Common use of Piggyback Registration Clause in Contracts

Piggyback Registration. (a) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering.

Piggyback Registration. Subject to the provisions of section 7.2, if ---------------------- at any time or from time to time prior to the period which ends one (a1) Each time that year following the Corporation proposes exercise period of this Option, as specified in Section 1.4 the Company shall determine to file a registration statement under the Securities Act for any reason to sales of Shares of the 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 otherwise, 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 S-8 (or successor forms) under the Securities Act, 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 than pursuant to a state securities laws) no later then thirty (30) days before its filing with the Securities and Exchange Commission; and (b) Include in such registration statement on Form ▇-▇and any related qualification under blue sky laws or other compliance, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but and in regard to Form S-1 only any underwriting in connection with the initial registrations, 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 Corporation’s 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 Registrable Security Holder's Registrable Securities in the underwriting to the extent provided in this section. All Registrable Securities Holders proposing to 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 provision of this section, if the underwriter determines in good faith that the inclusion of such Registrable Securities would jeopardize the successful sale of such other securities proposed to be sold by such underwriter, the underwriter may exclude all Common Stock (collectivelyexcept that being sold on behalf of the Company or limit the amount of non-Company Common Stock, “Excluded Forms”), in which case the Corporation Registrable Securities Holders shall promptly give written notice of be entitled to participate in such proposed registration in proportion to all holders their relative holdings of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in provided, if it is not the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from first -------- registered offering the receipt of such notice to deliver to the Corporation a written request specifying underwriter may limit the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares proposed to be included in the underwritten public offering, together with any other issued registration and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities underwriting unless (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if except and to the extent that such securities exceed twenty-five percent that) there is included (25%or has previously been included) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering.registration under this

Piggyback Registration. (a) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than (i) a registration relating to the sale of securities to employees of the Corporation or a subsidiary pursuant to a stock option, stock purchase or similar plan; (ii) a registration relating to a Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with covering the initial public offering sale of the Corporation’s Registrable Securities; or (iv) a registration in which the only Common Stock (collectively, “Excluded Forms”)being registered is Common Stock issuable upon conversion of debt securities that are also being registered, the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable SecuritiesHolders, which notice shall also constitute an offer to such holders Holders to request inclusion of any Registrable Shares Securities in the proposed registration. (b) Each holder of Registrable Securities Holder shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares Securities such holder Holder intends to sell and the holderHolder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares Securities are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares Securities to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering.

Piggyback Registration. (a) Each If, at any time that after the Corporation date hereof, the Company proposes for any reason to register any of its securities under prepare and file with the Securities Act, other than pursuant to Commission a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-3 (or Form S-1 or similar or any successor forms, but in regard to Form S-1 form thereto) covering only in connection with the initial public offering resale of equity securities of the Corporation’s Common Stock (collectively, “Excluded Forms”)Company held by its stockholders, the Corporation shall promptly Company will give written notice of its intention to do so to the Holders at least ten (10) days prior to the filing of each such proposed registration to all holders statement. Upon the written request of the Holders, made within five (5) days after receipt of the notice, that the Company include any of the Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares Securities in the proposed registration.registration statement, the Company shall, as to the Holders, use reasonable best efforts to effect the registration under the Act of such Registrable Securities which it has been so requested to register (the “Piggyback Registration”); (b) Each holder Notwithstanding the provisions of Registrable Securities paragraph (a) above, the right to Piggyback Registration shall have 30 days from not apply, unless the receipt of such notice Company otherwise agrees in writing, to deliver any registration statement: (i) relating to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(bCompany; (ii) may specify that relating solely to securities of the Registrable Shares Company to be included in the underwriting offered pursuant to (ix) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registrationan employee benefit plan, or (iiy) on terms and conditions comparable a dividend or interest reinvestment plan (including such a plan that has an open enrollment or cash investment feature); (iii) relating to those normally applicable securities of the Company to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock be issued for a consideration other than Registrable Shares solely cash; (iv) relating to securities of the Company to be offered solely to existing security holders of the Company, through a “rights offering” or otherwise; (v) relating solely to securities of the Company to be issued on the exercise of options, warrants and similar rights, or on the conversion or exchange of other securities, issued by the Company or any other person; (vi) relating to debt securities of the Company, including debt securities that are being sold through underwriters convertible or exchangeable for equity securities of the Company; or (vii) that may become effective automatically upon filing with the Commission pursuant to Rule 462 under such registrationthe Act or otherwise. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (ec) Notwithstanding the foregoingpreceding provisions of this Section, if the managing underwriter Company shall have the right to elect not to file or to defer the filing of any such proposed registration determines and advises in writing that statement or to withdraw the inclusion of all Registrable Shares proposed to be included in same after 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and filing but prior to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringeffective date thereof.

Piggyback Registration. If at any time and from time to time during the Exercise Period the Company proposes to register any of its Common Stock under the Securities Act (aother than pursuant to (S) Each time 13.1) in connection with an underwritten public offering of such Common Stock, it shall promptly give written notice to the Holder of the Underlying Shares or Restricted Stock of its intention to do so. Upon the written request of the Holder, given within 30 days after receipt of any such notice from the Company, the Company shall in each instance use its best efforts to cause such securities to be registered under the Securities Act and registered or qualified under any state securities law, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the Holder; PROVIDED, HOWEVER, that the Corporation proposes for obligation to give such notice and to use such best efforts shall not apply to any reason proposal of the Company to register any of its securities under the Securities Act, other than pursuant to a registration statement Act (a) on Form ▇-▇S-8 (or any successor form), ▇▇▇▇ ▇-▇ (b) in connection with dividend reinvestment plans, or Form S-1 (c) for the purpose of offering such securities to another business entity or similar or successor forms, but in regard to Form S-1 only the shareholders of such entity in connection with the initial public acquisition of assets or shares of capital stock of such entity or in connection with a merger or consolidation with such entity. In connection with any offering involving an underwriting of Restricted Stock the Company shall not be required to include such shares unless the Holder agrees to the terms of the Corporation’s Common Stock (collectivelyunderwriting and then only in such quantity as will not, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder opinion of Registrable Securities shall have 30 days from the receipt underwriters, jeopardize the success of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration offering by the Corporation is, Company. Nothing in whole or in part, an underwritten public offering of securities of this (S) 13.3 shall be deemed to require the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable Company to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares proposed to be included in the underwritten public offering, together proceed with any other issued and outstanding shares registration of Common Stock proposed to be included therein by holders other than its securities after giving the holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; notice herein provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering.

Piggyback Registration. If, at any time commencing after the date hereof and expiring five (a5) Each time that years thereafter, the Corporation Company proposes for any reason to register any of its securities under the Securities Act, Act (other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the an initial public offering of shares of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation shall promptly Company or in connection with a merger or pursuant to Form S-4 or Form S-8 or successor form thereto) it will give written notice by registered mail, at least thirty (30) days prior to the filing of each such registration statement, to the Holders of its intention to do so. If any of the Holders notify the Company within twenty (20) days after mailing of any such notice of its or their desire to include any such securities in such proposed registration statement, the Company shall afford such Holders the opportunity to all holders of Registrable Securities, which notice shall also constitute an offer to have any such holders to request inclusion of any Registrable Option Shares in the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from the receipt of registered under such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) registration statement. In the event that the proposed such registration by the Corporation is, in whole or in part, relates to an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and for said offering advises the Company in writing that in its opinion the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by exceeds the holders of Other Sharesnumber which can be sold in such offering without causing a diminution in the offering price or otherwise adversely affecting the offering, the Company will include in such registration (a) first, the securities the Company proposes to sell, (iib) second, if necessary the securities held by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securitiesthe entities that made the demand for registration, and (iiic) third, if necessary, (A) one-half (1/2) by the Option Shares or other securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed requested to be included in such registration by which in the holders thereofopinion of such underwriter can be sold, on a pro rata among the Holders and other owners on the basis calculated based upon of the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Option Shares or Series A-1 Registrable Shares sought other securities requested to be registered by each such holder; providedHolders and other owners. Notwithstanding the provisions of this Section, that the aggregate number Company shall have the right at any time after it shall have given written notice pursuant to this Section (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 be included in such registration by withdraw the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and same after the filing but prior to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringeffective date thereof.

Piggyback Registration. Subject to Section 2.1(a) hereof, if Ashford Prime proposes to file a registration statement (aor a prospectus supplement pursuant to a then existing shelf registration statement) Each time that under the Corporation proposes Securities Act with respect to a proposed underwritten equity offering by Ashford Prime for any reason to register its own account or for the account of any of its securities respective securityholders of any class of security other than (i) any registration statement filed by Ashford Prime under the Securities ActAct relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in Section 7.4 of the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration or any other than pursuant to contractually obligated registration or (iii) a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 (or similar or successor forms, but in regard to Form S-1 only any substitute form that may be adopted by the Commission) filed in connection with the initial public an exchange offer or offering of the Corporationsecurities solely to Ashford Prime’s Common Stock (collectivelyexisting securityholders, “Excluded Forms”), the Corporation then Ashford Prime shall promptly give written notice of such proposed registration filing to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder Holders of Registrable Securities shall have 30 as soon as practicable (but in no event less than ten (10) days from before the receipt anticipated filing date of the applicable preliminary prospectus or, if applicable, prospectus supplement; provided that in the case of a “bought deal” or an offering in which there is no (or very limited) marketing, seven (7) days before pricing, and such notice shall offer such Holders the opportunity to deliver to the Corporation a written request specifying the register such number of shares of Registrable Shares Securities as each such holder intends Holder may request (a “Piggyback Registration”). Ashford Prime shall use commercially reasonable efforts to sell and cause the holder’s intended method managing Underwriter or Underwriters of disposition. (c) In the event that the a proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that to permit the Registrable Shares Securities requested to be included in the underwriting (i) a Piggyback Registration to be included on the same terms and conditions as the shares any similar securities of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registrationAshford Prime included therein. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering.

Piggyback Registration. (a) Each time that the Corporation Company proposes for any reason to register any Register a public offering solely of its securities under the Securities ActCommon Stock (not including an offering of Common stock issuable upon conversion or exercise of other securities), other than pursuant to a registration statement Registration Statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “"Excluded Forms”"), the Corporation Company shall promptly give written notice of such proposed registration Registration to all holders of Registrable SecuritiesShares, which notice shall also constitute an offer to such holders the right to request inclusion of any Registrable Shares Securities in the proposed registrationRegistration. (b) Each holder of Registrable Securities Shares shall have 30 ten (10) days or such longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of shares of Registrable Shares Securities such holder intends to sell and the holder’s 's intended method plan of disposition. (c) In the event that the proposed registration Registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities of the CorporationCompany, any request under Section 3.5(b2.3(b) may specify that the Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registrationRegistration. (d) Upon receipt of a written request pursuant to Section 3.5(b2.3(b), the Corporation Company shall promptly use its best efforts to cause all such Registrable Shares Securities to be registered under the Securities ActRegistered, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration an underwritten public offering, determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “"Other Shares”) "), would interfere with the successful marketing of the Corporation’s securitiessecurities proposed to be included in the underwritten public offering, then the total number of such securities proposed shares to be included in such underwritten public offering shall be reduced, (i) and shares shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, first by excluding shares held by the shares requested directors, officers, employees and founders of the Company, and then, to be included the extent necessary, by excluding Registrable Securities participating in such registration by the holders of Other Sharesunderwritten public offering, (ii) secondpro rata, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, based on a pro rata basis calculated based upon the number of shares of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by Securities each -------- such holder; provided, that the aggregate number of securities holder proposed to be include. (f) All Shares that are not included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten 12 months following a public offering, that the managing underwriter reasonably determines as necessary in order to effect such the underwritten public offering. The holders of such Shares shall execute such documentation as the managing underwriter reasonably requests to evidence this lock-up.

