contained in this Section 3, Administrative Agent notice thereof and shall use its reasonable best efforts to cause all conduct such offering in a manner which would permit the inclusion of Registrable Securities in such offering and include such number or amount of Registrable Securities (the “Included Registrable Securities”) held by each Holder as such Holder that such Holder so requests to be registered under in writing. If the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public proposed offering pursuant to this Section 2.2(a) shall be an underwritten offering and the Managing Underwriter(s) of such registration statement offering, in their good faith opinion, advise the Partnership and the Holders who have made a request in writing to include Registrable Securities, that the amount to be sold by persons other than inclusion of all or some of the Company (collectively, “Selling Stockholders”) is greater than Holders’ Registrable Securities would adversely and materially affect the amount which can be offered without adversely affecting the marketability success of the offering, the Company may reduce the amount offered for the accounts Partnership shall include in such offering only that number or amount, if any, of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory Registrable Securities held by such managing underwriter; and providedHolders which, further, that the securities to be excluded shall be determined in the following sequence: (i) firstgood faith opinion of the Managing Underwriter(s), securities held by any Persons will not having any contractual incidental or “piggy back” registration rightsso adversely and materially affect the offering, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, included in such reduction offering shall be made within each tranche allocated among the Holders that have requested in writing to have Registrable Securities included in such offering on a pro rata basis (based upon on the aggregate number of shares of Common Stock or Registrable Securities held requested by each such Holder to be included in such offering. Except as set forth herein, all Registration Expenses of any such registration and offering shall be paid by the holders Partnership, without reimbursement by any Holder. (b) Notwithstanding Section 2.2(a), if, at any time after giving written notice of its intention to conduct or facilitate a Piggyback Registration, the Partnership shall determine for any reason not to conduct or facilitate such Piggyback Registration, the Partnership may, at its election, give written notice of such determination to the Administrative Agent, if any Holder requested the inclusion of Registrable Securities in each such tranchePiggyback Registration, and thereupon the Partnership shall be relieved of its obligation to include the Registrable Securities requested to be included by any Holder (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith). (c) No inclusion of Registrable Securities in any Piggyback Registration under this Section 2.2 shall relieve the Partnership of its obligations, if any, to effect the registration of Registrable Securities or facilitate a Shelf Takedown pursuant to Section 2.1 and Section 2.3.

Piggyback Registration. If the Company at any time proposes shall determine to register any of its Common Stock under the Securities Act for sale to the public securities either for its own account or for the account of another Person any other than Holderssecurity holder, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents a registration relating solely to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice or a registration relating solely to the Holders of its intention to effect such registration. Upon the written request of a Rule 145 transaction, or a registration on any such Holder given within 30 days after receipt by such Holder of such noticeregistration form that does not permit secondary sales, the Company will, subject to : (i) promptly give the limits contained in this Section 3, Holder written notice thereof; and (ii) use its reasonable best efforts to cause all Registrable Securities of include in such Holder that such Holder so requests to be registered registration (and any related qualification under the Securities Act and qualified for sale under any state blue sky lawlaws or other compliance), and in any underwriting involved therein, all to the extent required to permit such sale Warrant Shares specified in a written request or other disposition of said Registrable Securities; providedrequests, however, that if made by the Holder and received by the Company is advised in writing in good faith by within twenty (20) days after the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than written notice from the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined described in the following sequence: clause (i) first, securities held above is mailed or delivered by any Persons not having any contractual incidental the Company. Such written request may specify all or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreementa part of the Holder’s Warrant Shares. If there is a reduction Holder participates in an offering under this Section 11.2, the number Holder agrees to sell its Warrant Shares on the same terms as the sale of other shares of Common Stock in the offering and agree to execute such documents as shall be reasonably requested by the Company or Registrable Securities to be its counsel in connection with such offering. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holder as a part of the written notice given pursuant to clauses (i) and (ii) abovethis Section. In such event, such reduction the right of the Holder to registration pursuant to this Section shall be made within each tranche on a pro rata basis (based conditioned upon the aggregate number Holder’s participation in such underwriting and the inclusion of shares the Holder’s Warrant Shares in the underwriting to the extent provided herein. The Holder shall (together with the Company and the other holders of Common Stock securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or Registrable Securities held underwriters selected by the holders in each such tranche)Company.

Piggyback Registration. If 2.1.1 Subject to the Company terms hereof, if: (i) at any time proposes or from time to time the Company or any shareholder of the Company shall determine to register any of its Common Stock under the Securities Act securities (except for sale registration statements on Form S-8 or relating to the public employee benefit plans or exchange offers), either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securitiesa security holder; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) secondthe Purchaser is the beneficial owner of any Registrable Securities; the Company will promptly give to the Purchaser written notice thereof no less than 10 days prior to the filing of any registration statement; and include in such registration (and any related qualification under blue sky laws or other compliance), and in the underwriting involved therein, if any, such Registrable Securities and securities as Purchaser may request in a writing delivered to the Company within 5 days after Purchaser's receipt of Company's written notice. 2.1.2 The Purchaser may participate in any number of registrations until all of the Registrable Securities held by any Persons having contractual incidental or “piggy back” registration rights such Purchaser have been distributed pursuant to a registration. 2.1.3 If any registration statement is an Underwritten Public Offering, the right of a Purchaser to registration pursuant to this Section shall be conditioned upon such Purchaser's participation in such reasonable underwriting arrangements as the Company shall make regarding the offering, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. The Purchaser and all other shareholders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement which is not in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement. If there is a reduction Section, if the managing underwriter concludes in its reasonable judgment that the number of shares to be registered for selling shareholders (including the Purchaser) would materially adversely effect such offering, the number of Shares to be registered, together with the number of shares of Common Stock or Registrable Securities other securities held by other shareholders proposed to be registered pursuant to clauses (i) and (ii) abovein such offering, such reduction shall be made within each tranche reduced on a pro rata basis (based upon on the aggregate number of Shares proposed to be sold by the Purchaser as compared to the number of shares proposed to be sold by all shareholders. If a Purchaser disapproves of Common Stock or the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than ten days before the effective date. The Registrable Securities held excluded by the holders managing underwriter or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in each a public distribution prior to 120 days after the effective date of the registration statement relating thereto, or such tranche)other shorter period of time as the underwriters may require. 2.1.4 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration whether or not a Purchaser has elected to include securities in such registration.

Piggyback Registration. If the Company (a) If, at any time commencing after the effective date of the Registration Rights and expiring on the seventh (7th) anniversary of the effective date of the Registration Statement, the Company proposes to register any of its Common Stock securities under the Securities Act for sale to the public Act, either for its own account or for the account of another Person any other security holder or holders of the Company possessing registration rights ("Other Stockholders") (other than Holderspursuant to Form S-4, other than on Form S-4 or Form S-8 or comparable registration statement), it shall give written notice, at least thirty (each as promulgated under 30) days prior to the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition filing of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice registration statement, to the Representative and to all other Holders of Warrants, Shares, Underlying Warrants and/or shares of Common Stock issuable upon exercise of the Underlying Warrants (collectively, "Registrable Securities") of its intention to effect such registrationdo so. Upon If the written request Representative or other Holders of Registrable Securities notify the Company within twenty-one (21) days after the receipt of any such Holder given within 30 days after receipt by notice of its or their desire to include any such Holder of securities in such noticeproposed registration statement, the Company willshall afford the Representative and such other Holders of such securities the opportunity to have any such securities registered under such registration statement. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, subject the Company shall so advise the Representative and such other Holders as part of the written notice given pursuant to Section 7.3(a) hereof. The right of the limits contained in Representative or any such other Holder to registration pursuant to this Section 3, use its reasonable best efforts to cause all 7.3 shall be conditioned upon their participation in such underwriting and the inclusion of their Registrable Securities of such Holder that such Holder so requests to be registered under in the Securities Act and qualified for sale under any state blue sky law, all underwriting to the extent required hereinafter provided. The Representative and all other Holders proposing to permit distribute their securities through such sale underwriting shall (together with the Company and any officer, directors or Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company. Notwithstanding any other disposition provision of said Registrable Securities; providedthis Section 7.3, however, that if the representative of the underwriter or underwriters advises the Company is advised in writing in good faith by the managing underwriter that marketing factors require a limitation or elimination of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities other securities to be registered pursuant to clauses (i) and (ii) aboveunderwritten, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate representative may limit the number of shares of Common Stock or other securities to be included in the registration and underwriting. The Company shall so advise the Representative and all other Holders of Registrable Securities held by requesting registration, and the holders number of shares of Common Stock or other securities that are entitled to be included in the registration and underwriting shall be allocated among the Representative and other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such tranche)registration at the time of filing the registration statement. (c) 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 Section 7.3(a) hereof (irrespective of whether a written request for inclusion of any such securities shall have 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 the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person other than HoldersHolder, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche).

Piggyback Registration. a. The registration rights granted herein may be exercised by a Purchaser on not more than two occasions. If the Company at any time proposes or from time to time, IIS shall determine to register any of its Common Stock under the Securities Act for sale to the public either Stock, for its own account or for the account of another Person any of its other than Holdersshareholders, other than (X) a registration on Form S-4 S-8, or Form S-8 (each as promulgated under the Securities Act) or their then equivalents its successor form, relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice (Y) a registration on Form S-4, or its successor form, relating to a transaction of the type specified in paragraph (a) of SEC Rule 145, a merger in which the applicable state law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired, an exchange offer for securities of the issuer or another entity or any combination of the foregoing or relating to the Holders of its intention to effect such registration. Upon the written request or resale of any such Holder given securities acquired pursuant to such a registration statement, or (Z) a transaction relating solely to the sale of debt, convertible debt or convertible preferred instruments, which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, IIS will: i. give Purchasers written notice thereof as soon as practicable prior to filing the registration statement; and ii. include in such registration and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 30 fifteen (15) days after receipt by such Holder of such noticewritten notice from IIS by Purchasers, except as set forth in Subsection 5.b. below. b. If the registration is for a registered public offering involving an underwriting, IIS shall so advise Purchasers as a part of the written notice given pursuant to Subsection 5.a.i. In such event, the Company will, subject right of Purchasers to registration pursuant to Section 5 shall be conditioned upon Purchasers' participation in such underwriting and the limits contained in this Section 3, use its reasonable best efforts to cause all inclusion of Purchasers' Registrable Securities of such Holder that such Holder so requests to be registered under in the Securities Act and qualified for sale under any state blue sky law, all underwriting to the extent required to permit provided herein. Purchasers, IIS and any other holders of securities of IIS distributing their securities through such sale underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by IIS. Notwithstanding any other disposition provision of said Registrable Securities; providedthis Section 5, however, that if the Company is advised in writing in good faith by the managing underwriter determines that marketing factors require a limitation of the Company’s number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting. IIS shall so advise Purchasers and any other holders distributing their securities being offered in an underwritten public offering through such underwriting pursuant to such piggyback registration statement that the amount rights similar to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rightsthose granted hereunder, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to and other securities that may be registered pursuant to clauses (i) included in the registration and (ii) above, such reduction underwriting shall be made within each tranche on a pro rata basis (based upon allocated among Purchasers and all such other holders in proportion, as nearly as practicable, to the aggregate number respective amounts of shares of Common Stock or Registrable Securities held by Purchasers and such other holders at the holders in each time of filing the registration statement. If any holder disapproves of the terms of any such tranche)underwriting, such holder may elect to withdraw therefrom by written notice to IIS and the managing underwriter.

Piggyback Registration. If the Company (a) If, at any time commencing after the date of this Agreement, the Company proposes to register any of its Common Stock securities under the Securities Act for sale to (with the public exception of a registration statement on Form S-8 or S-4 or subsequent similar forms), either for its own account or for the account of another Person any other than Holderssecurity holder of the Company possessing registration rights ("Other Stockholders"), other than on Form S-4 or Form S-8 it shall give written notice, at least thirty (each as promulgated under 30) days prior to the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition filing of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice registration statement, to the Holder and to all other Holders of warrants with registration rights of the opportunity to register the Common Stock underlying such warrants (collectively, "Registrable Securities") of its intention to effect such registrationdo so. Upon If the written request Holder or other Holders of Registrable Securities notify the Company within twenty-one (21) days after the receipt of any such Holder given within 30 days after receipt by notice of its or their desire to include any such Holder of securities in such noticeproposed registration statement, the Company willshall afford the Holder and such other Holders of such securities the opportunity to have any such securities registered under such registration statement. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, subject the Company shall so advise the Holder and such other Holders as part of the written notice given pursuant to Section 7.2(a) hereof. The right of the limits contained in Holder or any such other Holder to registration pursuant to this Section 3, use its reasonable best efforts to cause all 7.2 shall be conditioned upon their participation in such underwriting and the inclusion of their Registrable Securities of such Holder that such Holder so requests to be registered under in the Securities Act and qualified for sale under any state blue sky law, all underwriting to the extent required hereinafter provided. The Holder and all other Holders proposing to permit distribute their securities through such sale underwriting shall (together with the Company and any officer, directors or Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter selected by the Company. Notwithstanding any other disposition provision of said Registrable Securities; providedthis Section 7.2, however, that if the underwriter advises the Company is advised in writing in good faith by the managing underwriter that marketing factors require a limitation or elimination of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities other securities to be registered pursuant to clauses (i) and (ii) aboveunderwritten, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate underwriter may limit the number of shares of Common Stock or other securities to be included in the registration and underwriting. The Company shall so advise the Holder and all other Holders of Registrable Securities held by requesting registration, and the holders number of shares of Common Stock or other securities that are entitled to be included in the registration and underwriting shall be allocated among the Holder and other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such tranche)registration at the time of filing the registration statement. (c) Notwithstanding the provisions of this Section 7.2, the Company shall have the right at any time after it shall have given written notice pursuant to Section 7.2(a) hereof (irrespective of whether a written request for inclusion of any such securities shall have 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) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1) at any time proposes and from time to register any of its Common Stock under the Securities Act for sale time, it will, prior to the public either for its own account or for the account of another Person other than Holderssuch filing, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders all Shareholders of its intention to effect such registrationdo so. Upon the written request of any such Holder a Shareholder or Shareholders, given within 30 twenty (20) days after receipt by the Company provides such Holder notice (which request shall state the intended method of disposition of such noticeRegistrable Shares), the Company will, subject to the limits contained in this Section 3, shall use its reasonable best efforts to cause all Registrable Securities of Shares which the Company has been requested by such Holder that such Holder so requests Shareholder or Shareholder to register to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required necessary to permit such their sale or other disposition in accordance with the intended methods of said Registrable Securitiesdistribution specified in the request of such Shareholder or Shareholders; provided, however, that if the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Shareholder. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is advised a registered public offering involving an underwriting, the Company shall so advise the Shareholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Shareholder to include its Registrable Shares in writing such registration pursuant to Section 2.2 shall be conditioned upon such Shareholder’s participation in good faith such underwriting on the terms set forth herein. All Shareholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company; provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Shareholders materially greater than the obligations of the Shareholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.2, if the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement determines that the amount inclusion of all shares requested to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without registered would adversely affecting the marketability of affect the offering, the Company may reduce limit the amount offered for the accounts number of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities Registrable Shares to be excluded included in the registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be determined allocated in the following sequence: (i) first, manner. The securities of the Company held by any Persons not having any contractual incidental or “piggy back” the officers and directors of the Company shall be excluded from such registration rightsand underwriting to the extent deemed advisable by the managing underwriter and then, and, if a further limitation on the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Shareholders and Other Holders requesting registration in proportion, as nearly as practicable (ii) secondand subject to a Series A Holder’s rights under Section 2.1(d)), Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the respective number of shares of Common Stock or (on an as-converted basis) which they held at the time the Company gives the notice specified in Section 2.2(a); provided, however, that the number of Registrable Securities Shares permitted to be registered pursuant included therein shall in any event be at least 50% of the securities included therein (based on aggregate market values). If any Shareholder or Other Holder would thus be entitled to clauses (i) include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Shareholders and (ii) aboveOther Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any Other Holder disapproves of the terms of any such underwriting, such reduction person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each withdrawn from such tranche)registration.

Piggyback Registration. If Subject to the provisions of section 7.2, if at ---------------------- any time or from time to time prior to the period which ends one (1) year following the exercise period of this Option, as specified in Section 1.4 the Company at any time proposes shall determine to register any of its Common Stock file a registration statement under the Securities Act for sale to any sales of Shares of the public Common Stock (or any warrants, units, convertible securities, rights or other securities linked or bundled with any shares of Common Stock register any of its securities), either for its own account or for the account of another Person other than Holdersotherwise, other than registrations relating solely to securities to be issued by the Company in connection with any acquisition, employee stock option or employee stock purchase or savings plan on Form S-4 or Form S-8 (each as promulgated or successor forms) under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will: (a) Give to each Holder written notice of its determination (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) no later then thirty (30) days before its filing with the Securities and Exchange Commission; and (b) Include in such registration and any related qualification under blue sky laws or other compliance, subject to and in any underwriting in connection with the limits contained in this Section 3registrations, use its reasonable best efforts to cause all the Registrable Securities specified in a written request or requests, made within such thirty (30) day period by Holder or Registrable Securities Holders, except as set forth in Section 7.1 (c) and 7.2 below (c) If the registration of which the Company gives notice under Section 7.1 (a) is for a registered public offering involving an underwriting, the Company shall so advise the Registrable Securities Holders as part of the written notice under that section. In that event, the right of any Registrable Securities Holder to registration under such section shall be conditioned on the participation in the underwriting of that Registrable Securities Holder and the inclusion of that such Holder so requests to be registered under Registrable Security Holder's Registrable Securities in the Securities Act and qualified for sale under any state blue sky law, all underwriting to the extent required provided in this section. All Registrable Securities Holders proposing to permit such sale distribute their securities through the underwriting shall, together with the Company, enter into an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other disposition provision of said Registrable Securities; providedthis section, however, that if the Company is advised in writing underwriter determines in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount inclusion of such Registrable Securities would jeopardize the successful sale of such other securities proposed to be sold by persons other than such underwriter, the underwriter may exclude all Common Stock except that being sold on behalf of the Company (collectively, “Selling Stockholders”) is greater than or limit the amount of non-Company Common Stock, in which can case the Registrable Securities Holders shall be offered without adversely affecting the marketability entitled to participate in such registration in proportion to their relative holdings of the offeringRegistrable Securities, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which if it is not this Agreement. If there is a reduction in the first registered offering the -------- underwriter may limit the number of shares of Common Stock or Registrable Securities to be registered pursuant included in the registration and underwriting unless (and except and to clauses the extent that) there is included (ior has previously been included) and (ii) above, such reduction shall be made within each tranche on in a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche).registration under this

Piggyback Registration. If the Company (a) If, at any time proposes when there are Registrable Securities then outstanding, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to register any of its Common Stock under prepare and file with the Securities Act for sale SEC a registration statement relating to the public either an offering for its own account or for the account of another Person others under the Securities Act of any of its equity securities (other than Holders, other than a registration statement relating to a rights offering or on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of or merger with any entity or business or equity securities issuable in connection with stock option the Company’s equity incentive or other employee benefit plans), and even if there is such an effective Registration Statement covering all of the Registrable Securities, in the event that such offering for its own account or the account of others is to be underwritten, then the Company shall deliver to each such time it will promptly give Holder a written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given determination, and if, within 30 ten (10) days after receipt by such Holder the date of the delivery of such notice, any such Holder shall so request in writing, the Company will, subject to the limits contained in this Section 3, shall use its commercially reasonable best efforts to cause include in such registration statement all or any part of any Registrable Securities of such Holder that such Holder so requests to be registered registered. The Company shall have the right to postpone, terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. (b) The right of any Holder to registration pursuant to this Section 2.2 in connection with an underwritten offering shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities Act and qualified for sale under any state blue sky law, all in the underwriting to the extent required provided herein. Each Holder proposing to permit distribute its securities through such sale underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement with the managing underwriter(s) selected for such underwriting by the Company or other disposition holder of said Registrable Securities; providedsecurities having the right to select such managing underwriter(s) (such underwriting agreement to be in the form negotiated by the Company). Notwithstanding any other provision of this Section 2.2, however, that if the Company is advised in writing in good faith by the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Company’s Board in writing that in its or their good faith opinion the number of Registrable Securities requested to be included in the offering thereby and all other securities being offered in an underwritten public offering pursuant to such registration statement that the amount proposed to be sold by persons other than in the Company (collectively, “Selling Stockholders”) is greater than offering exceeds the amount number which can be offered sold in such underwritten offering without adversely affecting the marketability success of the such offering, in light of market conditions, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by Registrable Securities and such managing underwriter; and provided, further, that the other securities to be excluded included in such underwritten offering shall be determined in the following sequence: allocated, (i) first, up to the total number of securities held that the Company has requested to be included in such registration, if such registration has been initiated by the Company, or that any Persons not having any contractual incidental or “piggy back” other holder of securities has requested to be included in such registration, if such registration rightshas been initiated by such other holder, and (ii) second, Registrable Securities and only if all the securities held referred to in clause (i) have been included, all other securities proposed to be included in such offering by any Persons having contractual incidental or “piggy back” Holders and other holders with registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in (pro rata based upon the number of shares securities that each of Common Stock or Registrable Securities them shall have so requested to be registered pursuant to clauses (iincluded in such offering) and (ii) abovethat, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such reduction Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter (provided that, if the managing underwriter(s) have provided such Holder with written notice of the date on which the applicable Registration Statement will become effective no later than five (5) Business Days prior to such effectiveness date, such Holder’s written notice of such election must be given at least two (2) Business Days prior to effectiveness of the applicable Registration Statement). Any securities excluded or withdrawn from such underwriting shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each withdrawn from such tranche)registration.

Piggyback Registration. (i) If the Company at any time proposes or from time to time when any registration statement referred to in Section 2(a) is not effective, the Company shall determine to register any of its Common Stock under the Securities Act for sale to the public either securities, for its own account or for the account of another Person other than Holdersany of its stockholders, other than a registration relating solely to employee share option plans or pursuant to an acquisition transaction on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticeS-4, the Company will, subject : (A) provide to the limits contained Stockholders written notice thereof as soon as practicable prior to filing the registration statement; and (B) include in this Section 3such registration and in any underwriting involved therein, use its reasonable best efforts to cause all of the Registrable Securities specified in a written request by the Stockholders made within fifteen (15) days after receipt of such Holder that written notice from the Company. (ii) If the Registration is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to this Section. In such Holder so requests to be registered under event, the rights of the Stockholders hereunder shall include participation in such underwriting and the inclusion of the Registrable Securities Act and qualified for sale under any state blue sky law, all in the underwriting to the extent required provided herein. To the extent that a Stockholder proposes to permit distribute its securities through such sale underwriting, such Stockholder shall (together with the Company and any other securityholders of the Company distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other disposition provision of said this Section, if the managing underwriter of such underwriting determines that marketing factors require a limitation of the number of shares to be offered in connection with such underwriting, the managing underwriter may limit the number of Registrable Securities; Securities to be included in the registration statement and underwriting (provided, however, that if (a) the Registrable Securities shall not be excluded from such underwritten offering prior to any securities held by officers and directors of the Company is advised or their affiliates, (b) the Registrable Securities shall be entitled to at least the same priority in writing in good faith by the managing underwriter an underwritten offering as any of the Company’s securities being offered existing securityholders, and (c) the Company shall not enter into any agreement that would provide any securityholder with priority in connection with an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting priority granted to the marketability Stockholders hereunder). The Company shall so advise any of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) its other securityholders who are distributing their securities through such underwriting pursuant to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” their respective piggyback registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to and other securities that may be registered pursuant to clauses (i) included in the registration and (ii) above, such reduction underwriting shall be made within each tranche on a pro rata basis (based upon allocated among the aggregate number Stockholders and all other securityholders of shares the Company in proportion, as nearly as practicable, to the respective amounts of Common Stock or Registrable Securities held by the holders Stockholders and such other securityholders at the time of the filing of the registration statement. If any Stockholder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company. Any Registrable Securities so excluded or withdrawn from such underwriting shall be withdrawn from such registration statement. (i) The Company shall not be required to give notice to the Stockholders in each such tranche)accordance with this Section 2(b) or include the Registrable Securities in any registration referred to in this Section 2(b) if the registration referred to in Section 2(a) hereof is effective.

Piggyback Registration. (a) If the Company at any time proposes or from time to time the Company shall determine to register any of its Common Stock under the Securities Act for sale to the public either securities, for its own account or for the account of another Person other than Holdersany of its shareholders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents a registration relating solely to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice or a registration relating solely to an SEC Rule 145 transaction, a transaction relating solely to the Holders sale of its intention debt or convertible debt instruments or a registration on any form (other than Form ▇-▇, ▇-▇ or S-3, or their successor forms) which does not include substantially the same information as would be required to effect such registration. Upon be included in a registration statement covering the written request sale of any such Holder given within 30 days after receipt by such Holder of such noticeRegistrable Securities, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: will (i) first, securities held by any Persons not having any contractual incidental or “piggy back” give to the Purchaser written notice thereof as soon as practicable prior to filing the registration rights, statement and (ii) second, include in such registration and in any underwriting involved therein all the Registrable Securities (except that only Shares and securities held Warrant Shares may be included during the two years following the Closing) specified in a written request, made within 15 days after receipt of such written notice from the Company by any Persons having contractual incidental or “piggy back” the Purchaser, except as set forth in subsection 10.3(b). (b) If the registration rights is for a registered public offering involving an underwriting, the Company shall so advise the Purchaser as a part of the written notice given pursuant to Section 10.3(a). In such event, the right of the Purchaser to registration pursuant to this Section 10.3 shall be conditioned upon the Purchaser's participation in such underwriting and the inclusion of the Purchaser's Registrable Securities in the underwriting. The Purchaser and the Company shall enter into an underwriting agreement which is not in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement. If there is Section 10.3, if the managing underwriter determines that marketing factors require a reduction in limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Common Stock or Registrable Securities to be registered pursuant to clauses (i) included in the registration and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)underwriting.