Piggyback Registration. (a) Each If at any time that after the Corporation completion of the Initial Public Offering the Company proposes for any reason to register any of its securities Company Securities under the Securities Act, Act (other than pursuant (i) a Shelf Registration (defined below), which will be subject to the provisions of Section 2.03; provided that any Underwritten Takedown (defined below) will be subject to this Section 2.02, or (ii) a registration statement on Form ▇-▇S-8, ▇▇▇▇ ▇-▇ F-4 or Form S-1 S-4, or any successor or similar or successor forms, but in regard relating to Form S-1 only Ordinary Shares issuable upon exercise of employee stock options or in connection with the initial public offering any employee benefit or similar plan of the Corporation’s Common Stock (collectively, “Excluded Forms”Company or in connection with a direct or indirect acquisition by the Company of another Person), whether or not for sale for its own account, the Corporation Company shall promptly each such time give written prompt notice at least ten (10) Business Days prior to the anticipated filing date of the registration statement relating to such proposed registration to all holders of Registrable Securitieseach Shareholder, which notice shall also constitute an set forth such Shareholder’s rights under this Section 2.02 and shall offer such Shareholder the opportunity to include in such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying registration statement the number of Registrable Shares Securities of the same class or series as those proposed to be registered as each Shareholder may request (a “Piggyback Registration”), subject to the provisions of Section 2.02(b). Upon the request of any such holder intends Shareholder made within five (5) Business Days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to sell and be registered by such Shareholder), the holder’s intended method Company shall use all commercially reasonable efforts to effect the registration under the Securities Act of disposition. (c) In the event all Registrable Securities that the proposed Company has been so requested to register by all such Shareholders, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that (A) if such registration by the Corporation is, in whole or in part, involves an underwritten public offering of securities of the CorporationPublic Offering, any request under Section 3.5(b) may specify that the Registrable Shares all such Shareholders requesting to be included in the underwriting (iCompany’s registration must sell their Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the shares Company, and (B) if, at any time after giving notice of Common Stock, if any, otherwise being sold through underwriters under its intention to register any Company Securities pursuant to this Section 2.02(a) and prior to the effective date of the registration statement filed in connection with such registration, or (ii) on terms and conditions comparable the Company shall determine for any reason not to those normally applicable register such securities, the Company shall give notice to offerings all such Shareholders and, thereupon, shall be relieved of common stock its obligation to register any Registrable Securities in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under connection with such registration. (d) Upon receipt . No registration effected under this Section 2.02 shall relieve the Company of its obligations to effect a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, Demand Registration to the extent required by Section 2.01 or a Shelf Registration to permit sale or disposition as set forth the extent required by Section 2.03. The Company shall pay all Registration Expenses in the written requestconnection with each Piggyback Registration. (eb) Notwithstanding the foregoing, if If a Piggyback Registration involves an underwritten Public Offering and the managing underwriter advises the Company that, in its view, the number of any such proposed registration determines and advises in writing Shares that the inclusion Company and the Shareholders 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: (i) first, so much of all Registrable Shares the Company Securities proposed to be included in registered for the underwritten public offeringaccount of the Company (or, together with any if such registration is pursuant to a demand by a Person that is not a Shareholder, for the account of such other issued and outstanding shares of Common Stock proposed Person) as would not cause the offering to be included therein by holders other than exceed the holders of Maximum Offering Size, (ii) second, all Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, any Shareholders pursuant to this Section 2.02 (ii) secondallocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Shareholders on the basis of the relative number of Registrable Securities held by each such Shareholder, or in such other proportion as shall mutually be agreed to by all Registrable Securities which are not Series A-2 Registrable Securitiessuch Registering Shareholders), Series A-3 Registrable Securities or Series A-1 Registrable Securities, and and (iii) third, if necessary, (A) one-half (1/2) by the any securities proposed to be issued by registered for the Corporationaccount of any other Persons with such priorities among them as the Company shall determine; provided that, and (B) one-half (1/2) by notwithstanding the holders of Series A-2 Registrable Sharesforegoing, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon no event shall the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be Securities included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only underwritten Public Offering be reduced hereunder if and to the extent that such securities exceed twenty-five percent (below 25%) % of the aggregate total number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringPublic Offering.

Piggyback Registration. (a) Each time that the Corporation proposes for any reason Company decides to register any of its securities file a Registration Statement under the Securities Act, Act (other than pursuant on Forms S-4 or S-8 or any successor form for the registration of securities issued or to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only be issued in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”a merger or acquisition or employee benefit plan), the Corporation Company shall promptly give written notice of such proposed registration thereof to all holders of Registrable Securitiesthe Holders as soon as practicable but in no event less than ten (10) business days before the intended filing date, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in disclose the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell amount and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering type of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares to be included in such Registration Statement, the underwriting (iintended method(s) on of distribution and the same terms and conditions as name of the shares of Common Stockproposed managing underwriter or underwriters, if any, otherwise being sold through underwriters under . The Company shall include in such registration, or Registration Statement such Registrable Securities for which it has received written requests for registration within ten (ii10) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances business days after such written notice has been given. If in the event that no good faith judgment of the managing underwriter in any Underwritten Offering, the inclusion of all of the Registrable Securities and any other Common Stock (including shares of Common Stock issued or issuable upon the exercise or conversion of other than Registrable Shares are being sold through underwriters under such registration. (dsecurities of the Company) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares requested to be registered under by third parties holding similar registration rights (the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “"Other Shares”Securities") would interfere with the successful marketing of the Corporation’s a smaller number of such securities, then the total number of such securities proposed Registrable Securities and Other Securities to be included in such underwritten public the offering shall be reduced, (i) first by the except for shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the CorporationCompany 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 (B) one-half (1/2) by the holders number of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed securities that are entitled to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to Underwritten Registration shall be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and allocated first to the extent that such Company for securities exceed twenty-five percent (25%) of the aggregate number of securities included being sold for its own account and thereafter as set forth in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringSection 2.03 below.

Piggyback Registration. (a) Each time that If the Corporation Company proposes for to file on its behalf and/or on behalf of any reason to register any holder of its securities (other than a holder of Registrable Securities) a registration statement under the Securities Act, Act on any form (other than pursuant to a registration statement on Form ▇-▇S-4, ▇▇▇▇ ▇-▇ F-4 or Form S-1 S-8 (or similar or any successor forms, but form) for securities to be offered in regard to Form S-1 only in connection with the initial public offering a transaction of the Corporation’s Common Stock type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the registration of Ordinary Shares or ADSs (collectively, a “Excluded FormsPiggyback Registration”), the Corporation it shall promptly give written notice to the Holders at least thirty (30) days before the initial filing with the SEC of such proposed registration to all holders of Registrable Securitiesstatement (a “Piggyback Registration Statement”), which notice shall also constitute an offer to set forth the number of the Ordinary Shares or ADSs (as applicable) that the Company and other holders of the Ordinary Shares or ADSs (as applicable), if any, then contemplate including in such holders to request inclusion registration and the intended method of any Registrable disposition of such the Ordinary Shares in the proposed registrationor ADSs (as applicable). (b) Each holder of If a Holder desires to have Registrable Securities registered under this Section 2.3, it shall have 30 advise the Company in writing within fifteen (15) days from after the date of receipt of such notice from the Company of its desire to deliver to the Corporation a written request specifying have Registrable Securities registered under this Section 2.3, and shall set forth the number of Registrable Shares Securities for which registration is requested. The Company shall thereupon use its reasonable best efforts to include, or in the case of a proposed underwritten public offering, use its reasonable best efforts to cause the managing underwriter or underwriters to permit each such holder intends Holder to sell include in such filing the number of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the holder’s intended method of dispositionSecurities Act. (c) In If the event that the proposed registration by the Corporation is, in whole or in part, Piggyback Registration relates to an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and public offering advises the Company in writing that (with a copy to each Selling Holder) that, in its reasonable opinion, the inclusion number of all Registrable Shares proposed Securities requested to be included in the underwritten public offering, Piggyback Registration together with the securities being registered by the Company or any other issued security holder exceeds the Maximum Offering Size, then: (i) in the event the Company initiated the Piggyback Registration, the Company shall include in such Piggyback Registration first, the securities the Company proposes to register and outstanding shares second, the securities of Common Stock proposed all other selling security holders, including the Registrable Securities requested to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securitiesany Holder, then the total number of such securities proposed to be included in such underwritten public offering Piggyback Registration in an amount that, together with the securities the Company proposes to register, shall not exceed the Maximum Offering Size and shall be reduced, (i) first by the shares requested to be included in allocated among such registration by the selling security holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated (based upon on the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable the Ordinary Shares or Series A-1 Registrable Shares ADSs (as applicable) sought to be registered by each such selling security holder); providedand (ii) in the event any holder of securities of the Company initiated the Piggyback Registration, that the aggregate Company shall include in such Piggyback Registration first, the securities such initiating security holder proposes to register, second, the Registrable Securities requested to be sold by any Holder, in an amount that, together with the securities the initiating security holder proposes to register, shall not exceed the Maximum Offering Size and shall be allocated among such Holders selling Registrable Securities on a pro rata basis (based on the number of securities proposed the Ordinary Shares or ADSs (as applicable) sought to be included registered by each such Holder), and third, any securities the Company proposes to register, in such registration by an amount that, together with the securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Offering Size. (d) The Company shall not hereafter enter into any agreement that is inconsistent with the rights of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included priority provided in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringSection 2.3(c).

Piggyback Registration. (a) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than (i) a registration relating to the sale of securities to employees of the Corporation or a subsidiary pursuant to a stock option, stock purchase or similar plan; (ii) a registration relating to a Rule 145 transaction; (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; (iv) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or (v) under the Registration Statement on Form ▇S-1 (Reg. No. 333-▇, ▇▇▇▇ ▇-▇ 194150) or Form S-1 or similar or successor forms, but in regard any registration statement filed pursuant to Form S-1 only Rule 462(b) under the Securities Act in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”)therewith, the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable SecuritiesHolders, which notice shall also constitute an offer to such holders Holders to request inclusion of any Registrable Shares Securities in the proposed registration. (b) Each holder of Registrable Securities Holder shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares Securities such holder Holder intends to sell and the holderHolder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares Securities are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares Securities to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering.

Piggyback Registration. (a) Each If the Company at any time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than pursuant Act for sale to a the public (except with respect to registration statement statements on Form Forms ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard another form not available for registering the Registrable Securities for sale to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”public), the Corporation shall promptly each such time it will give written notice at the applicable address of such proposed registration record to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each each holder of Registrable Securities shall have 30 days from of its intention to do so. Upon the receipt written request of any of such notice to deliver holders of the Registrable Securities, given within twenty (20) days after receipt by such Person of such notice, the Company will, subject to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation islimits contained in this Section 4, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its reasonable best efforts to cause all such Registrable Shares Securities of said requesting holders to be registered under the Securities ActAct and qualified for sale under any state blue sky law, all to the extent required to permit such sale or other disposition as set forth in the written request. (e) Notwithstanding the foregoingof said Registrable Securities; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than the Company (collectively, “Selling Stockholders”) is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of Selling Stockholders (including such holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, that any shares to be excluded shall be determined in the following order of priority: (a) securities held by any Persons not having any such proposed contractual, incidental registration determines rights, (b) securities held by any Persons having contractual, incidental registration rights pursuant to an agreement which is not this Agreement, and advises in writing that (c) the inclusion of all Registrable Shares proposed Securities sought 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, thereof as determined on a pro rata basis calculated (based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in Registrable Securities held by such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringholders).