Piggyback Registration. If 2.2.1 Subject to the Company terms hereof, if: (i) at any time proposes or from time to time the Company or any shareholder of the Company shall determine to register any of its Common Stock under the Securities Act securities (except for sale registration statements on Form S-8 or relating to the public employee benefit plans or exchange offers), either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securitiesa security holder; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) secondthe Purchaser is the beneficial owner of any Registrable Securities; the Company will promptly give to the Purchaser written notice thereof no less than 10 days prior to the filing of any registration statement; and include in such registration (and any related qualification under blue sky laws or other compliance), and in the underwriting involved therein, if any, such Registrable Securities and securities as Purchaser may request in a writing delivered to the Company within 5 days after Purchaser's receipt of Company's written notice. 2.2.2 The Purchaser may participate in any number of registrations until all of the Registrable Securities held by any Persons having contractual incidental or “piggy back” registration rights such Purchaser have been distributed pursuant to a registration. 2.2.3 If any registration statement is an Underwritten Public Offering, the right of a Purchaser to registration pursuant to this Section shall be conditioned upon such Purchaser's participation in such reasonable underwriting arrangements as the Company shall make regarding the offering, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. The Purchaser and all other shareholders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement which is not in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement. If there is a reduction Section, if the managing underwriter concludes in its reasonable judgment that the number of shares to be registered for selling shareholders (including the Purchaser) would materially adversely effect such offering, the number of Shares to be registered, together with the number of shares of Common Stock or Registrable Securities other securities held by other shareholders proposed to be registered pursuant to clauses (i) and (ii) abovein such offering, such reduction shall be made within each tranche reduced on a pro rata basis (based upon on the aggregate number of Shares proposed to be sold by the Purchaser as compared to the number of shares proposed to be sold by all shareholders. If a Purchaser disapproves of Common Stock or the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than ten days before the effective date. The Registrable Securities held excluded by the holders managing underwriter or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in each a public distribution prior to 120 days after the effective date of the registration statement relating thereto, or such tranche)other shorter period of time as the underwriters may require. 2.2.4 The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration whether or not a Purchaser has elected to include securities in such registration.

Piggyback Registration. If the (a) The Company at any may from time proposes to time determine to register any for sale shares of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holdersaccount, other than on Form S-4 or Form S-8 (each as i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a transaction pursuant to Rule 145 promulgated under the Securities Act, or (iii) or their then equivalents a registration relating to equity securities to be issued solely the Rights Offering, and in connection with such determination, shall file with the SEC a registration statement to register such Common Stock (a “Registered Sale”). In the event of such determination, the Company will give to each Holder written notice thereof at least 20 days (but not more than 60 days) prior to the filing of such registration statement, and will include in the Registered Sale (and any acquisition of any entity or business or equity securities issuable in connection with stock option related qualification under blue sky laws or other employee benefit plans, each such time it will promptly give related compliance) all the Registrable Securities specified by the Holders in their written notice request or requests to the Holders of its intention to effect such registration. Upon the written request of any such Holder given Company, made within 30 15 days after receipt by such Holder of such noticewritten notice from the Company, subject, however, to the marketing limitation set forth in subsection (b) below. If the registration statement under which the Company gives notice under this subsection (a) is for an underwritten offering, the Company willshall so advise the Holders. A Registered Sale, subject including (if applicable) the form of underwriting agreement to be entered into by the limits contained Company, the underwriter(s) and any selling stockholders, shall be on customary terms. The underwriter(s) for an underwritten offering shall be selected by the Company in its sole discretion. (b) The right of any Holder to registration pursuant to this Section 3, use its reasonable best efforts to cause all section shall be conditioned upon such Holder’s participation in the Registered Sale and the inclusion of Registrable Securities of such Holder that such Holder so requests to be registered under in the Securities Act and qualified for sale under any state blue sky law, all Registered Sale to the extent required provided herein. All Holders shall (together with the Company and the other holders distributing their securities through the Registered Sale) enter into an underwriting agreement in customary form with the managing underwriter. Notwithstanding any other provision of this section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to permit be underwritten, the managing underwriter may limit the Registrable Securities to be included in such sale or other disposition of said Registrable Securitiesregistration and underwriting; provided, however, that if (i) all shares that are not Registrable Securities and are held by other selling stockholders, including, without limitation, persons who are employees or directors of the Company is advised in writing in good faith by the managing underwriter (or any subsidiary of the Company’s securities being offered in an underwritten public offering pursuant to ), shall first be excluded from such registration statement that the amount to be sold by persons other than the Company (collectivelyand underwriting before any Registrable Securities are so excluded, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and all securities held requested to be included by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction the Holders shall share pro rata in the number of shares to be excluded from such registration, such sharing to be based on the respective numbers of Common Stock or shares owned by each stockholder, and (iii) any such limitation shall not prevent the Holders of Registrable Securities requesting to be included in such registration from including Registrable Securities representing up to 30% of the total number of shares registered thereby. In such event, the Company shall so advise all Holders of Registrable Securities which would otherwise be registered pursuant to clauses (i) hereto, and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held that may be included in the registration shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested to be included by such Holders in accordance with subsection (a) above. To facilitate the allocation of shares in accordance with the above provision, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares. If any Holder disapproves of the terms of the Registered Sale, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. If a Holder decides not to include all of its Registrable Securities in any registration statement filed by the holders Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in each such tranche)any subsequent registration statement as may be filed by the Company, all upon the terms hereof.

Piggyback Registration. If (but without any obligation to do so) the Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition the public offering of any entity such Common Stock by the Company solely for cash (other than a registration relating solely to the sale of securities to participants in a dividend reinvestment plan, stock plan or business or equity employee benefit plan; a registration relating solely to the issuance of securities issuable to the security holders of an acquired company in connection with stock option an acquisition; or other employee benefit plansa registration on any form which does not permit inclusion of selling stockholders), each or the Company proposes to register any of its securities on behalf of a holder exercising demand registration rights, the Company shall, at such time it will time, promptly give SZI written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder SZI given within 30 15 days after receipt by such Holder mailing of such noticenotice by the Company, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to shall cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Act all of the Registrable Securities Act and qualified for sale under any state blue sky law, all that SZI has requested to be registered. Notwithstanding anything to the extent contrary in this Section 1.2(b), in connection with any offering involving an underwriting of shares being issued by the Company, the Company shall not be required under this Section 1.2(b) to permit include any of the Holders' Registrable Securities in such sale underwriting or other disposition the registration statement relating thereto unless they accept the terms of said the underwriting as agreed upon between the Company and the underwriters selected by the Company. If the total amount of securities, including Registrable Securities; provided, however, that if requested by Holders and other stockholders to be included in such offering exceeds the amount of securities offered other than by the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which underwriters reasonably believe can be offered without adversely affecting jeopardizing the marketability success of the offering, then the Company may reduce shall be required to include in the amount offered for offering only that number of such securities, including Registrable Securities, which the accounts underwriters believe will not jeopardize the success of Selling Stockholders (including the offering. To achieve any Holders) necessary reduction in the securities to a number reasonably deemed satisfactory by such managing underwriter; and providedbe sold, further, that the securities to be excluded from the offering shall first be determined selected (in each case, pro rata among such class of holders according to the total amount of securities proposed to be included in the registration statement or in such other proportions as shall mutually be agreed to by such class of holders) in the following sequence: order (subject to any contrary provisions in registration rights agreements executed by the Company prior to the date hereof): (i) first, securities held by any Persons not having any contractual incidental being included on behalf of holders other than either SZI or “piggy back” registration rights, and other holders of Registrable Securities shall be excluded; (ii) secondnext, if additional securities must be excluded, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights included pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (iSection 1.2(b) and (ii) above, such reduction shall be made within each tranche on a pro rata basis excluded; (based upon the aggregate number of shares of Common Stock or Registrable Securities held iii) finally, if additional securities must be excluded, securities offered by the holders in each such tranche)Company shall be excluded.

Piggyback Registration. If (a) At least twenty (20) days prior to the filing by the Company at of any time proposes to register any of its Common Stock registration statement under the Securities Act for sale purposes of a public offering of either (i) Series A Preferred or (ii) Common Stock (other than, in each case, a Special Registration Statement), the Company will notify all Holders of Series A Preferred, in the case of the foregoing clause (i), or all Holders of Warrant Shares, in the case of the foregoing clause (ii), and will afford each such applicable Holder an opportunity to include in such registration statement all or part of the shares of Series A Preferred, in the case of the foregoing clause (i), or Warrant Shares, in the case of the foregoing clause (ii), then held by such Holder that are Registrable Securities. Each Holder desiring to include in any such registration statement all or any part of the applicable class of Registrable Securities held by it shall, within seven (7) days after the above-described notice from the Company, so notify the Company in writing. If a Holder of Registrable Securities decides not to include all of its Registrable Securities in a registration statement filed by the Company pursuant to this Section 2.2, such Holder shall nevertheless continue to have the right to include Registrable Securities in subsequent registration statements that may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. (b) If the registration statement in respect of which the Company gives notice under this Section 2.2 is for an underwritten offering, the Company shall so advise the applicable Holders of Registrable Securities in such notice. In such event, the right of any such Holder to include such Registrable Securities in a registration pursuant to this Section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the public either extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall 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 this Agreement, if the underwriter determines in good faith that the number of Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, the Company shall include in such registration only the aggregate amount of Registrable Securities that such underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration, first, as to the Registrable Securities of Investors, as a group, pro rata based on the number of Registrable Securities owned by each such Investor; and second, as to the securities offered by the Company for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under stockholders for whom the registration is being effected. If any Holder of Registrable Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition disapproves of the terms of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuch underwriting, each such time it will promptly give Holder may elect to withdraw therefrom by written notice to the Holders Company and the underwriter, delivered at least fifteen (15) days prior to the effective date of its intention the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. (c) The Company shall have the right to effect terminate or withdraw any registration initiated by it under this Section 2.2, whether or not any Holder of Registrable Securities has elected to include Registrable Securities in such registration. Upon the written request of , and shall promptly notify any such Holder given within 30 days after receipt by that has elected to include Registrable Securities in such Holder registration of such notice, termination or withdrawal. The Registration Expenses of such withdrawn registration shall be borne by the Company will, subject to the limits contained in this accordance with Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)2.3 hereof.

Piggyback Registration. If the Company (1) If, at any time commencing after the effective date of the Registration Rights and expiring on the seventh (7th) anniversary of the effective date of the Registration Statement, the Company proposes to register any of its Common Stock securities under the Securities Act for sale to the public Act, either for its own account or for the account of another Person any other security holder or holders of the Company possessing registration rights (Other Stockholders) (other than Holderspursuant to Form S-4, other than on Form S-4 or Form S-8 or comparable registration statement), it shall give written notice, at least thirty (each as promulgated under 30) days prior to the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition filing of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice registration statement, to the Underwriter and to all other Holders of Underwriters Warrants and/or the Shares (collectively the Registrable Securities) of its intention to effect such registrationdo so. Upon If the written request Underwriter or other Holders of Registrable Securities notify the Company within twenty-one (21) days after the receipt of any such Holder given within 30 days after receipt by notice of its or their desire to include any such Holder of securities in such noticepro osed registration statement, the Company willshall afford the Underwriter and such other Holders of such securities the opportunity to have any such securities registered under such registration statement. (2) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, subject the Company shall so advise the Underwriter and such other Holders as part of the written notice given pursuant to Section 7.3(a) hereof. The right of the limits contained in Underwriter or any such other Holders to registration pursuant to this Section 3, use its reasonable best efforts to cause all 7.3 shall be conditioned upon their participation in such underwriting and the inclusion of their Registrable Securities of such Holder that such Holder so requests to be registered under in the Securities Act and qualified for sale under any state blue sky law, all underwriting to the extent required hereinafter provided. The Underwriter and all other Holders proposing to permit distribute their securities through such sale underwriting shall (together with the Company and any officers, directors or other disposition Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the Underwriter of said Registrable Securities; providedthe underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section 7.3, however, that if the Underwriter of the u nderwriter or underwriters advises the Company is advised in writing in good faith by the managing underwriter that marketing factors require a limitation or elimination of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities other securities to be registered pursuant to clauses (i) and (ii) aboveunderwritten, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate Underwriter may limit the number of shares of Common Stock or other securities to be included in the registration and underwriting. The Company shall so advise the Underwriter and all other Holders of Registrable Securities held by requesting registration, and the holders number of shares of Common Stock or other securities that are entitled to be included in the registration and underwriting shall be allocated among the Underwriter and other Holders requesting registration, in each case, in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such tranche)registration at the time of filing the registration statement. (3) 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 Section 7.3(a) hereof (irrespective of whether a written request for inclusion of any such securities shall have 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 the Company at any time commencing on and after the second anniversary of the Closing, the Company proposes to register any of its Common Stock securities under the 1933 Act (other than in connection with a merger or other reorganization or pursuant to Form S-8) it will give written notice by registered mail, at least thirty (30) days prior to filing of each such registration statement, to all Holders of the Registrable Securities Act of its intention to do so. If any of Holder of Registrable Securities notifies the Company within twenty (20) days after receipt of any such notice of his, its or their desire to include any such securities in such proposed registration statement (also referred to herein as the "Requesting Holders"), the Company shall afford each of the Requesting Holders the opportunity to have any such Registrable Securities included in such registration statement. If the registration of which the Company gives notice pursuant to this Section 2 (c) for sale a registered public offering involves an underwriting, the Company so shall advise as part of the written notice given to the public either Holders of the Registrable Securities. In such event, the right of any such holder to registration pursuant to this Section 2 (c) will be conditioned upon such holder's participation in such underwriting and the inclusion of such Registrable Securities in the underwriting to the extent provided herein. All Requesting Holders proposing to distribute Registrable Securities through such underwriting will (together with the Company and other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for its such underwriting by the Company. Notwithstanding any other provision of this Section 2 (c), if the underwriter determines that marketing factors or market conditions require a limitation on the number of securities to be underwritten, the underwriter may (subject to allocation priority set forth below) limit the number of securities included in the relevant offering and registration. The Company shall advise all Requesting Holders of the limitation, and the number of Registrable Securities, if any, that are entitled to be included in such offering and registration shall be allocated in the following manner: First, all securities to be registered for the Company's own account account, or if such securities are to be registered for the account of another Person other than Holders, other than on Form S-4 a security holder or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not security holders having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” demand registration rights pursuant to an agreement the exercise of which the Company is not this Agreementbeing required to undertake such registration, such securities, shall be included in such offering and registration. If there is a reduction in Then, the number of shares Registrable Securities, if any that maybe included in such offering and registration shall be allocated pro rata to the Requesting Holders and to others who requested registration, in each case in proportion, as nearly as practicable, to the respective number of Common Stock or Registrable Securities which each had requested to be registered pursuant to clauses (i) included in such offering and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon registration at the aggregate number time of shares filing of Common Stock or Registrable Securities held by the holders in each such tranche)registration statement.

Piggyback Registration. If (a) From and after the Company at any Final Closing Date of the proposed Private Offering to be initiated September 1, 2006 and until such time proposes to register any of its Common Stock as the Registrable Securities are freely saleable under Rule 144 promulgated under the Securities Act for sale without volume limitations, if the Company shall determine to proceed with the public either for its own account or for the account preparation and filing of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely a Registration Statement in connection with any acquisition the proposed offer and sale of any entity of its securities by it or business or equity securities issuable in connection with stock option any of its security holders (other than a registration statement on Form ▇-▇, ▇-▇ or other employee benefit planslimited purpose form), each such time it the Company will promptly give written notice to the Holders of its intention determination to effect such registrationall record holders of the Registrable Securities. Upon the receipt of a written request from any such holder within thirty (30) days after receipt of any such Holder given within 30 days after receipt by such Holder of such noticenotice from the Company, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to will cause all the Registrable Securities of owned by such Holder that such Holder so requests holders to be registered under the Securities Act and qualified for sale under any state blue sky lawincluded in such Registration Statement, all to the extent required requisite to permit such the sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter prospective seller or sellers of the Company’s securities being offered in an underwritten public offering Registrable Securities to be so registered. If any registration pursuant to such registration statement that the amount to this Section 3 shall be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offeringunderwritten in whole or in part, the Company may reduce require that the amount offered Registrable Securities requested for inclusion pursuant to this Section 3 be included in the accounts underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. (b) Notwithstanding the foregoing, in the case of Selling Stockholders (including a firm commitment offering on underwriting terms appropriate for such a transaction, if any Holders) to a number reasonably deemed satisfactory by such managing underwriter shall advise the Company and the holders of Registrable Securities in writing that, in such underwriter; and provided's opinion, furtherthe distribution of all or a specified portion of the securities requested to be included in the registration concurrently with the securities otherwise being registered by the Company would materially adversely affect the distribution of all such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonable be sold in the contemplated distribution, that then the securities to be excluded included in the registration shall be determined in cut back pro rata. The obligation of the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant Company under this Section 3 shall be unlimited as to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities Registration Statements to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)which it applies.

Piggyback Registration. (a) If the Company at any time proposes shall determine to register any equity securities of its Common Stock under the Securities Act for sale to the public either Company for its own account or for the account of another Person other holders of equity securities of the Company on any registration form (other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option S- 8 or other employee benefit planssuccessor forms) which permits the inclusion of Registrable Securities held by any Holder (a "PIGGYBACK REGISTRATION"), each such time it the Company will promptly give each Holder written notice thereof and, subject to Section 2.2(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written requests of Holders of its intention to effect such registration. Upon the written request of any such Holder given received within 30 20 days after receipt by such Holder delivery of such the Company's notice. (b) If the Piggyback Registration relates to an underwritten public offering, the Company willshall so advise the Holders as part of the written notice given pursuant to Section 2.2(a). In such event, subject the right of any Holder to participate in such registration shall be conditioned upon such Holder's participation in such underwriting in accordance with the limits contained in this Section 3, use its reasonable best efforts terms and conditions thereof. The Board shall have the right to cause all select the managing underwriter(s) for any underwritten Piggyback Registration. All Holders proposing to distribute their Registrable Securities of through such Holder that underwriting shall (together with the Company) enter into an underwriting agreement in customary form. (c) If such Holder so requests to be registered under the Securities Act proposed Piggyback Registration is an underwritten offering and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of for such offering advises the Company’s securities being offered in an underwritten public offering pursuant to such registration statement Company that the securities requested to be included therein exceeds the amount of securities that can be sold in such offering, except as provided in Section 2.1(b), any securities to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability or other holders of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including Company's securities initiating such offering in such offering shall have priority over any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities Registrable Securities held by any Persons not having any contractual incidental or “piggy back” registration rightsHolders, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) included by a Holder and (ii) above, other holders of the Company's securities that did not initiate the offering in such reduction registration shall be made within each tranche on a reduced pro rata on the basis (based upon of the aggregate number percentage of shares of Common Stock or the then outstanding Registrable Securities held by the holders in each such tranche)Holder and all other holders exercising similar registration rights.

Piggyback Registration. If (a) Whenever the Company at any time proposes to register any shares of its Common Stock under the Securities Act for sale pursuant to the public either a Registration Statement for its own account, for the account of any holder of Registrable Securities (other than pursuant to a Demand Registration which rights to include Registrable Securities therein shall be governed by Section 3A) or for the account of another Person any other than HoldersPerson, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition a registration the primary purpose of any entity or business or equity which is to register debt securities issuable (i.e., in connection with stock option a so-called “equity-kicker”), and other than in connection with a business acquisition or other combination, or an employee benefit plansplan (a “Piggyback Registration”), each such time it will promptly the Company shall give written prompt notice to the Holders all holders of Registrable Securities of its intention to effect such registration. a registration and of such holders’ rights under this Section 3B. Upon the written request of any such Holder given within 30 days after receipt holder of Registrable Securities (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and the intended method of such noticedisposition thereof), the Company will, shall include in such registration (subject to the limits contained limitations and priorities set forth in this Section 3, use its reasonable best efforts to cause Agreement) all Registrable Securities of such Holder that such Holder so requests requested to be registered under the Securities Act and qualified for sale under any state blue sky law, all pursuant to the extent required this Section 3B with respect to permit such sale or other disposition of said Registrable Securities; provided, however, that if which the Company is advised in writing in good faith by has received written requests for inclusion therein within twenty (20) days after the managing underwriter receipt of the Company’s securities being offered in an underwritten public offering pursuant notice; provided, that any such holder may withdraw its request for inclusion at any time prior to such executing the underwriting agreement or, if none, prior to the applicable registration statement becoming effective. (b) If the sole or managing underwriter of an Piggyback Registration advises the Company in writing that in its opinion the amount number of Registrable Securities and other securities requested to be sold by persons included exceeds the number of Registrable Securities and other than the Company (collectively, “Selling Stockholders”) is greater than the amount securities which can be offered sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability of the offeringsuch securities, then the Company may reduce shall include in such Piggyback Registration the amount offered for Registrable Securities and other securities of the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined Company in the following sequence: order of priority: (i) first, the greatest number of securities held of the Company proposed to be included in such registration by any Persons not having any contractual incidental or “piggy back” registration rightsthe Company for its own account, and which in the opinion of such underwriters can be so sold; (ii) second, after all of the securities that the Company proposes to register, the greatest number of Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities proposed to be registered pursuant to clauses (i) and (ii) aboveby the Stockholders holding such Registrable Securities which in the opinion of such underwriters can be so sold, such reduction shall amount to be made within each tranche allocated ratably among the Stockholders based on a pro rata basis (based upon the aggregate number amount of shares of Common Stock or Registrable Securities held by each such Stockholder (or, if any Stockholder does not request to include its ratable share, such excess shall be allocated ratably among those Stockholders requesting to include more than their allocable share); and (iii) third, after all securities that the Company and the Stockholders holding Registrable Securities propose to register, the greatest number of securities held by Persons with Other Registration Rights requested to be registered by the holders thereof which in the opinion of such underwriters can be so sold, such amount to be allocated ratably among the respective holders thereof based on the amount of securities held by each such trancheholder (or, if any holder does not request to include its ratable share, such excess shall he allocated ratably among those holders requesting to include more than their allocable share). (c) Any holder of Registrable Securities shall be entitled to withdraw such holder’s request to participate in any Piggyback Registration that is an underwritten offering at any time prior to the execution and delivery of the related underwriting agreement.

Piggyback Registration. If (a) From and after the Closing Date and until such time as the Registrable Securities are freely saleable under Rule 144(k) without volume limitations, if the Company at any time proposes shall determine to register proceed with the preparation and filing of a Registration Statement in connection with the proposed offer and sale of any of its Common Stock under the Securities Act for sale to the public either for securities by it or any of its own account or for the account of another Person security holders (other than Holders, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with ▇-▇, ▇-▇, any acquisition of any entity or business or equity securities issuable in connection with stock option successor form thereto or other employee benefit planslimited purpose form), each such time it the Company will promptly give written notice to the Holders of its intention determination to effect such registrationall record Investors of the Registrable Securities at least twenty (20) days prior to filing. Upon the receipt of a written request from any such Holder within twenty (20) days after receipt of any such Holder given within 30 days after receipt by such Holder of such noticenotice from the Company, the Company will, subject to the limits contained in this Section 3except as herein provided, use its reasonable best efforts to cause all the Registrable Securities of owned by such Holder that such Holder so requests Investors to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required included in such Registration Statement in order to permit such the sale or other disposition by the prospective seller or sellers of said the Registrable Securities; providedSecurities to be so registered. If any registration pursuant to this Section 2.2 shall be underwritten in whole or in part, however, that if the Company is advised shall cause the Registrable Securities requested for inclusion pursuant to this Section 2.2 to be included in writing the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters, except to the extent provided in good faith by Section 2.2(b) below. In such event the managing underwriter right of any Holder to registration shall be conditioned upon such underwriting and the inclusion of such Holder's Registrable Securities in such underwriting to the extent provided in Section 2.2(b) below. All Investors proposing to distribute their securities through such underwriting shall (together with the Company and the other investors distributing their securities through such underwriting) enter into an underwriting agreement with the underwriters' representative for such offering; provided that such holders shall have no right to participate in the selection of the Company’s underwriters for an offering pursuant to this Section 2.2(a). The obligation of the Company under this Section 2.2 shall be unlimited as to the number of Registration Statements to which it applies. Notwithstanding the foregoing, to the extent that all Registrable Securities are registered on an effective Registration Statement on Form SB-2, the Company shall not be required to provide notice to Investors of the preparation and filing of a registration statement in connection with the proposed nonunderwritten offer and sale of any of its securities being offered in and the Investors shall not be entitled to include any Registrable Securities on such registration statement. (b) In connection with an underwritten public offering pursuant to such registration statement that for the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability account of the offeringCompany, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and providedif, further, that the securities to be excluded shall be determined in the following sequence: opinion of the underwriters' representative market factors (i) firstincluding, securities held by any Persons not having any contractual incidental or “piggy back” registration rightswithout limitation, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock requested to be registered, the general condition of the market, and the status of the persons proposing to sell securities pursuant to the registration) require a limitation of the number of shares to be underwritten, the underwriters' representative may exclude some or all Registrable Securities held from such registration and underwriting and the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investors have requested inclusion hereunder as the underwriters shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such holder; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the investors of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in each the Registration Statement. No Registrable Securities excluded from the underwriting by reason of this Section 2.2(b) shall be included in such tranche)Registration Statement.