Piggyback Registration. (a) Each If the Company at any time that after the Corporation Purchase Date proposes for any reason to register any of its equity securities under the Securities Act, Act (other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ Forms S-8 or Form S-1 S-4 or similar or successor forms, but in regard to Form S-1 only in connection with form which is not available for registering the initial public offering of the Corporation’s Common Stock for sale to the public (collectively, the “Excluded Forms”)), the Corporation it shall each such time promptly give written notice of such proposed registration to all holders Holders of outstanding Shares, the Warrant and Warrant Shares of its intention so to do but in no event less than 30 days before the anticipated filing date, and, upon the written request, given within 10 days after receipt of any such notice, of the Holders of any such Shares, Warrant and Warrant Shares to register any shares of Registrable Securities, which notice shall also constitute an offer use its best efforts to cause all such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder shares of Registrable Securities shall have 30 days from then held by each such Holder to be registered under the Securities Act promptly upon receipt of the written request of such notice to deliver Holders for such registration, all to the Corporation a written request specifying extent requisite to permit the number of Registrable Shares such holder intends to sell and sale or other disposition (in accordance with the intended methods thereof, as set forth in the holder’s intended method written request) by the then Holders of disposition. (c) the shares of Registrable Securities so registered. In the event that the proposed registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities of the CorporationCompany, any request under pursuant to this Section 3.5(b) 3.1 to register shares of Registrable Securities may specify that the Registrable Shares so specify, and such shares shall be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration; provided, however, that the Company and all Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting (ii) on terms and conditions comparable including, without limitation, a market stand-off agreement of up to those normally applicable to offerings 180 days after the effective date of common stock in reasonably similar circumstances in the event that no shares such registration if required by such underwriters). Notwithstanding any other provision of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoingthis Agreement, if the managing underwriter underwriter(s) determine(s) in good faith that marketing factors require a limitation of any such proposed registration determines and advises in writing that the inclusion number of all Registrable Shares proposed shares to be underwritten, then the managing underwriter(s) may exclude shares (including up to 100% of the Registrable Securities from the registration and the underwriting, with the number of Registrable Securities, if any, included in the underwritten public offering, together with any other issued registration and outstanding shares the underwriting being allocated to each of Common Stock proposed to be included therein by holders other than the holders Holders requesting inclusion of their Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, Registration Statement on a pro rata basis calculated based upon on the total number of Registrable Securities then held by each such Holder, provided that the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought Securities to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration offered by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only Holders may not be reduced hereunder if and below an amount equal to 15% of the total Registrable Securities offered. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the extent that such securities exceed twenty-five percent (25%) Company and the underwriter(s), delivered at least 10 business days prior to the effective date of the aggregate number of securities included in Registration Statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. The In each case, those shares of Common Stock that Registrable Securities which are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offeringdays, that which the managing underwriter reasonably determines as is necessary in order to effect such the underwritten public offering.

Piggyback Registration. (a) Each Until the time set forth in Section 2.3(g) hereof, each time that the Corporation Company proposes for any reason to register any Register a public offering of its securities under the Securities ActCommon Stock, other than (i) pursuant to a registration statement Registration Statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only forms or (ii) on a Registration Statement filed in connection with an exchange offer or other offer of Common Stock solely to the initial public offering then-existing stockholders of the Corporation’s Common Stock (collectively, “Excluded Forms”)Company, the Corporation Company shall promptly give written notice of such proposed registration Registration to all holders of Registrable SecuritiesShares and Warrant Shares, which notice shall also constitute an offer to such holders the right to request inclusion of any Registrable Shares Securities in the proposed registrationRegistration. (b) Each holder of Registrable Securities Shares or Warrant Shares shall have 30 ten (10) days or such longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of shares of Registrable Shares Securities such holder intends to sell and the holder’s 's intended method plan of disposition. (c) The Company shall have the exclusive right to select all underwriters for any underwritten public offering of securities of the Company, including all Shares and Warrant Shares. In the event that the proposed registration Registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities of the CorporationCompany, any request under Section 3.5(b2.3(b) may specify shall contain the holder's agreement that the Registrable Shares Securities will be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registrationRegistration. (d) Upon receipt of a written request pursuant to Section 3.5(b2.3(b), the Corporation Company shall promptly use its best efforts to cause all such Registrable Shares Securities to be registered under the Securities ActRegistered, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration an underwritten public offering determines and advises in writing that the inclusion of all Registrable Shares Securities proposed to be included in the underwritten public offering, together with any shares proposed to be sold by the Company for its own account and any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other holders' shares hereinafter collectively referred to as the “"Other Shares”) "), would interfere with the successful marketing of the Corporation’s securitiessecurities proposed to be included in the underwritten public offering, including the price at which such securities can be sold, then the total number of such securities proposed to shares of persons other than the Company that otherwise would be included in such underwritten public offering shall be reducedexcluded from such underwritten public offering in a number deemed necessary by such managing underwriter, (i) first by excluding, to the extent necessary, other shares requested held by persons who have not exercised contractual rights to be included include such Shares in the offering pursuant to the Prior Registration Rights Agreements (as hereinafter defined), and then, to the extent necessary, by excluding Registrable Securities participating in such registration by underwritten public offering, pro rata, based on the holders number of Other Shares, (ii) second, if necessary by all shares of Registrable Securities which are not Series A-2 Registrable Securitieseach holder proposes to include; and, Series A-3 Registrable Securities or Series A-1 Registrable Securitiesthen, and (iii) third, if excluding to the extent necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable other Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable other Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and who have exercised registration rights granted to the extent that such securities exceed twenty-five percent (25%) them under registration rights agreements of the aggregate number of securities Company in effect on the date hereof or any other registration rights in effect on the date hereof (collectively, the "Prior Registration Rights Agreements"). (f) All Shares and Warrant Shares that are not included in such registration. The shares of Common Stock that are excluded from the an underwritten public offering pursuant to the preceding sentence Section 2.3 shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten 12 months following a public offering, that the managing underwriter reasonably determines as is necessary in order to effect such the underwritten public offering. The holders of such Shares and the Warrant Shares shall execute such documentation as the managing underwriter reasonably requests to evidence this lock-up. (g) The registration rights provided by this Agreement shall expire with respect to any Registrable Security upon the earliest to occur of (i) the effectiveness of a Registration Statement that includes in the Registration effected thereby, at the request of a Selling Stockholder, such Registrable Security; (ii) the date on which such Registrable Security is eligible for resale under Rule 144 without regard to the volume limitations thereof; and (iii) five years from the date hereof.

Piggyback Registration. (a) Each time that If the Corporation proposes for any reason shall determine to register any of its securities under the Securities Act1933 Act for its own account, other than pursuant a registration relating solely to employee benefit plans, or a registration relating to a registration statement corporate reorganization or other transaction on Form ▇-▇S-4 or any successor form, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”)any registration on any registration form that does not permit secondary sales, the Corporation shall will: (i) promptly give to the Subscriber written notice thereof; (ii) 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 7.1(b) below, and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made by the Subscriber and received by the Corporation within ten (10) days after the written notice from the Corporation described in clause (i) above (such written request may specify all or a part of the Subscriber’s Registrable Securities); and (iii) the Corporation shall have the right to terminate or withdraw any registration initiated by it under this Section 7.1(a) prior to the effectiveness of such proposed registration whether or not the Subscriber has elected to all holders include securities in such registration. The expenses of Registrable Securities, which notice such withdrawn registration shall also constitute an offer to such holders to request inclusion of any Registrable Shares in be borne by the proposed registrationCorporation. (b) Each holder If the registration of which the Corporation gives notice is for a registered public offering involving an underwriting, the Corporation shall so advise the Subscriber as a part of the written notice given pursuant to Section 7.1(a)(i). In such event, the right of the Subscriber to registration pursuant to this Section 7.1(b) shall be conditioned upon the Subscriber’s participation in such underwriting and the inclusion of the Subscriber’s Registrable Securities shall have 30 days from in the receipt of such notice to deliver underwriting to the extent provided herein. The Subscriber shall (together with the Corporation and the other holders of securities of the Corporation 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 underwriters selected by the Corporation. Notwithstanding any other provision of this Section 7.1, if the representative of the underwriters advises the Corporation in writing that marketing factors require a written request specifying limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Shares such holder intends Securities to sell be included in, the registration and underwriting. The Corporation shall so advise all holders of securities requesting registration, and the holder’s intended method number of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering shares of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares proposed entitled to be included in the underwritten public offering, together registration and underwriting shall be allocated first to the Corporation for securities being sold for its own account and thereafter pro rata in accordance with any other issued and outstanding shares the number of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares Shares requested to be included in such registration registration. If any person does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Corporation or the underwriter. Any Registrable Securities or Series A-1 other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed Securities to be included in such registration by was previously reduced as a result of marketing factors, the holders thereof, on a pro rata basis calculated based upon Corporation shall then offer to 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 Registrable Sharesshares so withdrawn, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought with such shares to be registered by each such holder; provided, that allocated pro rata among the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringpersons requesting additional inclusion.

Piggyback Registration. (i) If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 1.4), other than a Registration Statement (or any registered offering with respect thereto) (a) Each time filed in connection with any employee stock option or other benefit plan, (b) pursuant to a Registration Statement on Form S-4 (or similar form that the Corporation proposes for any reason relates to register any of its securities a transaction subject to SEC Rule 145 under the Securities ActAct or any successor rule thereto), other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public (c) for an offering of debt that is convertible into equity securities of the Corporation’s Common Stock Company, or (collectivelyd) for a dividend reinvestment plan, “Excluded Forms”), then the Corporation Company shall promptly give written notice of such proposed registration offering to all holders Holders of Registrable SecuritiesSecurities as soon as practicable but not less than twenty (20) days before the anticipated filing date of such Registration Statement or, in the case of an underwritten offering pursuant to an existing Registration Statement, the applicable “red ▇▇▇▇▇▇▇” prospectus or prospectus supplement used for marketing such offering, which notice shall also constitute (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters (if any) in connection with an Underwritten Shelf Takedown, and (B) offer to such holders to request inclusion all of any Registrable Shares in the proposed registration. (b) Each holder Holders of Registrable Securities shall have 30 the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within ten (10) days from the after receipt of such written notice (such registered offering, a “Piggyback Registration”). Except with respect to deliver an Underwritten Shelf Takedown under Section 1.4, the rights provided under this Section 2.5 shall not be available to any Holder at such time as there is an effective Shelf Registration Statement available for the Corporation a written request specifying resale of the number of Registrable Shares such holder intends Securities pursuant to sell and Section 2.1. Subject to Section 2.5(ii), the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation isCompany shall, in whole or in partgood faith, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the cause such Registrable Shares Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the underwriting (i) managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.4 to be included therein on the same terms and conditions as any similar securities of the shares Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the underwriter or underwriters in connection with an Underwritten Shelf Takedown. (ii) If the managing underwriter or underwriters in connection with an Underwritten Shelf Takedown that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of Common StockShares or other equity securities that the Company desires to sell, taken together with (a) Common Shares or other equity securities, if any, otherwise being sold through underwriters under such registration, as to which Registration or (ii) on terms and conditions comparable a registered offering has been demanded pursuant to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock separate written contractual arrangements with persons or entities other than the Holders of Registrable Shares are being sold through underwriters under such registration. Securities hereunder, (db) Upon receipt of a written request the Registrable Securities as to which registration has been requested pursuant to Section 3.5(b)2.2 hereof, and (c) Common Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then: (a) if the Registration or registered offering is undertaken for the Company’s account, the Corporation Company shall promptly use its best efforts include in any such Registration or registered offering (A) first, Common Shares or other equity securities that the Company desires to cause all such Registrable Shares to sell, which can be registered under sold without exceeding the Securities ActMaximum Number of Securities; (B) second, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion Maximum Number of all Securities has not been reached under the foregoing clause (A), the Registrable Shares proposed Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.4, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such underwritten offering and 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 holders aggregate number of Registrable Securities (such other shares hereinafter collectively referred to as that the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed Holders have requested to be included in such underwritten public offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; (b) if the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering (A) first, the Common Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be reducedsold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i) first by A), the shares Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.4, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such underwritten offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such registration by underwritten offering, which can be sold without exceeding the holders Maximum Number of Other Shares, Securities; (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iiiC) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Shares or other equity securities exceed twentythat the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-five percent back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; and (25%c) if the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by ▇▇▇▇▇▇(s) of Registrable Securities pursuant to Section 2.5 hereof, then the aggregate number Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.5(ii). (iii) Any Holder of securities included Registrable Securities (other than a Demanding Holder), whose right to withdraw from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.4(iii) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the underwriter or underwriters (if any) in connection with an Underwritten Shelf Takedown of his, her or its intention to withdraw from such registrationPiggyback Registration prior to the pricing of such transaction. The shares Company (whether on its own good faith determination or as the result of Common Stock that are excluded from the underwritten public offering a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the preceding sentence SEC in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.4(iii)), the Company shall be withheld from responsible for the market by Registration Expenses incurred in connection with the holders thereof for a period, not Piggyback Registration prior to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringits withdrawal under this Section 2.5.