Piggyback Registration. (a) If the Company Company, at any time during the two (2) year period commencing on the date hereof, proposes to register any of its Common Stock securities under the Securities Act for sale to the public either public, whether for its own account or for the account of another Person other than Holderssecurity holders or both (except with respect to registration statements on Forms ▇-▇, other than on Form S-4 or Form S-8 ▇-▇ and any successor forms thereto as well as registrations that do not permit resales) (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plansa “Piggyback Registration”), each such time it will promptly give written notice to the Holders such effect to all holders of its intention outstanding Registrable Securities at least thirty (30) days prior to effect such registrationfiling. Upon the written request of any such Holder given holder received by the Company within 30 twenty (20) days after receipt the giving of any such notice by such Holder the Company to register any of such noticeits Eligible Securities, the Company will, subject will cause the Eligible Securities as to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder which registration shall have been so requests requested to be registered under included in the Securities Act and qualified for sale under any state blue sky lawsecurities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit such the sale or other disposition by the holder of said such Eligible Securities so registered. (b) If the registration for which the Company gives notice pursuant to Section 2(a) above is a registered public offering involving an underwriting, the Company shall so advise the holders as a part of the written notice given pursuant to Section 2(a) above. In such event, (i) the right of any holder to include its Registrable SecuritiesShares in such registration pursuant to this Section 2 shall be conditioned upon such holder’s participation in such underwriting on the terms set forth herein and (ii) all holders including Registrable Shares in such registration shall enter into an underwriting agreement with the underwriter or underwriters selected for the underwriting by the Company. If any holder who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such holder may elect, by written notice to the Company, to withdraw its shares from such registration statement and underwriting. If the managing underwriter advises the Company in writing that in its good faith determination marketing factors require a limitation on the number of shares to be underwritten, the shares to be included in the underwriting shall be allocated, first to the Company, and second, to each of the holders requesting inclusion of their Registrable Securities in such registration statement; provided, however, that if the Company is advised in writing in good faith by the managing underwriter right of the Company’s securities being offered in an underwritten public offering pursuant underwriters to such exclude the Registrable Shares from the registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded underwriting as described above shall be determined in the following sequence: restricted so that (i) firstthe aggregate number of Registrable Shares included in any such registration for all Investors is not reduced below twenty-five percent (25%) of the shares included in the registration, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, from which all Registrable Shares may be excluded and (ii) second, all shares that are not Registrable Securities Shares and securities are held by persons who are employees or directors of the Company (or any Persons having contractual incidental or “piggy back” subsidiary of the Company) shall first be excluded from such registration rights pursuant and underwriting before any Registrable Shares are so excluded. The number of shares that may be included in such registration statement and underwriting shall be allocated among all holders requesting registration in proportion, as nearly as practicable, to an agreement which is not this Agreement. If there is a reduction in the respective number of shares of Common Stock or Registrable Securities held by them on the date the Company gives the notice specified in Section 2(a) above. If any holder would thus be entitled to include more shares than such holder requested to be registered pursuant to clauses (i) and (ii) aboveregistered, such reduction the excess shall be made within each tranche on a allocated among other requesting holders pro rata basis (based upon in the aggregate number of shares of Common Stock or Registrable Securities held by manner described in the holders in each such tranche)preceding sentence.

Piggyback Registration. If (a) Each time the Company at any time proposes shall determine to register any of its Common Stock file a registration statement under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Actor a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition the proposed offer and sale of any entity of its securities of the same class as the Registrable Securities either for its own account or business on behalf of any other security holder (other than a registration pursuant to Section 2 or equity securities issuable in connection with stock option or other employee benefit plansSection 3), each the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such time it will promptly give Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holders of its intention to effect such registration. Upon Holder by the Company, a written request to include in such registration statement any Registrable Securities of any such Holder given within 30 days after receipt by such Holder of such noticethe Holder, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all shall include such Registrable Securities of in such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky lawregistration statement, all to the extent required to permit such the sale or other disposition by the prospective seller or sellers of said the Registrable Securities; provided, however, that if Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is advised for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 5 shall be conditioned upon such Holder’s participation in writing such underwriting and the inclusion of such Holder’s Registrable Securities in good faith the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of the Company’s securities being offered in an underwritten public offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration statement in writing that in its good faith judgment the amount number of Registrable Securities and the other securities requested to be sold by persons registered (i) exceeds the number of Registrable Securities and other than the Company (collectively, “Selling Stockholders”) is greater than the amount securities which can be offered without adversely affecting sold in such offering at a price acceptable to the marketability Company, or (ii) would jeopardize the success of the offering, then (A) the Company may reduce the amount offered for the accounts number of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by any Persons having contractual incidental or “piggy back” such Holders at the time of the filing of the registration rights pursuant statement; and c. Last, among all other participating holders proposing to an agreement which is not this Agreement. If there is a reduction register securities other than Registrable Securities, in the manner determined by the Company. 6 B. If the registration is on behalf of holders of Common Stock other than any Holder of Registrable Securities: a. First, among all participating holders other than any stockholder participants in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock or as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be registered pursuant to clauses (i) and (ii) above, so included shall not be included in such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)registration.

Piggyback Registration. If the Company (i) If, at any time proposes or from time to time, the Parent shall determine to register any of its Common Stock under the Securities Act for sale to the public either for its own account or securities for the account of another Person any of its shareholders in an underwritten offering, the Parent will: (A) provide to Hibben written notice thereof as soon as practicable prior to filing the Registration Statement; and (B) include in such Registration Statement and in any underwriting involved therein, all of the Registrable Securities specified in a written request by Hibben made within 15 days after receipt of such written notice from the Parent. (ii) The Parent shall advise Hibben of the terms of the underwritten offers as a part of the written notice given pursuant to this Section. The rights of Hibben hereunder shall include participation in such underwriting and the inclusion of the Registrable Securities in the underwriting to the extent provided herein. To the extent that Hibben proposes to distribute his securities through such underwriting, Hibben shall (together with the Parent and any other than Holderssecurityholders of the Parent distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Parent. Notwithstanding any other provision of this Section, other than on Form S-4 or Form S-8 (each as promulgated under if the Securities Act) or their then equivalents relating to equity securities managing underwriter of such underwriting determines that marketing factors require a limitation of the number of shares to be issued solely offered in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticeunderwriting, the Company will, subject to managing underwriter may limit the limits contained in this Section 3, use its reasonable best efforts to cause all number of Registrable Securities of such Holder that such Holder so requests to be registered under included in the Securities Act Registration 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; underwriting (provided, however, that if (A) the Company is advised in writing in good faith Registrable Securities shall not be excluded from such underwritten offering prior to any securities held by the managing underwriter officers and directors of the Company’s securities being offered Parent or their affiliates, (B) the Registrable Securities shall be entitled to at least the same priority in an underwritten public offering pursuant to such registration statement as any of the Parent's existing securityholders, and (C) the Parent shall not enter into any agreement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is would provide any securityholder with priority in connection with an underwritten offering greater than the amount which can be offered without adversely affecting the marketability priority granted to Hibben hereunder). The Parent shall so advise any of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) its other securityholders who are distributing their securities through such underwriting pursuant to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” their respective piggyback registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to and other securities that may be registered pursuant to clauses (i) included in the registration and (ii) above, such reduction underwriting shall be made within each tranche on a pro rata basis (based upon allocated among Hibben and all other securityholders of the aggregate number Parent in proportion, as nearly as practicable, to the respective amounts of shares of Common Stock or Registrable Securities held by Hibben and such other securityholders at the holders in each time of the filing of the registration statement. If Hibben disapproves of the terms of any such trancheunderwriting, he may elect to withdraw therefrom by written notice to the Parent. Any Registrable Securities so excluded or withdrawn from such underwriting shall be withdrawn from such Registration. (iii) The Lock-Up Provision of Section 9 applies to this Section 2(b).

Piggyback Registration. If a. The Company shall give the Subscriber at least 30 days’ prior written notice of each filing by Company at any time proposes to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person a registration statement (other than Holders, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under or on any successor forms thereto) with the Securities Act) or their then equivalents relating to equity securities to be issued solely SEC. If requested by the Subscriber in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request writing within 20 days after receipt of any such Holder given within 30 days after receipt notice, Company shall, at Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by such Holder the Subscriber), register all or, at Subscriber’s option, any portion of the Securities (collectively, the “Registrable Securities”) concurrently with the registration of such noticeother securities, all to the extent requisite to permit the public offering and sale of the Registrable Securities through the securities exchange, if any, on which the Common Stock is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise Company that, in its opinion, the distribution of all or a portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company would materially adversely affect the distribution of such securities by Company then Company will include in such registration first, the securities that Company proposes to sell and second, the Registrable Securities requested to be included in such registration, to the extent permitted by the managing underwriter. b. In the event of a registration pursuant to these provisions, the Company will, subject to the limits contained in this Section 3, shall use its reasonable best efforts to cause all the Registrable Securities of such Holder that such Holder so requests registered to be registered under the Securities Act and or qualified for sale under any state the securities or blue sky law, all to laws of such jurisdictions as the extent required to permit such sale or other disposition of said Registrable SecuritiesSubscriber may reasonably request; provided, however, that if Company shall not be required to qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business. c. The Company shall keep effective any registration or qualification contemplated by this section and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Subscriber to complete the offer and sale of the Registrable Securities covered thereby. d. In the event of a registration pursuant to the provisions of this section, the Company is advised in writing in good faith by shall furnish to the managing underwriter Subscriber such reasonable number of copies of the Company’s securities being offered registration statement and of each amendment and supplement thereto (in an underwritten public offering pursuant to each case, including all exhibits), of each prospectus contained in such registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and such other documents, as the Subscriber may reasonably request to facilitate the disposition of the Registrable Securities included in such registration. e. The Company shall notify the Subscriber within three (3) business days after such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed. f. The Company shall advise the Subscriber within three (3) business days after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement, or the initiation or threatening of any proceeding for that purpose and within three (3) business days take action using its reasonable best efforts to prevent the amount issuance of any stop order or to obtain its withdrawal if such stop order should be issued. g. The Company shall within three (3) business days notify the Subscriber at any time when a prospectus relating thereto is required to be sold by persons other than delivered under the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the reasonable request of the Subscriber prepare and furnish to it such number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the Subscribers of such Registrable Securities or securities, 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 under which they were made. The Subscriber shall suspend all sales of the Registrable Securities upon receipt of such notice from Company and shall not re-commence sales until they receive copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Subscriber within 30 days of the date of such notice from Company. h. If requested by the underwriter for any underwritten offering of Registrable Securities, Company and the Subscriber will enter into an underwriting agreement with such underwriter for such offering, which shall be reasonably satisfactory in substance and form to Company, Company’s counsel and the Subscriber’ counsel, and the underwriter, and such agreement shall contain such representations and warranties by Company may reduce and the amount offered for Subscriber and such other terms and provisions as are customarily contained in an underwriting agreement with respect to secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the accounts effect and to the extent provided below. i. The rights of Selling Stockholders the Subscriber under this Section 8(i) shall apply equally to the filing by Company of an offering statement on Form 1-A under Regulation A promulgated under the Securities Act and, if Company files such an offering statement instead of a registration statement, all references to (including any HoldersA) to a number reasonably registration statement shall be deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded references to offering statement, (B) prospectus shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rightsdeemed to be references to offering circular, and (iiC) second, effective date of a registration statement shall be deemed to be references to qualification date of an offering statement. j. The Subscriber’s rights under this Section 8(f) shall automatically terminate once the Subscriber has sold all of the Registrable Securities and securities held or all of the Registrable Securities may be resold by any Persons having contractual incidental or “piggy back” registration rights pursuant the Subscriber under Rule 144 of the Securities Act without limitation as to an agreement which is not this Agreement. If there is a reduction in the number volume of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)sold.

Piggyback Registration. If the Company (a) If, at any time proposes when there are Registrable Securities then outstanding, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to register any of its Common Stock under prepare and file with the Securities Act for sale SEC a registration statement relating to the public either an offering for its own account or for the account of another Person others under the Securities Act of any of its equity securities (other than Holders, other than a registration statement relating to a rights offering or on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of or merger with any entity or business or equity securities issuable in connection with stock option the Company’s equity incentive or other employee benefit plans), and even if there is such an effective Registration Statement covering all of the Registrable Securities, in the event that such offering for its own account or the account of others is to be underwritten, then the Company shall deliver to each such time it will promptly give Holder a written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given determination, and if, within 30 ten (10) days after receipt by such Holder the date of the delivery of such notice, any such Holder shall so request in writing, the Company will, subject to the limits contained in this Section 3, shall use its commercially reasonable best efforts to cause include in such registration statement all or any part of any Registrable Securities of such Holder that such Holder so requests to be registered registered. The Company shall have the right to postpone, terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. (b) The right of any Holder to registration pursuant to this Section 2.2 in connection with an underwritten offering shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities Act and qualified for sale under any state blue sky law, all in the underwriting to the extent required provided herein. Each Holder proposing to permit distribute its securities through such sale underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement with the managing underwriter(s) selected for such underwriting by the Company or other disposition holder of said Registrable Securities; providedsecurities having the right to select such managing underwriter(s) (such underwriting agreement to be in the form negotiated by the Company). Notwithstanding any other provision of this Section 2.2, however, that if the Company is advised in writing in good faith by the managing underwriter or underwriters of a proposed underwritten offering with respect to which Holders of Registrable Securities have exercised their piggyback registration rights advise the Company’s Board in writing that in its or their good faith opinion the number of 9 Registrable Securities requested to be included in the offering thereby and all other securities being offered in an underwritten public offering pursuant to such registration statement that the amount proposed to be sold by persons other than in the Company (collectively, “Selling Stockholders”) is greater than offering exceeds the amount number which can be offered sold in such underwritten offering without adversely affecting the marketability success of the such offering, in light of market conditions, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by Registrable Securities and such managing underwriter; and provided, further, that the other securities to be excluded included in such underwritten offering shall be determined in the following sequence: allocated, (i) first, up to the total number of securities held that the Company has requested to be included in such registration, if such registration has been initiated by the Company, or that any Persons not having any contractual incidental or “piggy back” other holder of securities has requested to be included in such registration, if such registration rightshas been initiated by such other holder, and (ii) second, Registrable Securities and only if all the securities held referred to in clause (i) have been included, all other securities proposed to be included in such offering by any Persons having contractual incidental or “piggy back” Holders and other holders with registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in (pro rata based upon the number of shares securities that each of Common Stock or Registrable Securities them shall have so requested to be registered pursuant to clauses (iincluded in such offering) and (ii) abovethat, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect. If any Holder disapproves of the terms of any such underwriting, such reduction Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter (provided that, if the managing underwriter(s) have provided such Holder with written notice of the date on which the applicable Registration Statement will become effective no later than five (5) Business Days prior to such effectiveness date, such Holder’s written notice of such election must be given at least two (2) Business Days prior to effectiveness of the applicable Registration Statement). Any securities excluded or withdrawn from such underwriting shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each withdrawn from such tranche)registration.

Piggyback Registration. (a) If the Company at any time proposes to register any of its Common Stock securities under the Securities Act for sale to the public either (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice at the applicable address of record to the Holders each holder of Registrable Securities of its intention to effect do so. If the registration statement under which the Company gives notice under this Section 4 is for an underwritten offering, the Company shall so advise the holders of Registrable Securities. In such registrationevent, the right of any such holder to be included in a registration pursuant to this Section 4 shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Upon the written request of any of such Holder holders of the Registrable Securities, given within 30 twenty (20) days after receipt by such Holder Person of such notice, the Company will, subject to the limits contained in this Section 34, use its reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests said requesting holders to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the any managing underwriter of the Company’s securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holderssuch holders of shares of Registrable Securities) to a number reasonably deemed satisfactory by such managing underwriter; and provided, provided further, that (i) 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 (ii) any shares to be excluded shall be determined in the following sequenceorder of priority: (iA) first, securities held by any Persons not having any contractual such contractual, incidental or “piggy back” registration rights, and (iiB) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in , and (C) the number of shares of Common Stock or Registrable Securities sought to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche included by the holders thereof as determined on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such trancheholders). (b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to the effectiveness of such registration whether or not any holder of Registrable Securities has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 6 hereof.

Piggyback Registration. (a) If the Company at any time proposes shall determine to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holdersa security holder or holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents a registration relating solely to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company shall: (i) promptly give written notice of the proposed registration to the Holders Stockholder; and (ii) subject to compliance with Section 8.6, use its commercially reasonable efforts to include in such registration (and any related qualification under Blue Sky laws or other compliance), except as set forth in Section 8.2(b) and in any underwriting involved therein, all of its intention to effect such registration. Upon the Registrable Securities as are specified in a written request of any such Holder given made by the Stockholder received by the Company within 30 ten (10) days after receipt by such Holder written notice from the Company is mailed or delivered. Such written request may specify all or a part of such noticethe Stockholder’s Registrable Securities. (b) If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the Company willshall so advise the Stockholder as a part of the written notice given pursuant to Section 8.2(a)(i). In such event, the right of the Stockholder to registration pursuant to this Section 8.2 shall be conditioned upon the Stockholder’s participation in such underwriting and the inclusion of the Stockholder’s Registrable Securities in the underwriting to the extent provided herein. If the Stockholder proposes to distribute its securities through such underwriting it shall (together with the Company) enter into an underwriting agreement in customary form with the representative(s) of the underwriter or underwriters selected by the Company. (c) Notwithstanding any other provision of this Section 8.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities limitations set forth below) limit the number of such Holder that such Holder so requests shares of Common Stock to be registered under included in the Securities Act registration and qualified for sale under any state blue sky lawunderwriting. The Company shall so advise all holders of securities requesting registration, all to and the extent required to permit such sale or other disposition number of said Registrable Securities; provided, however, shares of securities that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount are entitled to be sold by persons other than included in the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; registration and provided, further, that the securities to be excluded underwriting shall be determined in the following sequenceallocated, as follows: (i) first, to the Company for securities held by any Persons not having any contractual incidental or “piggy back” registration rightsbeing sold for its own account, and (ii) second, to the Stockholder to the extent they are requesting to include Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” in such registration rights pursuant to an agreement which is not this Agreementstatement. If there is a reduction Person who has requested inclusion in such registration as provided above does not agree to the number terms of shares of Common Stock any such underwriting, such Person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. (d) The Company shall have the right to be registered pursuant terminate or withdraw any registration initiated by it under this Section 8.2 prior to clauses (i) and (ii) above, the effectiveness of such reduction shall be made within each tranche on a pro rata basis (based upon registration whether or not the aggregate number of shares of Common Stock or Registrable Securities held by the holders Stockholder has elected to include securities in each such tranche)registration.

Piggyback Registration. If With respect to Holder’s right to piggyback on a public offering of the Company at any time proposes securities pursuant to register any of its Common Stock under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticeSection 1.1, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable parties agree as follows: (a) The amount of Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering required to include on a registration statement filed pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded Registration Right shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in exceed the number of shares of Common Stock common stock, the issuance or Registrable Securities resale of which the Company is registering in such registration statement, which share calculation shall exclude the Shares. (b) Pursuant to be registered pursuant to clauses Section 1.1, the Company will (i) promptly give to Holder written notice 15 days prior to the filing of any registration relating to a public offering of the Company securities; and (ii) aboveinclude in such registration (and related qualification under blue sky laws or other compliance), such reduction and in the underwriting involved therein, all the Securities specified in Holder’s written request or requests, mailed in accordance with Section 3.8. (c) The right of Holder to participate in registration pursuant to Section 1.1 shall be made within each tranche on conditioned upon Holder’s participation in such offering, if such offering is a pro rata basis (based upon best efforts or firm commitment offering, and the aggregate inclusion of the Securities in the underwriting shall be limited to the extent provided herein. Notwithstanding any other provision of this Agreement, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit some or all of the Securities that may be included in the registration and underwriting as follows: the number of Securities that may be included in the registration and underwriting by Holder shall be determined by multiplying the number of shares of Common Stock Securities of all selling shareholder of the Company which the managing underwriter is willing to include in such registration and underwriting, times a fraction, the numerator of which is the number of Securities requested to be included in such registration and underwriting by Holder, and the denominator of which is the total number of Securities which all selling shareholder of the Company have requested to have included in such registration and underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocable to any such person to the nearest 100 shares. If Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered not less than seven days before the effective date. Any securities excluded or Registrable Securities held by withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 120 days after the holders in each effective date of the registration statement relating thereto, or such tranche)other shorter period of, time as the underwriters may require.

Piggyback Registration. (a) If the Company at any time proposes or from time to time, the Company shall determine to register any of its Common Stock under the Securities Act for sale to the public either securities, for its own account or for the account of another Person other than Holdersany of its shareholders, other than on Form S-4 a registration relating solely to employee benefit plans, or Form S-8 a 8 217 registration relating solely to a transaction of the type subject to Rule 145 (each as "SEC Rule 145") promulgated under the Securities Act) , or a registration on any form (other than Form S-1, ▇-▇ ▇▇ S-3, or their then equivalents relating to equity securities successor forms) which does not include substantially the same information as would be required to be issued solely included in connection with any acquisition a registration statement covering the sale of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticeRegistrable Securities, the Company will: (i) give to each Holder written notice thereof as soon as practicable prior to filing the registration statement which notice shall include the approximate date that the registration statement is expected to be filed with the Commission; and (ii) include in such registration and in any underwriting involved therein on the same terms and conditions as the securities otherwise being sold through the underwriters, subject to all the limits contained in this Section 3, use its reasonable best efforts to cause all Registrable Securities specified in a written request or requests, made within thirty (30) days after receipt of such written notice from the Company, by any Holder that or Holders, except as set forth in subsection (b) below. (b) If the registration is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 6(a)(i). In such event, the right of any Holder so requests to registration pursuant to Section 6 shall be registered under conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities Act and qualified for sale under any state blue sky law, all in the underwriting to the extent required provided herein. All Holders proposing to permit distribute their securities through such sale underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other disposition provision of said Registrable Securities; providedthis Section 6, however, that if the Company is advised in writing managing underwriter in good faith by the managing underwriter determines that marketing factors require a limitation of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche).be

Piggyback Registration. (i) If the Company at any time proposes or from time to time, the Company shall determine to register any of its Common Stock under the Securities Act for sale to the public either securities, for its own account or for the account of another Person other than Holdersany of its shareholders, other than a Registration Statement relating solely to employee share option plans or pursuant to an acquisition transaction on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticea "Piggyback Registration"), the Company will, subject : (A) provide to the limits contained Purchaser written notice thereof as soon as practicable prior to filing the Registration Statement; and (B) include in this Section 3such Registration Statement and in any underwriting involved therein, use its reasonable best efforts to cause all of the Registrable Securities specified in a written request by the Purchaser made within fifteen (15) days after receipt of such Holder that written notice from the Company. (ii) If the Registration is for a registered public offering involving an underwriting, the Company shall so advise the Purchaser as a part of the written notice given pursuant to this Section. In such Holder so requests to be registered under event, the rights of the Purchaser hereunder shall include participation in such underwriting and the inclusion of the Registrable Securities Act and qualified for sale under any state blue sky law, all in the underwriting to the extent required provided herein. To the extent that the Purchaser proposes to permit distribute its securities through such sale underwriting, the Purchaser shall (together with the Company and any other securityholders of the Company distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other disposition provision of said this Section, if the managing underwriter of such underwriting determines that marketing factors require a limitation of the number of shares to be offered in connection with such underwriting, the managing underwriter may limit the number of Registrable Securities; Securities to be included in the Registration and underwriting (provided, however, that if (a) the Registrable Securities shall not be excluded from such underwritten offering prior to the exclusion of any securities held by officers and directors of the Company is advised or their affiliates, (b) the Registrable Securities shall be entitled to at least the same priority in writing an underwritten offering as any securities included in good faith such offering by the managing underwriter any of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons 's other than the Company (collectivelyexisting securityholders, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche).and

Piggyback Registration. (a) If the Company at any time after the Lock-Up Period proposes to register any of its Common Stock securities under the Securities Act for sale to the public either (except with respect to registration statements on Forms ▇-▇, ▇-▇ or another form not available for its own account or registering the Registrable Securities for sale to the account of another Person other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit planspublic), each such time it will promptly give written notice at the applicable address of record to the Holders Stockholder of its intention to effect such registrationdo so. Upon the written request of any such Holder the Stockholder, given within 30 20 days after receipt by such Holder the Stockholder of such notice, the Company willshall, subject to the limits contained in this Section 34, use its commercially reasonable best efforts to cause all such Registrable Securities of such Holder that such Holder so requests the Stockholder (as requested by the Stockholder) 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 that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of the Stockholder, delay or abandon the proposed offering in which the Stockholder had requested to participate pursuant to this Section 4(a) or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or prospectus supplement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify the Stockholder and the Company shall incur no liability for its failure to complete any such offering. (b) In connection with the exercise of any registration rights granted to the Stockholder pursuant to this Section 4, if the offering is to be effected by means of an underwritten offering, the Company may condition participation in such offering on the Stockholder entering into an underwriting agreement in customary form and acting in accordance with the terms and conditions thereof. (c) If the Company is advised in writing in good faith by the any managing underwriter of the Company’s securities being offered in an underwritten a public offering pursuant to such registration statement that the amount to be sold by persons Persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holdersthe Stockholder) to a number reasonably deemed satisfactory by such managing underwriter; and provided, provided further, that the securities any shares of Selling Stockholders to be excluded shall be determined in the following sequenceorder of priority: (i) first, securities held by any Persons not having any contractual contractual, incidental or “piggy back” registration rights, rights and (ii) second, Registrable Securities and securities held by any Persons having contractual contractual, incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in Agreement and the number of shares of Common Stock or Registrable Securities sought to be registered pursuant to clauses (i) and (ii) aboveincluded by the Stockholder, such reduction shall be made within each tranche on a pro rata basis (based upon or such basis as such stockholders may agree among themselves and the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such trancheCompany).