Piggyback Registration. (a) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Restricted Securities, which notice shall also constitute an offer to such holders the right to request inclusion of any Registrable Restricted Shares in the proposed registration. (b) Each holder of Registrable Restricted Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Restricted Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Restricted Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Restricted Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Restricted Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Restricted Shares 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 holders of Registrable Restricted Securities (such other shares hereinafter collectively referred to as the “Other Shares”) ), would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, and (ii) second, (A) if necessary in connection with the Initial Offering, by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) thirdthe Restricted Shares, if necessaryany, proposed to be included in such registration by the holders thereof on a pro rata basis, based upon the number of Restricted Shares, if any, sought to be registered by each such holder, or (B) if in connection with any other underwritten public offering, (A1) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B2) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Restricted Shares proposed to be included in such registration by the holders thereof, thereof on a pro rata basis calculated basis, based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Restricted Shares sought to be registered by each such holder; provided, however, that the aggregate number holders of securities proposed the Senior Preferred shall have priority in all registrations over the holders of all other shares except for registrations initiated by the Corporation in which the shares being sold by the Corporation are for its own account, in which case the Corporation’s shares shall have the right to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and therein to the extent that such securities exceed twenty-five percent set forth in clause (25%B) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringabove.

Piggyback Registration. (a) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than the Corporation's initial public offering or pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “"Excluded Forms”"), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Restricted Securities, which notice shall also constitute an offer to such holders the right to request inclusion of any Registrable Restricted Shares in the proposed registration. (b) Each holder of Registrable Restricted Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Restricted Shares such holder intends to sell and the holder’s 's intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b4.5(b) hereof may specify that the Registrable Restricted Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Restricted Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b)4.5(b) hereof, the Corporation shall promptly use its best efforts to cause all such Registrable Restricted Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Restricted Shares 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 holders of Registrable Restricted Securities (such other shares hereinafter collectively referred to as the “"Other Shares”) "), would interfere with the successful marketing of the Corporation’s 's securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced. If such proposed registration is in connection with an offering other than a Qualified Public Offering, such reduction shall occur (i) first first, by the shares requested to be included in such registration by the holders of Other Shares, and (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (Aa) one-half (1/2) by the securities proposed to be issued by the Corporation, and (Bb) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Restricted Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated basis, based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Restricted Shares sought to be registered by each such holder; providedprovided however, that in no event shall the aggregate number of securities proposed Restricted Shares to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only offering be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) less than 15% of the aggregate number of securities total shares to be included in such registrationtherein. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 180 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering.

Piggyback Registration. (a) Each Once the Company is eligible to use Form S-3 (or any successor form), each time that the Corporation it proposes for any reason to register any of its securities Common Stock under the Securities ActAct in connection with the proposed offer and sale of its Common Stock for money, either for its own account or on behalf of any other security holder (“Proposed Registration”), other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ Forms S-4 or Form S-1 or similar S-8 (or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation ) it shall promptly give written notice of such proposed registration Proposed Registration to all holders of Registrable Securities, which notice the Holder and shall also constitute an offer to such holders the Holder the right to request inclusion of any its Warrant Shares (the “Registrable Shares Securities”) in the proposed registrationProposed Registration. (b) Each holder of Registrable Securities the Holder shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of shares of the Holder ’s Registrable Shares Securities, as the case may be, such holder Investor intends to sell in the Proposed Registration and the holder’s Holder's intended method of disposition. (c) In the event that the proposed registration by the Corporation Proposed Registration is, in whole or in part, an underwritten public offering of securities offering, the Company shall so advise the Holder as part of the Corporationwritten notice given pursuant to Section 2(a), and any request under Section 3.5(b1(b) may must specify that the Holder’s Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b1(b), the Corporation Company shall promptly use its best commercially reasonable efforts to cause all such shares of the Holder’s Registrable Shares Securities to be registered under the Securities ActAct (and included in any related qualifications under blue sky laws or other compliance), to the extent required to permit sale or disposition as set forth in the written requestProposed Registration. (e) Notwithstanding In the foregoingevent that the offering is to be an underwritten offering, if the managing underwriter of any Holder propose to distribute its Warrant Shares through such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of Holder agrees to enter into an underwriting agreement with the underwriter or underwriters selected for such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringunderwriting.

Piggyback Registration. (a) Each If the Company, at any time after that date which is six months after the Corporation consummation of the initial public offering of the Common Stock, proposes for any reason to register any of its securities Primary Shares or Other Shares under the Securities Act, Act (other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 promulgated under the Securities Act or similar or any successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”forms thereto), the Corporation it shall promptly give written notice to the Stockholders of such proposed registration its intention so to all holders of Registrable Securitiesregister the Primary Shares or Other Shares and, which notice shall also constitute an offer to such holders to request inclusion upon the written request, given within 15 days after delivery of any such notice by the Company, of any Stockholder to include in such registration Registrable Shares in the proposed registration. held by such Stockholder (b) Each holder of Registrable Securities which request shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying specify the number of Registrable Shares such holder intends proposed to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation Company shall promptly use its best efforts to cause all such Registrable Shares to be registered under included in such registration on the Securities Actsame terms and conditions as the securities otherwise being sold in such registration; provided, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoinghowever, that if the managing underwriter of any such proposed registration determines and advises the Company in writing that the inclusion of all Registrable Shares proposed requested by the Stockholders to be included in the underwritten public offeringsuch registration, together with any other issued and outstanding shares the inclusion of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the “all Other Shares”) , would interfere with the successful marketing (including pricing) of Primary Shares proposed to be registered by the Corporation’s securitiesCompany, then the total number of such securities Primary Shares, Registrable Shares and Other Shares proposed to be included in such underwritten public offering registration shall be reduced, included in the following order: (i) first by first, the shares Primary Shares; (ii) second, the Venture Capital Shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and Venture Capitalists; (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed Lender Securities requested to be included in such registration by the holders thereofLenders; and (iv) fourth, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Other Shares and the Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed requested to be included in such registration by the Stockholders and the holders of Series A-2 Other Shares (pro rata based on the number of Other Shares and Registrable Shares held by such holders of Other Shares and Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering).

Piggyback Registration. (a) Each time that the Corporation Company proposes for any reason to register any Register a public offering solely of its securities under the Securities ActCommon Stock, other than pursuant to a registration statement Registration Statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “"Excluded Forms”"), the Corporation Company shall promptly give written notice of such proposed registration Registration to all holders of Registrable SecuritiesShares, which notice shall also constitute an offer to such holders the right to request inclusion of any Registrable Shares Securities in the proposed registrationRegistration. (b) Each holder of Registrable Securities Shares shall have 30 ten (10) days or such longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of shares of Registrable Shares Securities such holder intends to sell and the holder’s 's intended method plan of disposition. (c) In the event that the proposed registration Registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities of the CorporationCompany, any request under Section 3.5(b1.3(b) may specify that the Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registrationRegistration. (d) Upon receipt of a written request pursuant to Section 3.5(b1.3(b), the Corporation Company shall promptly use its best efforts to cause all such Registrable Shares Securities to be registered under the Securities ActRegistered, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration an underwritten public offering, determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “"Other Shares”) "), would interfere with the successful marketing of the Corporation’s securitiessecurities proposed to be included in the underwritten public offering, then the total number of such securities proposed shares to be included in such underwritten public offering shall be reduced, (i) and shares shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, first by excluding shares held by the shares requested directors, officers, employees and founders of the Company, and then, to be included the extent necessary, by excluding Registrable Securities participating in such registration by the holders of Other Sharesunderwritten public offering, (ii) secondpro rata, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, based on a pro rata basis calculated based upon the number of shares of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by Securities each such holder; provided, that the aggregate number of securities holder proposed to be include. (f) All Shares that are not included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten 6 months following a public offering, that the managing underwriter reasonably determines as necessary in order to effect such the underwritten public offering. The holders of such Shares shall execute such documentation as the managing underwriter reasonably requests to evidence this lock-up.

Piggyback Registration. (a) Each if the Company at any time that the Corporation proposes proposes, for any reason reason, to register any of its securities Primary Shares or Other Shares under the Securities Act, Act (other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ F-4 or Form S-1 S-8 promulgated under the Securities Act or similar or any successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”forms thereto), the Corporation it shall promptly give written notice to each Shareholder of its intention so to register such proposed registration to all holders of Registrable SecuritiesPrimary Shares or Other Shares and, which notice shall also constitute an offer upon the written request, given no later than 10 Business Days prior to such holders to request inclusion registration of Primary Shares or Other Shares, of any such Shareholder to include in such registration Registrable Shares in the proposed registration. owned by such Shareholder (b) Each holder of Registrable Securities which request shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying specify the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares proposed to be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation Company shall promptly use its best commercially reasonable efforts to cause all such Registrable Shares to be registered under included in such registration on the Securities Actsame terms and conditions as the securities otherwise being sold in such registration; provided, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoinghowever, that if such registration is an Underwritten Offering and the managing underwriter of any such proposed registration determines and formally advises the Company in writing and with sufficient explanation that the inclusion of all Primary Shares, Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by would interfere with the holders thereof, on a pro rata basis calculated based upon successful marketing (including pricing) of the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought proposed to be registered by each such holder; providedthe Company, that then the aggregate number of securities Primary Shares, Registrable Shares and Other Shares proposed to be included in such registration shall be included in the following order: (i) first, Primary Shares; (ii) second, Registrable Shares held by the holders of Series A-2 Registrable Shares, Series A-3 Shareholders requesting that Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares , pro rata based upon the number of Common Stock that are excluded from Registrable Shares owned by each such Shareholder at the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing time of such underwritten public offeringregistration; and (iii) third, Other Shares held by shareholders requesting that Other Shares be included in such registration, pro rata based on the managing underwriter reasonably determines number of Other Shares owned by each such shareholder at the time of such registration of Other Shares (or among such shareholders in such other proportion as necessary in order to effect such underwritten public offering.they shall otherwise agree);

Piggyback Registration. (a) Each Subject to the provisions set forth in Section 2.2(e) below, each time that the Corporation proposes for any reason to register any of its securities under the Securities ActAct in connection with a public offering of such securities solely for cash, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “Excluded Forms”) and other than pursuant to Section 2.1 (excluding a registration enacted under this Section 2.2. pursuant to Section 2.1(c)) or Section 2.3 hereof, the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable SecuritiesHolders, which notice shall also constitute an offer to each such holders Holder the right to request inclusion of any Registrable Shares held by any such Holder in the proposed registration. (b) Each holder of Registrable Securities Holder shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and Holder is requesting be included in the holder’s intended method of dispositionproposed registration. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b2.2(b), the Corporation shall promptly use its best commercially reasonable efforts to cause all such Registrable Shares identified in such written request to be registered under included in the Securities Actproposed registration, subject to the extent required to permit sale or disposition as provisions set forth in the written requestSection 2.2(d) below. (ed) Notwithstanding the foregoing, if any such proposed registration is an underwritten public offering and the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities Shares (such other shares hereinafter collectively referred to as the “Other Shares”) ), would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first first, if necessary, by the shares Other Shares requested to be included in such registration by the holders thereof but only if and to the extent that such request with respect to such Other Shares by the holders thereof is not pursuant to the exercise by such holders of Other Sharesdemand registration rights granted by the Corporation to such holders, and (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereofHolders, on a pro rata basis calculated basis, based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that Holder. (e) Notwithstanding anything express or implied in any of the aggregate number foregoing provisions of securities this Section 2.2 to the contrary: (1) the Corporation shall not have any obligation under this Section 2.2 with respect to any Holder or the Registrable Shares of any Holder in connection with any proposed to be included in such registration by the holders Corporation of Series A-2 Registrable Sharesany of its securities under the Securities Act at any time or from time to time prior to the fifth (5th) anniversary of the date of this Agreement if, Series A-3 at the time of such proposed registration by the Corporation, (x) Rule 144 promulgated under the Securities Act (or another similar exemption under the Securities Act) is available for the sale of all of such Holder’s Registrable Shares and/or Series A-1 without limitation during a three-month period without registration under the Securities Act and (y) none of the Registrable Shares of such Holder were purchased or otherwise acquired by such Holder directly from the Corporation; and (2) the Corporation shall only be reduced hereunder if not have any obligation under this Section 2.2 with respect to any Holder or the Registrable Shares of any Holder in connection with any proposed registration by the Corporation of any of its securities under the Securities Act at any time or from time to time from and to after the extent that such securities exceed twenty-five percent fifth (25%5th) anniversary of the aggregate number date of securities included in this Agreement if, at the time of such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market proposed registration by the holders thereof Corporation, Rule 144 promulgated under the Securities Act (or another similar exemption under the Securities Act) is available for a period, not to exceed 90 days from the closing sale of all of such underwritten public offering, that Holder’s Registrable Shares without limitation during a three-month period without registration under the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringSecurities Act.

Piggyback Registration. (a) Each For so long as Purchasers hold Registrable Securities, each time that the Corporation Company proposes for any reason to register any Register a public offering solely of its securities under the Securities ActCommon Stock (not including an offering of Common stock issuable upon conversion or exercise of other securities), other than pursuant to a registration statement Registration Statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “"Excluded Forms”"), the Corporation Company shall promptly give written notice of such proposed registration Registration to all holders of Registrable Securitiesthe Purchasers, which notice shall also constitute an offer to such holders Purchasers the right to request inclusion of any Registrable Shares Securities in the proposed registrationRegistration. (b) Each holder of Registrable Securities Purchaser shall have 30 ten (10) days or such longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of shares of Registrable Shares Securities such holder Purchaser intends to sell and the holder’s Purchaser's intended method plan of disposition. (c) In the event that the proposed registration Registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities of the CorporationCompany, any request under Section 3.5(b2.3 (b) may specify that the Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registrationRegistration. (d) Upon receipt of a written request pursuant to Section 3.5(b2.3 (b), the Corporation Company shall promptly use its best efforts to cause all such Registrable Shares Securities to be registered under the Securities ActRegistered, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration an underwritten public offering, determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “"Other Shares”) "), would interfere with the successful marketing of the Corporation’s securitiessecurities proposed to be included in the underwritten public offering, then the total number of such securities proposed shares to be included in such underwritten public offering shall be reduced, (i) and shares shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, first by excluding shares held by the shares requested directors, officers, employees and founders of the Company who are not Purchasers, and then, to be included the extent necessary, by excluding Registrable Securities participating in such registration by the holders of Other Sharesunderwritten public offering, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon on the number of shares of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by Securities each such holder; provided, that the aggregate number of securities non-Purchaser holder proposed to be include. (f) All Shares that are not included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten 12 months following a public offering, that the managing underwriter reasonably determines as necessary in order to effect such the underwritten public offering. The holders of such Shares shall execute such documentation as the managing underwriter reasonably requests to evidence this lock-up.

Piggyback Registration. (a) Each time that If after the Corporation Initial Offering, and ending five (5) years following the date of such Initial Offering, (but without any obligation to do so) the Company proposes for any reason to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Securities Act, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only Act in connection with the public offering of such securities (other than the initial public offering of the CorporationCompany’s Common Stock, a registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock (collectively, “Excluded Forms”being registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Corporation shall Company shall, at such time, promptly give each Holder written notice of such proposed registration registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 2.5, the Company shall, subject to the provisions of Section 1.3(c), use commercially reasonable efforts to cause to be registered under the Act all holders of the Registrable Securities, which notice shall also constitute an offer Securities that each such Holder has requested to such holders to request inclusion of any Registrable Shares in the proposed registrationbe registered. (b) Each holder of Registrable Securities The Company shall have 30 days from the receipt right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such notice registration whether or not any Holder has elected to deliver to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of dispositionCompany in accordance with Section 1.8 hereof. (c) In connection with any offering involving an underwriting of shares of the event that Company’s capital stock, the proposed registration Company shall not be required under this Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters) and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Corporation isCompany, and then only in whole or such quantity as the underwriters determine in part, an underwritten public offering of securities their sole discretion will not jeopardize the success of the Corporation, any request under Section 3.5(b) may specify that offering by the Registrable Shares be included in Company. If the underwriting (i) on the same terms and conditions as the shares total amount of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed including Registrable Securities, requested by shareholders to be included in such underwritten public offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be reducedrequired to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (i) first by the shares requested securities so included to be apportioned pro rata among the selling Holders and other selling shareholders according to the total amount of securities entitled to be included therein owned by each selling Holder and other selling shareholders or in such other proportions as shall mutually be agreed to by such selling Holders and other selling shareholders), but in no event shall any shares being sold by a shareholder exercising a demand registration by right similar to that granted in Section 1.2 be excluded from such offering. For purposes of the holders preceding parenthetical concerning apportionment, for any selling shareholder that is a Holder of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securitiesand that is a partnership or corporation, Series A-3 Registrable Securities the partners, retired partners and shareholders of such Holder, or Series A-1 Registrable Securities, the estates and (iii) third, if necessary, (A) one-half (1/2) by family members of any such partners and retired partners and any trusts for the securities proposed benefit of any of the foregoing persons shall be deemed to be issued by the Corporation, a single “selling Holder,” and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a any pro rata basis calculated reduction with respect to such “selling Holder” shall be based upon the number aggregate amount of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered Securities owned by each all such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if related entities and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringindividuals.

Piggyback Registration. (a) Each If at any time that and from time to time after the Corporation Issue Date and prior to the Expiration Date, the Company proposes for any reason to register any shares of its securities Common Stock under the Securities Act, Act on any form for registration thereunder (the “Registration Statement”) for the account of stockholders (other than pursuant one relating to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares a registration of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt underlying a stock option, restricted stock, stock purchase or compensation or incentive plan or of a written request stock issued or issuable pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares proposed to be included in the underwritten public offeringplan, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, or a dividend investment plan; (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the a registration of securities proposed to be issued by the Corporationin exchange for securities or assets of, and or in connection with a merger or consolidation with, another corporation or other entity; or (Biii) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such a registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included issued in exchange for other securities of the Company) in a manner which would permit registration of the Shares of Common Stock under the Warrant for sale to the public under the Securities Act (a “Piggyback Registration”), it will at such registration time give prompt written notice to the Registered Holder of its intention to do so and of the Registered Holder’s rights under this Section 10.1 (the “Section 10.1 Notice”). The rights are referred to in this Section 10.1 are “Piggyback Registration Rights”. Upon the written request of the Registered Holder to the Company, to be received by the holders Company within ten (10) days after the giving of Series A-2 Registrable Sharesany Section 10.1 Notice, Series A-3 Registrable setting forth the number of Shares and/or Series A-1 Registrable intended to be disposed of by the Registered Holder and the intended method of disposition thereof, the Company will include in the Registration Statement the Shares shall only be reduced hereunder if and which the Registered Holder has requested to register, to the extent that such securities exceed twenty-five percent provided in this Section 10. (25%) The Shares set forth in the Section 10.1 Notice or the Section 10.2 Demand being for purposes of this Section 10, the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering“Registrable Shares”.)

Piggyback Registration. (a) Each time that If (but without any obligation to do so) the Corporation Company proposes to register, at the request of other Company stockholders, for any reason to register resale on Form SB-2 (or other applicable form for registration of securities for resale) any of its securities Common Stock within two (2) years of the date hereof, the Company shall, at such time, promptly give each person owning Registrable Securities (each a “Holder” hereunder) written notice of such registration. Upon the written request of any Holder given to the Company within fifteen (15) days after the receipt of the Company’s notice, the Company shall cause a registration statement covering all of the Registrable Securities that each such Holder has requested to be registered to become effective under the Securities Act; provided, other than however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to a registration statement on this Section 7.2 if Form ▇-▇, ▇▇▇▇ ▇-▇ SB-2 (or Form S-1 or similar or any successor forms, but in regard form to Form S-1 only in connection with SB-2 regardless of its designation) is not available for such offering by the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registrationHolders. (b) Each holder In connection with any offering involving an underwriting of Registrable Securities securities, the Company shall have 30 days from not be required under this Section 7.2 to include any of the receipt Holders’ securities in such underwriting unless such Holders accept the terms of such notice to deliver to the Corporation a written request specifying underwriting as agreed upon between the number of Registrable Shares such holder intends to sell Company and the holder’s intended method of disposition. (c) In the event that the proposed registration underwriters selected by the Corporation isit, and then only in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stocksuch quantity, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances as in the event that no shares reasonable opinion of the underwriters, marketing factors allow. Each Holder hereby agrees that, during the period of duration, not to exceed one hundred eighty (180) days, specified by the Company and the managing underwriter of a firm commitment public offering of the Company’s Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities ActAct (a “Public Offering”), it shall not, to the extent required requested by the Company and such underwriter, directly or indirectly sell, offer to permit sale sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or disposition as set forth in the written request. otherwise transfer or dispose of (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares proposed other than to investors who agree to be similarly bound) any securities of the Company held by it at any time during such period except common stock 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering.

Piggyback Registration. (a) Each If the Company at any time after the Closing Date proposes to register Common Stock under the Securities Act for sale to the public (including registrations pursuant to Section 2.1 hereof, but excluding the registration on Form SB-2 that the Corporation proposes Company intends to file by September 30, 2001 with respect to certain options, warrants and shares of Common Stock outstanding as of the date of the Securities Purchase Agreement), whether for its own account or for the account of other security holders or both (except registration statements on Form S–8, S–4 or another form not available for registering the Eligible Securities for sale to the public), each such time it will give written notice to all Holders of its intention to do so. Upon the written request of any reason Holder (a “Piggyback Request”), given within 20 business days after receipt of any such notice, to register any of its securities under Eligible Securities, the Company shall, subject to Section 2.2(b) below, cause the Eligible Securities Act, other than pursuant as to a which registration shall have been so requested to be covered by the registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard proposed to Form S-1 only in connection with be filed by the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registrationCompany. (b) Each holder of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed any registration by the Corporation isstatement described in this Section 2.2 shall relate, in whole or in part, to an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being the Eligible Securities to be registered must be sold through the same underwriters under such registrationas have been selected by the Company (or agreed to pursuant to Section 2.1 hereof, or if applicable). Otherwise, the method of distribution of the Eligible Securities to be sold by any Holder making a Piggyback Request shall be as specified therein. Except with respect to all Holders (iiand their respective Affiliates) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no case of a registration statement filed pursuant to a Registration Request under Section 2.1 hereof, the number of shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares proposed to be included in such registration statement on account of any person may be reduced if and to the underwritten public offering, together with any other issued and outstanding extent that the underwriter or underwriters shall be of the opinion that such inclusion would materially adversely affect the marketing of the total number of shares of Common Stock proposed to be included therein sold, and the number of shares to be registered and sold by holders each person (other than the holders of Registrable Securities (such other shares hereinafter collectively referred Company) shall be reduced pro rata according to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total relative number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The fully diluted shares of Common Stock that are excluded from owned by such person. Notwithstanding the underwritten public offering foregoing provisions of this Section 2.2, the Company may withdraw any registration statement referred to in this Section 2.2 (other than a registration statement filed pursuant to the preceding sentence shall be withheld from the market by the holders thereof a Registration Request under Section 2.1) without thereby incurring any liability for a period, not such withdrawal to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringany requesting Holder.