Piggyback Registration. (i) If the Company at any time or from time to time proposes to register any of its Common Stock file a registration statement under the Securities Act with respect to an offering of Shares for sale to cash (x) for the public either for its Company’s own account (other than registration statement on Form S-4 or S-8 (or any successor or similar form that may be adopted by the Commission)) or (y) for the account of another Person any holders of Shares, Options, or Convertible Securities other than Shares of the Holders, then the Company at each such time shall give prompt written notice of such proposed filing to each Holder and to each holder of Registrable Securities (but in no event less then 10 Business Days before the anticipated filing date), and such notice shall offer each Holder and each holder of Registrable Securities the opportunity to register such number of Registrable Securities as the such holder may request, by notice to the Company within 5 Business Days, on the same terms and conditions as the other than Shares to be included in such offering. (ii) If the registration of which the Company gives notice pursuant to this Section 2(c) is for an underwritten public offering, (x) the notice provided by the Company shall so state, (y) the right of any holder of Registrable Securities to cause the Company to register such holders’ Registrable Securities pursuant to this Section 2(c) shall be conditioned upon the inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein and (z) all holders of Registrable Securities proposing to include their Registrable Securities in the registration shall enter into an underwriting agreement in customary form for such an underwritten offering with the representative(s) of the underwriters selected by the Company. The Company shall have no obligation to consult with or obtain the consent of any Holder or any holder of Registrable Securities in selecting any underwriters or investment bankers for an offering registered pursuant to this Section 2(c). (iii) Notwithstanding any other provision of this Section 2(c), if an offering for which the Company gives notice pursuant to Section 2(c)(i) is to be underwritten and the representative(s) of the underwriters for the offering advises the Company that marketing factors require a limitation on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity amount of securities to be issued solely underwritten, (x) the Company shall so advise all holders of Registrable Securities requesting registration pursuant to this Section 2(c) and (y) the amount of Registrable Securities requested to be offered may be excluded or reduced to the extent necessary to reduce the total amount of securities to be included in connection with such offering to the amount recommended by such representative(s) of the underwriters; provided that the amount of securities entitled to be included in the registration and underwriting shall be allocated first to the securities being sold for the Company’s own account (based on the number of such securities specified in the notice given by the Company pursuant to Section 2(c)(i)) and then to the Registrable Securities (allocated among the participating holders in proportion to the Registrable Securities requested to be registered thereby in such offering). (iv) The Company may withdraw its notice of proposed registration given pursuant to Section 2(c)(i) at any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give by giving written notice to each Holder, whereupon the Holders Company shall not be required to cause such proposed registration to be effected. (v) In the event of its intention to effect such registrationa conflict between the cut-back provisions contained in Sections 2(c)(i)-(iii) and the cut-back provisions contained in Section 4(b) of that certain Registration Rights Agreement entered into by the parties on July 18, 2007 (the “Prior Registration Rights Agreement”), Section 4(b) of the Prior Registration Rights Agreement shall control. Upon In the written request event of any such Holder given within 30 days after receipt by such Holder of such noticeother conflict between this Agreement and the Prior Registration Rights Agreement, the Company will, subject to the limits contained in provisions of this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded Agreement shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)control.

Piggyback Registration. a. If the Company at any time proposes or from time to time, the Company shall determine to register any of its Common Stock under the Securities Act equity securities (or securities convertible or exchangeable for sale to the public either equity securities), for its own account or for the account of another Person other than Holdersany holders of its Common Stock, other than on Form S-4 or Form S-8 (each as promulgated under the Securities ActA) or their then equivalents a registration relating solely to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice (B) a registration relating solely to a transaction described in Rule 145 under the Holders of its intention to effect such registration. Upon the written request of Securities Act (or any such Holder given within 30 days after receipt by such Holder of such noticesuccessor thereto), (C) a registration statement on any form (excluding Form ▇-▇, ▇-▇, F-1 or F-3, or their successor forms) for a limited purpose, the Company will, subject : i. give to each Holder written notice thereof as soon as practicable prior to filing the limits contained in this Section 3, Registration Statement; and ii. use its reasonable best efforts to cause include in such registration and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests (which request or requests shall include the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution), made within ten (10) days after receipt of such written notice from the Company, by any Holder that or Holders, except as set forth in subsection 5(b) below. b. If the registration is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 5(a)(i). In such event, the right of any Holder so requests to registration pursuant to Section 5 shall be registered under conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities Act and qualified for sale under any state blue sky law, all in the underwriting to the extent required provided herein. All Holders proposing to permit distribute their securities through such sale underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other disposition provision of said Registrable Securities; providedthis Section 5, howeverit is anticipated and, by their execution of this Agreement, each Holder acknowledges, that if the managing underwriter(s): (i) may require that each Holder including Registrable Securities in such registered underwritten public offering agree to “lock up” such Registrable Securities and refrain from effecting any sale of distribution of such Registrable Securities for a period of up to one hundred and eighty (180) days following the effective date of the Registration Statement in respect of such underwritten public offering by the Company; or (ii) may determine that marketing factors require: (A) either a limitation on the number of shares to be underwritten, in which event, the managing underwriter(s) may limit the number of Registrable Securities to be included in the registration and underwriting; or (B) that all of the Registrable Securities must be excluded entirely from such underwritten public offering registration for the Company is advised in writing in good faith (provided that no shares held by the managing underwriter officers and directors of the Company’s , other than Registrable Securities that may be owned by officers and directors, shall be included in the registration and underwriting). (iii) The Company shall so advise all Holders and the other holders distributing their securities being offered in an underwritten public offering through such underwriting pursuant to such piggyback registration statement that the amount rights similar to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rightsthis Section 4, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to and other securities that may be registered pursuant to clauses (i) included in the registration and (ii) above, such reduction underwriting shall be made within each tranche on a pro rata basis (based upon allocated among all Holders and other holders in proportion, as nearly as practicable, to the aggregate number respective amounts of shares of Common Stock or Registrable Securities held by such Holders and other securities held by other holders at the holders time of filing the Registration Statement. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in each such trancheregistration (up to the limit imposed by the underwriters), the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Piggyback Registration. (a) If the Company at any time proposes shall determine to register any equity securities of its Common Stock under the Securities Act for sale to the public either Company for its own account or for the account of another Person other holders of equity securities of the Company on any registration form (other than Holders, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option S- 8 or other employee benefit planssuccessor forms) which permits the inclusion of Registrable Securities held by any Holder (a "PIGGYBACK REGISTRATION"), each such time it the Company will promptly give each Holder written notice thereof and, subject to Section 2.2(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written requests of Holders of its intention to effect such registration. Upon the written request of any such Holder given received within 30 20 days after receipt by such Holder delivery of such the Company's notice. (b) If the Piggyback Registration relates to an underwritten public offering, the Company willshall so advise the Holders as part of the written notice given pursuant to Section 2.2(a). In such event, subject the right of any Holder to participate in such registration shall be conditioned upon such Holder's participation in such underwriting in accordance with the limits contained in this Section 3, use its reasonable best efforts terms and conditions thereof. The Board shall have the right to cause all select the managing underwriter(s) for any underwritten Piggyback Registration. All Holders proposing to distribute their Registrable Securities of through such Holder that underwriting shall (together with the Company) enter into an underwriting agreement in customary form. (c) If such Holder so requests to be registered proposed Piggyback Registration is an under the Securities Act written offering and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by the managing underwriter of for such offering advises the Company’s securities being offered in an underwritten public offering pursuant to such registration statement Com pany that the securities requested to be included therein exceeds the amount of securities that can be sold in such offering, except as provided in Section 2.1(b), any securities to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability or other holders of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including Company's securities initiating such offering in such offering shall have priority over any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities Registrable Securities held by any Persons not having any contractual incidental or “piggy back” registration rightsHolders, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) included by a Holder and (ii) above, other holders of the Company's securities that did not initiate the offering in such reduction registration shall be made within each tranche on a reduced pro rata on the basis (based upon of the aggregate number percentage of shares of Common Stock or the then outstanding Registrable Securities held by the holders in each such tranche)Holder and all other holders exercising similar registration rights.

Piggyback Registration. (i) If the Company at any time proposes or from time to time, the Company shall determine to register any of its Common Stock under the Securities Act for sale to the public either securities, for its own account or for the account of another Person other than Holdersany of its shareholders, other than a Registration Statement relating solely to employee share option plans or pursuant to an acquisition transaction on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will promptly give written notice to the Holders of its intention to effect such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such noticeS-4, the Company will, subject : (A) provide to the limits contained Purchaser written notice thereof as soon as practicable prior to filing the Registration Statement; and (B) include in this Section 3such Registration Statement and in any underwriting involved therein, use its reasonable best efforts to cause all of the Registrable Securities specified in a written request by the Purchaser made within fifteen (15) days after receipt of such Holder that written notice from the Company. (ii) If the Registration is for a registered public offering involving an underwriting, the Company shall so advise the Purchaser as a part of the written notice given pursuant to this Section. In such Holder so requests to be registered under event, the rights of the Purchaser hereunder shall include participation in such underwriting and the inclusion of the Registrable Securities Act and qualified for sale under any state blue sky law, all in the underwriting to the extent required provided herein. To the extent that the Purchaser proposes to permit distribute its securities through such sale underwriting, the Purchaser shall (together with the Company and any other securityholders of the Company distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other disposition provision of said this Section, if the managing underwriter of such underwriting determines that marketing factors require a limitation of the number of shares to be offered in connection with such underwriting, the managing underwriter may limit the number of Registrable Securities; Securities to be included in the Registration and underwriting (provided, however, that if (a) the Registrable Securities shall not be excluded --------- ------- from such underwritten offering prior to the exclusion of any securities held by officers and directors of the Company is advised or their affiliates, (b) the Registrable Securities shall be entitled to at least the same priority in writing an underwritten offering as any securities included in good faith such offering by the managing underwriter any of the Company’s securities being offered 's other existing securityholders, and (c) the Company shall not enter into any agreement that would provide any securityholder with priority in connection with an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting priority granted to the marketability Purchaser hereunder). The Company shall so advise any of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) its other securityholders who are distributing their securities through such underwriting pursuant to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” their respective piggyback registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to and other securities that may be registered pursuant to clauses (i) included in the registration and (ii) above, such reduction underwriting shall be made within each tranche on a pro rata basis (based upon allocated among the aggregate number Purchaser and all other securityholders of shares the Company in proportion, as nearly as practicable, to the respective amounts of Common Stock or Registrable Securities held by the holders in each Purchaser and such tranche)other securityholders at the time of the filing of the registration statement. If the Purchaser disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company. Any Registrable Securities so excluded or withdrawn from such underwriting shall be withdrawn from such Registration.

Piggyback Registration. If the Company at any time proposes or from time to time, the Company shall determine to register any of its Common Stock under the Securities Act for sale to the public either securities, for its own account or for the account of another Person other than Holdersany of its Stockholders, other than on Form S-4 a registration relating solely to employee benefit plans, or Form S-8 (each as promulgated a registration relating solely to a transaction pursuant to Rule 145 under the Securities Act) , a transaction relating solely to the sale of debt or convertible debt instruments or a registration on any form (other than Form ▇-▇, ▇-▇ or S-3, or their then equivalents relating successor forms) which does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will: give to each Holder written notice thereof as soon as practicable prior to filing the registration statement; and include in such registration and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within fifteen (15) days after receipt of such written notice from the Company, by any Holder or Holders, except as set forth in subsection (b) below. If the registration is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to subsection 5.3. In such event, the right of any Holder to registration pursuant to Section 5.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) 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 this Section 5.3, if the managing underwriter advises the Holders who are participating in such underwriting in writing that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in the registration and underwriting to an amount that is not less than twenty-five percent (25%) of all the securities included in such registration, or may exclude Registrable Securities entirely from such registration if the registration is the first registered offering for the sale of the Company's equity securities to the general public (provided that no shares held by officers and directors of the Company, other than Registrable Securities that may be issued solely owned by officers and directors, are included in connection with the registration and underwriting and further provided that no Registrable Securities held by Holders other than the Founders shall be reduced if any acquisition Registrable Securities held by the Founders are included in the registration). The Company shall so advise all Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement and next to holders of piggyback registration rights not contained in this Article V. If any Holder disapproves of the terms of any entity or business or equity securities issuable in connection with stock option or other employee benefit planssuch underwriting, each such time it will promptly give he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders of its intention may be included in such registration (up to effect the limit imposed by the underwriters), the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Upon the written request of any such Holder given within 30 days after receipt by such Holder of such notice, the Form S-3. The Company will, subject to the limits contained in this Section 3, shall use its reasonable best efforts to cause qualify for registration on Form S-3 or its successor form. After the Company has qualified for the use of Form S-3, Initiating Holders shall have the right at any time to request that the Company effect any registration on Form S-3 (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of shares by such Holders), subject only to the following: The Company shall not be required to file a registration statement pursuant to this Section 5.4 within one hundred eighty (180) days of the effective date of any registration referred to in Sections 5.2 and 5.3 above. The Company shall not be required to file a registration statement pursuant to this Section 5.4 unless the Holder or Holders requesting registration propose to dispose of shares of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $1,000,000. The Company shall not be required to file more than two registration statements pursuant to this Section 5.4 within any twelve-month period. The Company shall give written notice to all Holders of Registrable Securities of the receipt of a request for registration pursuant to this Section 5.4 and shall provide a reasonable opportunity for other Holders to participate in the registration; provided, that if the registration is for an underwritten offering, the following terms shall apply to all participants in such offering: The right of any Holder that to registration pursuant to Section 5.4 shall be conditioned upon such Holder so requests to be registered under Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities Act and qualified for sale under any state blue sky law, all in the underwriting to the extent required provided herein. All Holders proposing to permit distribute their securities through such sale underwriting shall (together with the Company and the other Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other disposition provision of said this Section 5.4, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise all Holders, and the number of shares of Registrable SecuritiesSecurities that may be included in the registration and underwriting may be reduced up to an amount that is not less than twenty-five percent (25%) of all the securities included in such registration and the Registrable Securities to be included shall be allocated among all Holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders; provided, however, that if the Company is advised securities to be included in writing in good faith by the managing underwriter of the Company’s securities being offered in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability as a result of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including piggyback registration rights not contained in this Article V as well as any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded offered by the Company, its officers and employees shall be determined in excluded from the following sequence: (i) first, securities held by registration statement prior to the exclusion of any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders Holders and further provided that no Registrable Securities held by Holders other than the Founders shall be reduced if any Registrable Securities held by the Founders are included in each the registration. If any Holder disapproves of the terms of any such trancheunderwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. If, by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the limit imposed by the underwriters), the Company shall offer to all Holders who have included Registrable Securities in the registration the right to include additional Registrable Securities in the same proportion used in determining the limitation as set forth above. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Subject to the foregoing, the Company will use its best efforts to effect promptly the registration of all shares of Registrable Securities on Form S-3 to the extent requested by the Holder or Holders thereof for purposes of disposition.

Piggyback Registration. If (i) Each time that the Company at proposes for any time proposes reason to register any of its Common Stock under the Securities Act for in connection with the proposed offer and sale to the public of its Common Stock, either for its own account or for the account on behalf of another Person any other than Holderssecurity holder (“Proposed Registration”), other than pursuant to a registration statement on Form S-4 Forms S-▇, ▇-▇ or Form S-8 (each as promulgated under any similar forms, the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, each such time it will Company shall promptly give written notice of such Proposed Registration to Shareholders, and shall offer to Shareholders the right to request inclusion of their Common Stock issued pursuant to the Holders terms of its intention the Agreement in the Proposed Registration. (ii) The Shareholders shall have 30 days from the receipt of such notice to effect such registration. Upon deliver to the Company a written request specifying the number of any such Holder given within 30 days after receipt shares of Common Stock that Shareholders intend to sell in the Proposed Registration, as well as information on Shareholders’ intended method of disposition. (iii) If the Proposed Registration by such Holder of such noticethe Company is, in whole or in part, an underwritten public offering, the Company will, subject to shall so advise Shareholders and any request must specify that their Common Stock be included in the limits contained in this Section 3, underwriting on the same terms and conditions as the shares of Common Stock otherwise being sold through underwriters under such registration. (iv) Upon receipt of a written request the Company shall promptly use its reasonable best efforts to cause all Registrable Securities such shares of such Holder that such Holder so requests Common Stock held by Shareholders to be registered under the Securities Act (and qualified for sale included in any related qualifications or registration under any state blue sky lawlaws), all to the extent required to permit such sale or other disposition of said Registrable Securities; provided, however, that if as set forth in the Company Proposed Registration. (v) If the offering is advised in writing in good faith by the managing underwriter of the Company’s securities being offered in to be an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) and Shareholders propose to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and securities held by any Persons having contractual incidental or “piggy back” registration rights pursuant to an agreement which is not this Agreement. If there is a reduction in the number of distribute their shares of Common Stock through such underwritten offering, Shareholders agree to enter into an underwriting agreement with the underwriter or Registrable Securities underwriters selected for such underwriting by the Company. The Shareholders may withdraw their Common Stock from such offering at any time until the day prior to be registered the effective date by written notice to the Company and the managing underwriter. Notwithstanding the foregoing, if in its good faith judgment the managing underwriter determines and advises the Company in writing that the inclusion of the Common Stock issued to Shareholders pursuant to clauses (i) and (ii) abovethe Agreement in the underwritten public offering, together with any Common Stock offered by the Company, would interfere with the successful marketing of such reduction shall be made within each tranche on a pro rata basis (based upon securities, the aggregate number of managing underwriter may exclude the Common Stock owned by the Shareholder from the Proposed Registration as long as all shares of Common Stock or Registrable Securities held owned by the holders in each such tranche)Company’s officers, directors and 5% shareholders are excluded.

Piggyback Registration. If (a) Each time the Company at any time proposes shall determine to register any of its Common Stock file a registration statement under the Securities Act for sale to the public either for its own account or for the account of another Person other than Holders, (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Actor a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition the proposed offer and sale of any entity of its securities of the same class as the Registrable Securities either for its own account or business on behalf of any other security holder (other than a registration pursuant to Section 2 or equity securities issuable in connection with stock option or other employee benefit plansSection 3), each the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such time it will promptly give Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holders of its intention to effect such registration. Upon Holder by the Company, a written request to include in such registration statement any Registrable Securities of any such Holder given within 30 days after receipt by such Holder of such noticethe Holder, the Company will, subject to the limits contained in this Section 3, use its reasonable best efforts to cause all shall include such Registrable Securities of in such Holder that such Holder so requests to be registered under the Securities Act and qualified for sale under any state blue sky lawregistration statement, all to the extent required to permit such the sale or other disposition by the prospective seller or sellers of said the Registrable Securities; provided, however, that if Securities to be so registered. (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is advised for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 5 shall be conditioned upon such Holder’s participation in writing such underwriting and the inclusion of such Holder’s Registrable Securities in good faith the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of the Company’s securities being offered in an underwritten public offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration statement in writing that in its good faith judgment the amount number of Registrable Securities and the other securities requested to be sold by persons registered (i) exceeds the number of Registrable Securities and other than the Company (collectively, “Selling Stockholders”) is greater than the amount securities which can be offered without adversely affecting sold in such offering at a price acceptable to the marketability Company, or (ii) would jeopardize the success of the offering, then (A) the Company may reduce the amount offered for the accounts number of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual incidental or “piggy back” registration rights, and (ii) second, Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated: A. If the registration is on behalf of the Company: a. First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement; b. Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by any Persons having contractual incidental or “piggy back” such Holders at the time of the filing of the registration rights pursuant statement; and c. Last, among all other participating holders proposing to an agreement which is not this Agreement. If there is a reduction register securities other than Registrable Securities, in the manner determined by the Company. B. If the registration is on behalf of holders of Common Stock other than any Holder of Registrable Securities: a. First, among all participating holders other than any stockholder participants in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and b. Last, to the Company, for such number of shares of Common Stock or as may be included in the registration statement. (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be registered pursuant to clauses (i) and (ii) above, so included shall not be included in such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)registration.

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

Piggyback Registration. 4.1 If the Company at any time proposes from and after the date hereof, the Company shall determine to register any of its Common Stock under the Securities Act securities, whether for sale to the public either for its own account or for the account of another Person any other than HoldersPerson, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents registration statements relating to equity securities to be issued solely in connection with any acquisition of any entity (i) employee, consultant or business distributor compensation or equity securities issuable in connection with stock option or other incentive arrangements, including employee benefit plans, each such time it or (ii) acquisitions or any transaction or transactions under Rule 145 under the Securities Act or any successor rule with similar effect, then the Company will promptly give the Purchasers written notice thereof and include in such registration statement (a "PIGGYBACK REGISTRATION STATEMENT") and in any underwriting involved therein, all Registrable Securities (the "PIGGYBACK REGISTRABLE SECURITIES") specified in a written request made by each Purchaser (a "PIGGYBACK REQUEST") within 10 (ten) business days (or such later time as the underwriters may allow in writing) after receipt of such written notice from the Company. 4.2 If the Piggyback Registration Statement of which the Company gives notice is for an underwritten offering or the Company proposes to do an underwritten take down from an unallocated or universal shelf registration, the Company shall so advise the Purchasers as a part of the written notice given pursuant to SECTION 4.1. In such event, the right of a Purchaser to registration pursuant to this SECTION 4 (or to participate in an underwritten take down in the case of an unallocated or universal shelf registration) shall be conditioned upon the agreement of the Purchaser to participate in such underwriting and in the inclusion of such Piggyback Registrable Securities in the underwriting to the extent provided herein. The Purchasers shall (together with the Company and any other holders distributing securities in such Piggyback Registration Statement, if any) enter into an underwriting agreement (the "PIGGYBACK UNDERWRITING AGREEMENT") in customary form with the underwriter or underwriters selected for such underwriting by the Company. If a Purchaser disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Holders Company and the managing underwriters. Any Piggyback Registrable Securities excluded from such underwriting shall be excluded from such Piggyback Registration Statement. 4.3 Notwithstanding any other provision of its intention to effect such registration. Upon this Agreement, if the written request managing underwriters of any underwritten offering pursuant to a Piggyback Request determine, in their sole discretion that, after including all the shares proposed to be offered by the Company and all the shares of any other Persons entitled to registration rights with respect to such Holder given within 30 days after receipt by such Holder Piggyback Registration Statement (pursuant to other agreements with the Company), marketing factors require a limitation of such noticethe number of Piggyback Registrable Securities to be underwritten (a "PIGGYBACK MARKET CUT-BACK"), the Company will, subject to shall include in the limits contained registration (i) in this Section 3, use its reasonable best efforts to cause all Registrable Securities of such Holder the event that such Holder so requests registration is on behalf of shareholders of the Company having demand registration rights under other agreements with the Company (A) first, the securities requested to be registered under by such other shareholders, and (B) second, the Piggyback Registrable Securities Act requested to be included in the registration and qualified for sale under any state blue sky lawsecurities, all if any, requested to be included by others having these rights, pro rata among the holders of Piggyback Registrable Securities which are to be registered and sold pursuant to the extent required Piggyback Registration Statement and others exercising these rights, on the basis of the number of securities requested to permit be included by the holders of such sale or other disposition Piggyback Registrable Securities and the others exercising these rights; and (ii) in the event that such registration is on behalf of said the Company, (A) first, the securities that the Company proposes to sell, (B) second, the Piggyback Registrable Securities requested to be included in the registration and securities, if any, requested to be included by others having these rights, pro rata among the holders of the Piggyback Registrable Securities which are to be registered and sold pursuant to such Piggyback Registration Statement and others exercising these rights, on the basis of the number of the Piggyback Registrable Securities requested to be included by holders of such Piggyback Registrable Securities, and others exercising these rights; provided, however, that if in no event shall the amount of Piggyback Registrable Securities of the Purchasers included in the underwriting on behalf of the Company is advised (together with any other securities of the Purchasers being included in writing the underwriting pursuant to other agreements with the Company) be reduced below thirty percent (30%) of the total amount of securities included in good faith such offering. 4.4 Except to the extent specifically provided in this SECTION 4 hereof, the procedures to be followed by the managing underwriter Company and the Purchasers, and the respective rights and obligations of the Company and the Purchasers, with respect to the distribution of any Piggyback Registrable Securities by the Purchasers pursuant to any Piggyback Registration Statement filed by the Company shall be as set forth in the Piggyback Underwriting Agreement, or any other agreement or agreements governing the distribution of such Piggyback Registrable Securities pursuant to such Piggyback Registration Statement. 4.5 Notwithstanding the foregoing, however, nothing in this SECTION 4, or any other provision of this Agreement, shall be construed to limit the absolute right of the Company’s securities being offered , for any reason and in an underwritten public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the marketability of the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including any Holders) to a number reasonably deemed satisfactory by such managing underwriter; and provided, further, that the securities to be excluded shall be determined in the following sequence: its sole discretion (i) firstto delay, securities held by suspend or terminate the filing of any Persons not having any contractual incidental or “piggy back” registration rights, and Piggyback Registration Statement; (ii) second, Registrable Securities and securities held by to delay the effectiveness of any Persons having contractual incidental Piggyback Registration Statement; or “piggy back” registration rights pursuant (iii) to an agreement which is not this Agreement. If there is a reduction in the number of shares of Common Stock or Registrable Securities to be registered pursuant to clauses (i) and (ii) above, withdraw such reduction shall be made within each tranche on a pro rata basis (based upon the aggregate number of shares of Common Stock or Registrable Securities held by the holders in each such tranche)Piggyback Registration Statement.