Piggyback Registration. (a) Each time that If, at any time, the Corporation Company proposes for any reason to register any of its securities under the Securities Act, Act or the Exchange Act (other than in connection with an initial public offering of equity securities pursuant to a an effective registration statement on Form S-1 (or any similar or successor form) (an "Initial Offering") or on Forms ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 comparable forms of registration statements) whether for its own account or similar or successor forms, but in regard to Form S-1 only in connection with a demand registration pursuant to the initial public offering of the Corporation’s Common Stock Investor Rights Agreement (collectively, “Excluded Forms”as defined in below in this Section 2.2), the Corporation shall promptly Company will give written notice by registered mail, at least thirty (30) business days prior to the filing of each such registration statement, to the Holders of the Registrable Securities of its intention to do so. If any Holder notifies the Company within twenty (20) days after receipt of any such notice of its desire to include any Registrable Securities in such proposed registration statement, the Company shall afford such Holder of the Registrable Securities the opportunity to all holders have any such Registrable Securities registered under such registration statement. Notwithstanding the provisions of Registrable Securitiesthis Section 2.2, which (i) the Company shall have the right any time after it shall have given written notice shall also constitute an offer pursuant to such holders to this Section 2.2 (irrespective of whether a written request for inclusion of any Registrable Shares in the proposed registration. (b) Each holder of Registrable Securities such securities shall have 30 days from been made) to elect to postpone or not to file any such proposed registration statement, or to withdraw the receipt of such notice to deliver same after filing but prior to the Corporation a written request specifying effective date thereof and (ii) if the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole underwriter or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stockunderwriters, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing public offering shall be of the reasonable opinion that the inclusion total amount or kind of all securities held by the Holders and any other persons or entities entitled to be included in such public offering would adversely affect the success of such public offering, then the amount of securities to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such public offering to the amount reasonably recommended by the underwriter or underwriters thereof, whereupon the Company shall only be obligated to register such limited portion (which may be none) of the Registrable Shares Securities with respect to which such Holder has provided notice pursuant to this Section 2.2. Any reduction made pursuant to this Section 2.2 shall be of the same proportion of Registrable Securities proposed to be included in the underwritten public offeringregistration as any reduction made pursuant to Section 2.3B of that certain Third Amended and Restated Investor Rights Agreement, together with any other issued dated October 14, 2005, as amended November 23, 2005, among the Company and outstanding shares the Shareholders named therein (the "Investor Rights Agreement"). In no event shall the Company be required pursuant to this Section 2.2 to reduce the amount of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in it unless such registration by is effected pursuant to Section 2.2 of the holders of Series A-2 Registrable SharesInvestor Rights Agreement. Notwithstanding the foregoing, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and the Company may withdraw any registration statement referred to in this Section 2.2 without thereby incurring any liability to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringHolders.

Piggyback Registration. (ai) Each time that the Corporation Company proposes for any reason to register any of its securities Common Stock under the Securities ActAct in connection with the proposed offer and sale of its Common Stock for money either for its own account or on behalf of any other security holder (each, a “Proposed Registration”), other than pursuant to a registration statement on Form ▇-▇S-3, ▇▇▇▇ ▇-▇ Form S-4, or Form S-1 S-8, or similar or any successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”)forms thereto, the Corporation Company shall promptly give written notice of such proposed registration Proposed Registration to all holders of Registrable Securities, which notice Payee and shall also constitute an offer to such holders Payee the right to request inclusion of any Registrable Shares the Common Stock issuable upon conversion hereof in the proposed registrationProposed Registration. (bii) Each holder of Registrable Securities Payee shall have 30 thirty (30) days from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of Registrable Shares such holder shares of Common Stock Payee intends to sell and the holder’s intended method of disposition. (ciii) In the event that the proposed registration Proposed Registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities offering, the Company shall so advise as part of the Corporationwritten notice given pursuant to Section 3(b)(i), and any request under Section 3.5(b3(b)(ii) may must specify that the Registrable Shares shares of Common Stock be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (div) Upon receipt of a written request pursuant to Section 3.5(b3(b)(ii), the Corporation Company shall promptly use its best efforts to cause all such Registrable Shares shares of Common Stock held by Payee to be registered under the Securities ActAct (and included in any related qualifications under blue sky laws or other compliance), to the extent required to permit sale or disposition as set forth in the written requestProposed Registration. (ev) Notwithstanding In the foregoingevent that the offering is to be an underwritten offering, if the Payee proposing to distribute its shares of Common Stock through such underwritten offering agrees to enter into an underwriting agreement and a customary lock-up agreement with the underwriter or underwriters selected for such underwriting by the Company. (vi) If in the good faith judgment of the managing underwriter of in any such proposed registration determines and advises in writing that underwritten offering, the inclusion of all Registrable Shares proposed of the shares of Common Stock and any other Common Stock held by Payee requested to be registered would interfere with the success of such offering, then the number of shares of Common Stock held by Payee and other Common Stock to be included in the underwritten public offering, together with any other issued and outstanding offering (except for shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) Company in an offering initiated by the Company) shall be reduced to such smaller number as, in the opinion of such underwriter, can successfully be sold with the participation in such offering by ▇▇▇▇▇ and the other holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringStock.

Piggyback Registration. (a) Each If at any time that or from time to time, prior to the Corporation date which is five years after the Closing Date, the Company proposes for any reason to register any of its securities under securities, for its own account or the Securities Act, account of any of its shareholders (other than pursuant to a registration statement relating solely to employee stock option or purchase plans, or a registration on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 or similar or any successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”such form), the Corporation shall Company will promptly give to the Investor written notice thereof and include in such registration, and in any underwriting involved therein, all the Shares of the Investor and specified in a written request or requests by the Investor, made within thirty (30) days after receipt of such proposed registration written notice from the Company, to all holders of Registrable Securitiesbe included in any such registration, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares except as set forth in the proposed registrationsubsection 6(b), below. (b) Each holder If the registration of Registrable Securities which the Company gives notice pursuant to Section 6(a) is for a registered public offering involving an underwriting, the Company shall have 30 days from so advise the receipt Investor as a part of the written notice given pursuant to subsection 6(a). In such notice event, the right of the Investor to deliver registration shall be conditioned upon the Investor's participation in such underwriting and the inclusion of the Investor's Shares acquired pursuant to this Agreement in the underwriting to the Corporation extent provided herein. If the Investor proposes to distribute its shares through such underwriting it shall (together with the Company and the other shareholders 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 6, if the underwriter(s) shall notify the Company in writing that in their good faith opinion, marketing factors require a written request specifying limitation of the number of Registrable Shares such holder intends to sell and be underwritten, the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering number of securities of the Corporation, any request under Section 3.5(b) that may specify that the Registrable Shares be included in the underwriting shall be allocated, first, to the Company for its own account; second, to any shareholders (iother than the Investor) invoking contractual rights to have their securities registered on the same terms and conditions as the shares of Common Stockregistration statement pursuant to which Investor is invoking its rights under this subsection 6(b), if any, otherwise being sold through underwriters under such registrationon a pro rata basis, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Actthird, to the extent required to permit sale or disposition as set forth in Investor. In the written request. (e) Notwithstanding event of such a limitation by the foregoing, if underwriters of the managing underwriter number of any such proposed registration determines and advises in writing that Share of the inclusion of all Registrable Shares proposed Investor to be included in the underwritten public offeringregistration and underwriting, together with any other issued and outstanding shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as Company shall so advise the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringInvestor.

Piggyback Registration. If A&P proposes to file a Registration Statement under the Securities Act with respect to an offering of A&P Common Stock for (a) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, A&P’s own account (other than (i) a Registration Statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC) or (ii) a Registration Statement filed in connection with an offering of securities solely to A&P’s existing security holders) or (b) the account of any holder of A&P Common Stock (other than Tengelmann) pursuant to a demand registration statement on Form ▇-▇requested by such holder, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation shall promptly then A&P will give written notice of such proposed registration filing to all holders of Registrable SecuritiesTengelmann as soon as practicable (but in no event less than 20 days before the anticipated filing date), which notice shall also constitute an offer to such holders to request inclusion and upon the written request, given within 10 days after delivery of any Registrable Shares such notice by A&P, of Tengelmann to include in the proposed registration. (b) Each holder of Registrable Securities in such registration (which request shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying specify the number of Registrable Shares such holder intends Securities proposed to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) such registration), A&P will, subject to Section 3.03, include all such Registrable Securities in such registration on the same terms and conditions as A&P’s or such holder’s A&P Common Stock (a “Piggyback Registration”); provided, however, that if at any time after giving written notice of such proposed filing and prior to the shares business day prior to the effective date of Common Stock, if any, otherwise being sold through underwriters under the Registration Statement filed in connection with such registration, or (ii) on terms and conditions comparable A&P shall determine for any reason not to those normally applicable to offerings of common stock in reasonably similar circumstances in proceed with the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number A&P may, at its election, give written notice of such securities proposed determination to Tengelmann and, thereupon, will be included in such underwritten public offering shall be reduced, (i) first by the shares requested relieved of its obligation to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all register any Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in connection with such registration. The shares A&P will control the determination of Common Stock that are excluded from the form of any offering contemplated by this Section 3.02, including whether any such offering will be in the form of an underwritten public offering pursuant to and, if any such offering is in the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing form of such an underwritten public offering, that A&P will select the managing underwriter reasonably determines as necessary lead Underwriter and any additional Underwriters in order to effect connection with such underwritten public offering.

Piggyback Registration. (a) Each time that the Corporation Company proposes for any reason to register any of its securities Common Stock under the Securities ActAct in connection with the proposed offer and sale of its Common Stock for money, either for its own account or on behalf of any other security holder (a “Proposed Registration”), other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation Company shall promptly give written notice of such proposed registration Proposed Registration to all holders of Registrable Securities, which notice the Purchasers and shall also constitute an offer to such holders the Purchasers the right to request inclusion of any its Registrable Shares Securities in the proposed registrationProposed Registration. (b) Each holder of Registrable Securities The Purchasers shall have 30 10 days from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of Registrable Shares Securities such holder Purchaser intends to sell in the Proposed Registration and the holderPurchaser’s intended method of disposition. (c) In the event that the proposed registration Proposed Registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities offering, the Company shall so advise the Purchasers as part of the Corporationwritten notice given pursuant to Section 3(a), and any request under Section 3.5(b3(b) may must specify that the Purchaser’s Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b3(b), the Corporation Company shall promptly use its best commercially reasonable efforts to cause all such Registrable Shares Securities held by the Purchasers to be registered under the Securities ActAct (and included in any related qualifications under blue sky laws or other compliance), to the extent required to permit sale or disposition as set forth in the written requestProposed Registration. (e) Notwithstanding In the foregoingevent that the offering is to be an underwritten offering, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares proposed Purchaser proposes 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 holders of distribute its Registrable Securities (through such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securitiesunderwritten offering, then the total number of Purchaser agrees to enter into an underwriting agreement with the underwriter or underwriters selected for such securities proposed to be included in such underwritten public offering shall be reduced, (i) first underwriting by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringCompany.

Piggyback Registration. (a) Each time that The Company shall give the Corporation proposes for any reason to register any Investors at least 10 days’ prior written notice of its securities under each filing by the Securities Act, Company of a registration statement (other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or on any successor forms, but in regard to Form S-1 only in connection forms thereto) with the initial public offering Securities Exchange Commission (the “Commission”) pursuant to which the Company is registering shares of its Common Stock for sale by itself or others for cash proceeds. If requested by the Investors or the Investor Representative in writing within 20 days after receipt of any such notice, the Company shall, at the Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the Corporation’s Common Stock Shares sold by the Investors), register all or, at the Investors’ option, any portion of the shares of common stock issuable upon conversion or exercise of the Securities held by the Investors (collectively, the “Excluded FormsShares”), concurrently with the Corporation shall promptly give written notice registration of such proposed other securities, all to the extent requisite to permit the public offering and sale of the Shares 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 commercially reasonable efforts through its officers, directors, auditors, and counsel to cause such registration statement to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion become effective as promptly as practicable. If the managing underwriter of any Registrable such offering shall determine and advise the Company that, in its opinion, the distribution of all or a portion of the Shares requested to be included in the proposed registration concurrently with the securities being registered by the Company would adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell itself and second, the Shares requested to be included in such registration, to the extent permitted by the managing underwriter. (b) Each holder In the event of Registrable Securities a registration pursuant to the provisions of this Agreement, the Company shall have 30 days from use its reasonable commercial efforts to cause the receipt Shares so registered to be registered or qualified for sale under the securities or blue sky laws of such notice jurisdictions as the Investors may reasonably request, if such registration or qualification is required; provided, however, that the Company shall not be required to deliver qualify to the Corporation a written request specifying the number do business in any state by reason of Registrable Shares such holder intends this Section 1(b) in which it is not otherwise required to sell and the holder’s intended method of dispositionqualify to do business. (c) In the event that of a registration pursuant to the proposed registration by provisions of this Agreement, the Corporation is, in whole or in part, an underwritten public offering Company shall furnish to the Investors such reasonable number of securities copies of the Corporationregistration statement and of each amendment and supplement thereto (in each case, any 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 Investors may reasonably request under Section 3.5(b) may specify that to facilitate the Registrable disposition of the Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt The Company shall notify the Investors promptly when such registration statement has become effective or a supplement to any prospectus forming a part of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written requestregistration statement has been filed. (e) Notwithstanding The Company shall advise the foregoing, if Investors promptly after it shall receive notice or obtain knowledge of the managing underwriter issuance of any stop order by the Commission suspending the effectiveness of such proposed registration determines statement, or the initiation or threatening of any proceeding for that purpose and advises in writing that promptly use its reasonable best efforts to prevent the inclusion issuance of all Registrable Shares proposed any stop order or to obtain its withdrawal if such stop order should be issued. (f) The Company shall promptly notify the Investors at any time when a prospectus relating thereto is required to be included in delivered under 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing Act of the Corporation’s securities, then happening of any event as a result of which the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be 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 Investors 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 purchasers of such Shares 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 Investors shall suspend all sales of the Shares upon receipt of such notice from the Company and shall not re-commence sales until it receives copies of any necessary amendment or supplement to such prospectus, which shall be delivered to the Investors within 30 days of the date of such notice from the Company. (g) If requested by the holders underwriter for any underwritten offering of Other Shares, (ii) secondthe Company and the Investors will enter into an underwriting agreement with such underwriter for such offering, if necessary by all Registrable Securities which are not Series A-2 Registrable Securitiesshall be reasonably satisfactory in substance and form to the Company, Series A-3 Registrable Securities or Series A-1 Registrable Securitiesthe Company’s counsel and the Investors’ counsel, and (iii) thirdthe underwriter, if necessary, (A) one-half (1/2) and such agreement shall contain such representations and warranties by the securities proposed Company and the Investors and such other terms and provisions as are customarily contained in an underwriting agreement with respect to be issued secondary distributions solely by selling stockholders, including, without limitation, indemnities substantially to the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if effect and to the extent provided in Section 2 of this Agreement. If the Investors do not enter into such underwriting agreement, the Company shall have no obligation to include the Investors’ Shares in the registration statement relating to such offering. (h) The Company agrees that such securities exceed twenty-five percent (25%) of until all the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering Shares have been sold under a registration statement or pursuant to Rule 144 promulgated under the preceding sentence Securities Act or other available exemption from Securities Act registration requirements, it shall use its reasonable commercial efforts to keep current in filing all reports, statements and other materials required to be withheld from filed with the market by Commission to permit the holders thereof for a period, not Investors to exceed 90 days from sell the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringShares under Rule 144.

Piggyback Registration. (a) Each If at any time that the Corporation Pubco proposes for any reason to register any of its securities file a Registration Statement under the Securities ActAct with respect to equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of Pubco (or by Pubco and by the stockholders of Pubco including, without limitation, pursuant to Section 2.2 hereof) on a form that would permit registration of Registrable Securities, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only Registration Statement (i) filed in connection with the initial public any employee stock option or other benefit plan, (ii) for an exchange offer or offering of the Corporationsecurities solely to Pubco’s Common Stock existing stockholders, (collectivelyiii) for an offering of debt that is convertible into equity securities of Pubco, “Excluded Forms”)(iv) for a dividend reinvestment plan or (v) on Form S-4, the Corporation then Pubco shall promptly give written notice of such proposed registration filing to all holders of the Stockholders of Registrable SecuritiesSecurities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall also constitute an (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Stockholders the opportunity to register the sale of such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder number of Registrable Securities shall have 30 as such Stockholders may request in writing within five days from the after receipt of such written notice to deliver to (in the Corporation case of an “overnight” or “bought” offering, such requests must be made by the Stockholders within three Business Days after the delivery of any such notice by Pubco) (such Registration a written request specifying “Piggyback Registration”); provided, however, that if Pubco has been advised in writing by the number managing Underwriter(s) that the inclusion of Registrable Shares such holder intends to sell and Securities for sale for the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities benefit of the CorporationStockholders will have an adverse effect on the price, any request under Section 3.5(btiming or distribution of the Class A Common Stock in the Underwritten Offering, then (1) may specify that the if no Registrable Shares Securities can be included in the underwriting Underwritten Offering in the opinion of the managing Underwriter(s), Pubco shall not be required to offer such opportunity to the Stockholders or (i2) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Stockholders shall be determined based on the provisions of Section 2.3(b). Subject to Section 2.3(b), Pubco shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Stockholders pursuant to this Section 2.3 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Pubco included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. If no written request for inclusion from a Stockholder is received within the specified time, each such Stockholder shall have no further right to participate in such Underwritten Offering. All such Stockholders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by Pubco; provided, however, that (A) no such Stockholder shall be required to make any representations or warranties to or agreements with Pubco or the Underwriters other than representations, warranties or agreements regarding such Stockholder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law and (B) no Stockholder shall be required to agree to any indemnification obligations on the part of such Stockholder that are greater than its obligations pursuant to Article IV. (b) If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises Pubco and the Stockholders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Class A Common Stock that Pubco desires to sell, taken together with (i) the shares of Class A Common Stock, if any, otherwise being sold through underwriters under such registrationas to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Stockholders of Registrable Securities hereunder, or (ii) on terms the Registrable Securities as to which registration has been requested pursuant to Sections 2.2 and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in 2.3, and (iii) the event that no shares of Class A Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of Pubco, exceeds the Maximum Number of Securities, then: (i) If the Registration is undertaken for Pubco’s account, Pubco shall include in any such Registration (A) first, shares of Class A Common Stock or other equity securities that Pubco desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Stockholders exercising their rights to register their Registrable Securities pursuant to Sections 2.2 and 2.3 hereof which can be sold without exceeding the Maximum Number of Securities, allocated pro rata based on the respective number of Registrable Securities that each such Stockholder has requested be included in such Registration; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Class A Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders of Pubco, which can be sold without exceeding the Maximum Number of Securities; (ii) If the Registration is pursuant to a request by persons or entities other than the Stockholders, then Pubco shall include in any such Registration (A) first, shares of Class A Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Stockholders of Registrable Shares are being Securities, which can be sold through underwriters without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Stockholders exercising their rights to register their Registrable Securities pursuant to Sections 2.2 and 2.3 hereof which can be sold without exceeding the Maximum Number of Securities, allocated pro rata based on the respective number of Registrable Securities that each such registrationStockholder has requested be included in such Registration; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), shares of Class A Common Stock or other equity securities that Pubco desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), shares of Class A Common Stock or other equity securities for the account of other persons or entities that Pubco is obligated to register pursuant to separate written contractual piggy-back registration rights of other stockholders of Pubco, which can be sold without exceeding the Maximum Number of Securities. (c) Any Stockholder that indicated an intention to sell Registrable Securities under this Section 2.3 shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to Pubco and the Underwriter or Underwriters (if any) of its intention to withdraw from such Piggyback Registration prior to the pricing of such Underwritten Offering. Pubco (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, Pubco shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.3. (d) Upon receipt For purposes of a written request clarity, any Registration effected pursuant to Section 3.5(b), the Corporation 2.3 hereof shall promptly use its best efforts to cause all such Registrable Shares to not be registered counted as a Registration effected under the Securities Act, to the extent required to permit sale or disposition as set forth in the written requestSection 2.2 hereof. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering.

Piggyback Registration. (a) Each If at any time, and from time that to time, the Corporation Company proposes for any reason to register any of its securities to— (A) file a registration statement under the Securities Act, Act with respect to an underwritten offering of Common Stock of the Company or any securities convertible or exercisable into Common Stock of the Company (other than pursuant with respect to a registration statement (i) on Form ▇-▇S-8 or any successor form thereto, ▇▇▇▇ ▇-▇ (ii) on Form S-4 or Form S-1 any successor form thereto or similar (iii) another form not available for registering the Registrable Securities for sale to the public), whether or successor forms, but in regard to Form S-1 only in connection with the initial public not for its own account; or (B) conduct an underwritten offering constituting a “takedown” of the Corporation’s a class of Common Stock (collectively, “Excluded Forms”), or any securities convertible or exercisable into Common Stock registered under a shelf registration statement previously filed by the Corporation Company; the Company shall promptly give written notice (the “Piggyback Notice”) of such proposed registration filing or underwritten offering to all holders of Registrable Securities, which the Holders at least twenty (20) Business Days before the anticipated filing date. Such notice shall also constitute an offer include the amount and class of securities proposed to be registered or offered, the proposed date of filing of such holders registration statement or the conduct of such underwritten offering, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to request inclusion appear on the front cover page of any Registrable Shares such registration statement (or, in the proposed registration. (b) Each holder case of an Underwritten Offering, would appear on the front cover page of a registration statement), and shall offer the Holders the opportunity to register such amount of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written as each Holder may request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares registration of Common Stockthe Company’s and/or the holders of other securities of the Company securities, as the case may be (a “Piggyback Offering”). Subject to Section (b), the Company will include in each Piggyback Offering all Registrable Securities for which the Company has received written requests for inclusion within ten (10) Business Days after the date the Piggyback Notice is given; provided, however, that in the case of the filing of a registration statement, such Registrable Securities are not otherwise registered pursuant to an existing and effective Shelf Registration Statement under this Agreement; provided further, however that, in the case of an underwritten offering in the form of a “takedown” under a shelf registration statement, such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be offered. (b) The Company will cause the managing underwriter or underwriters of the proposed offering to permit the Holders that have requested Registrable Securities to be included in the Piggyback Offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed registration determines underwritten offering advises the Company and advises the selling Holders in writing that, in its view, the total amount of securities that the inclusion Company, such Holders and any other holders entitled to participate in such offering (“Other Holders”) propose to include in such offering is such as to materially adversely affect the success of all Registrable Shares proposed to be included in the such underwritten public offering, together with any other issued and outstanding shares of Common Stock proposed to be included therein then: (A) if such Piggyback Offering is an underwritten primary offering by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as Company for its own account, the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included Company will include in such underwritten public offering shall be reduced, Piggyback Offering: (i) first first, all securities to be offered by the shares Company; (ii) second, up to the full amount of securities requested to be included in such registration Piggyback Offering by the Holders and the Equity Holders entitled to participate in such offering, allocated pro rata among such holders on the basis of Other Shares, (ii) second, if necessary the amount of securities requested to be included therein by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, each such holder; and (iii) third, if necessary, (A) one-half (1/2) by up to the full amount of securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed requested to be included in such registration Piggyback Offering by all other Other Holders; (B) if such Piggyback Offering is an underwritten secondary offering for the account of Other Holders exercising “demand” rights, the Company will include in such registration: (i) first, all securities of the Other Holders exercising “demand” rights requested to be included therein; (ii) second, up to the full amount of securities requested to be included in such Piggyback Offering by the holders thereofHolders and the Equity Holders entitled to participate in such offering (except for any of the foregoing groups to the extent such group was the group exercising such “demand” right), on a allocated pro rata among such holders on the basis calculated based upon of the number amount of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought securities requested to be registered included therein by each such holder; provided(iii) third, that up to the aggregate number full amount of securities proposed to be included in such the registration by the holders of Series A-2 Registrable SharesCompany; and (iv) fourth, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and up to the extent that such securities exceed twenty-five percent (25%) of the aggregate number full amount of securities requested to be included in such registration. The shares Piggyback Offering by any other Other Holders entitled to participate therein, allocated pro rata among such other Other Holders on the basis of Common Stock that the amount of securities requested to be included therein by each such other Other Holder; such that, in each case, the total amount of securities to be included in such Piggyback Offering is the full amount that, in the view of such managing underwriter, can be sold without materially adversely affecting the success of such Piggyback Offering. (c) If at any time after giving the Piggyback Notice and prior to the time sales of securities are excluded from the underwritten public offering confirmed pursuant to the preceding sentence Piggyback Offering, the Company determines for any reason not to register or delay the registration of the Piggyback Offering, the Company may, at its election, give notice of its determination to all Holders, and in the case of such a determination, will be relieved of its obligation to register any Registrable Securities in connection with the abandoned or delayed Piggyback Offering, without prejudice. (d) Any Holder of Registrable Securities requesting to be included in a Piggyback Offering may withdraw its request for inclusion by giving written notice to the Company, at least three (3) Business Days prior to the anticipated Effective Date of the Registration Statement filed in connection with such Piggyback Offering, or in the case of a Piggyback Offering constituting a “takedown” off of a shelf registration statement, at least three (3) Business Days prior to the anticipated date of the filing by the Company under Rule 424 of a supplemental prospectus (which shall be withheld from the market by preliminary supplemental prospectus, if one is used in the holders thereof for a period, not “takedown”) with respect to exceed 90 days from the closing of such underwritten public offering, of its intention to withdraw from that registration; provided, however, that (i) the managing underwriter reasonably determines as necessary Holder’s request be made in order writing and (ii) the withdrawal will be irrevocable and, after making the withdrawal, a Holder will no longer have any right to effect such underwritten public offeringinclude its Registrable Securities in that Piggyback Offering.

Piggyback Registration. (a) Each time that the Corporation Company proposes for any reason to register any Register a public offering solely of its securities under the Securities ActCommon Shares, other than pursuant to a registration statement Registration Statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “"Excluded Forms”"), the Corporation Company shall promptly give written notice of such proposed registration Registration to all holders of Registrable SecuritiesShares, which notice shall also constitute an offer to such holders the right to request inclusion of any Registrable Shares Securities in the proposed registrationRegistration. In addition, the Company has a pending registration statement with the Commission (File No.: 333-209379), and such registration statement will be exempt from granting the Shareholders piggyback registration right as set forth in this section. (b) Each holder of Registrable Securities Shares shall have 30 ten (10) days or such longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of shares of Registrable Shares Securities such holder intends to sell and the holder’s 's intended method plan of disposition. (c) In the event that the proposed registration Registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities of the CorporationCompany, any request under Section 3.5(b1.3(b) may specify that the Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common StockShares, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registrationRegistration. (d) Upon receipt of a written request pursuant to Section 3.5(b1.3(b), the Corporation Company shall promptly use its best efforts to cause all such Registrable Shares Securities to be registered under the Securities ActRegistered, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration an underwritten public offering, determines and advises in writing that the inclusion of all Registrable Shares Securities proposed to be included in the underwritten public offering, together with any other issued and outstanding shares of Common Stock Shares proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the “"Other Shares”) "), would interfere with the successful marketing of the Corporation’s securitiessecurities proposed to be included in the underwritten public offering, then the total number of such securities proposed shares to be included in such underwritten public offering shall be reduced, (i) and shares shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, first by excluding shares held by the shares requested directors, officers, employees and founders of the Company, and then, to be included the extent necessary, by excluding Registrable Securities participating in such registration by the holders of Other Sharesunderwritten public offering, (ii) secondpro rata, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, based on a pro rata basis calculated based upon the number of shares of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by Securities each such holder; provided, that the aggregate number of securities holder proposed to be include. (f) All Shares that are not included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten 6 months following a public offering, that the managing underwriter reasonably determines as necessary in order to effect such the underwritten public offering. The holders of such Shares shall execute such documentation as the managing underwriter reasonably requests to evidence this lock-up.

Piggyback Registration. (ai) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Restricted Securities, which notice shall also constitute an offer to such holders the right to request inclusion of any Registrable Restricted Shares or Common Stock Shares in the proposed registration. (bii) Each holder of Registrable Restricted Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Restricted Shares such holder intends to sell and the holder’s intended method of disposition. (ciii) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b3(e)(ii) hereof may specify that the Registrable such Restricted Shares be included in the underwriting (iA) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, registration or (iiB) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Restricted Shares are being sold through underwriters under such registration. (div) Upon receipt of a written request pursuant to Section 3.5(b)3(e)(ii) hereof, the Corporation shall promptly use its best efforts to cause all such Registrable Restricted Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (ev) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Restricted Shares 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 holders of Registrable Restricted Securities (such other shares hereinafter collectively referred to as the “Other Shares”) ), would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (iA) first first, by the shares requested to be included in such registration by the holders of Other Shares, Shares and (iiB) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (AI) one-half (1/2) by the securities proposed to be issued by the Corporation, Corporation and (BII) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Restricted Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated basis, based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Restricted Shares sought to be registered by each such holder; provided, that however, that, except where such proposed underwritten public offering is a Qualified Public Offering, in each of the aggregate number of securities proposed to be included in such registration by the foregoing cases, holders of Series A-2 Registrable SharesRestricted Securities shall be entitled to include, Series A-3 Registrable on a pro rata basis, an aggregate of such Restricted Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and equal to the extent that such securities exceed twenty-five at least fifty percent (2550%) of the aggregate total number of securities included registered in such registrationproposed underwritten public offering. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 180 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering.

Piggyback Registration. (a) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than pursuant to Unless a registration statement has already been filed and remains effective with respect to the Shares, each time Company determines to file a registration statement under the Act (other than on Form ▇-▇S-1 solely covering an employee benefit plan, ▇▇▇▇ ▇-▇ S-4 or Form S-1 or similar or successor forms, but in regard to Form S-1 only S-8) in connection with the initial public offering proposed offer and sale for money of the Corporation’s Common Stock (collectivelyany of its securities, “Excluded Forms”)either for its own account or on behalf of any other security holder, the Corporation shall promptly Company will give written notice of such proposed registration its determination to Investor. Upon the written request of Investor within thirty (30) days after the receipt of the written notice, Company will cause all holders Shares of Registrable Securities, which notice shall also constitute an offer Investor to such holders to request inclusion of any Registrable Shares be included in the proposed registrationregistration statement, to the extent necessary to permit the legally permissible sale or other disposition by Investor. (b) Each holder If the registration is for a public offering involving an underwriting, Company will so advise Investor as a part of Registrable Securities shall have 30 days from its written notice. In such event, the receipt right of such notice Investor to deliver registration pursuant to this Section is conditioned upon Investor’s participation in the underwriting and the inclusion of Investor’s Shares in the underwriting to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell extent provided herein. Investor will enter into (together with Company and the holder’s intended method of dispositionother shareholders distributing their securities through the underwriting) an underwriting agreement with the underwriter or underwriters selected by Company for the underwriting, provided that the underwriting agreement is in customary form and is reasonably acceptable to Investor. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering Notwithstanding any other provision of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoingthis Section, if the managing underwriter of any such proposed registration determines an underwritten distribution advises Company and advises Investor in writing that in its good faith judgment the inclusion number of all Registrable Shares proposed and the other securities requested to be registered exceeds the number of Shares and other securities which can be sold in the offering, then (i) the number of Shares and other securities so requested to be included in the underwritten public offeringoffering will be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in the offering (except for shares to be issued by Company in an offering initiated by Company, together with any which will have priority over the Shares), and (ii) the reduced number of shares will be allocated among all participating holders of Common Stock and investor in proportion, as nearly as practicable, to the respective number of Shares and other issued securities held by Investor and outstanding other holders at the time of filing the registration statement in relation to the total number of shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, outstanding on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable fully diluted basis. All Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of and other securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that which are excluded from the underwritten public offering pursuant underwriting by reason of the underwriter’s marketing limitation and all other Shares not originally requested to be so included will not be included in the preceding sentence shall registration and will be withheld from the market by the holders thereof Investor for a period, not to exceed 90 days from the closing of such underwritten public offeringone hundred eighty (180) days, that which the managing underwriter reasonably determines as is necessary in order to effect such the underwritten public offering.

Piggyback Registration. (a) Each If at any time that the Corporation Company proposes for any reason to register (other than a registration pursuant to Section 6.1 hereof) any of its securities Equity Securities under the Securities ActAct on Forms ▇-▇, other than pursuant to a registration statement on Form ▇-▇, ▇-▇, ▇▇-▇▇ , ▇▇-▇ or Form S-1 or similar or successor forms, but any other registration form at the time in regard to Form S-1 only effect on which Registrable Securities could be registered for sale by the holders thereof (other than a registration in connection with an acquisition of or merger with another entity or the initial public offering sale of shares to employees, consultants or directors of the Corporation’s Common Stock (collectivelyCompany pursuant to employee stock option, “Excluded Forms”stock purchase or other employee benefit plans, provided that the only securities covered by such registration are the securities to be issued as part of such acquisition or merger or the securities to be sold to such employees, consultants or directors), the Corporation Company shall promptly on each such occasion give written notice of such proposed registration to all holders of Registrable SecuritiesSecurities of its intention so to do, which notice shall also constitute describing such Equity Securities and specifying the form and manner and the other relevant facts involved in such proposed registration (including, without limitation, (x) whether or not such pro posed registered offering will be an offer underwritten offering and, if so, the identity of the Managing Underwriter and whether such offering will be pursuant to such holders to request inclusion a "best efforts" or "firm commitment" underwriting and (y) the price (net of any Registrable Shares in the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell underwriting commissions, discounts and the holder’s intended method of disposition. (clike) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that at which the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common StockSecurities, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in are reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares expected to be registered under the Securities Act, sold) if such disclosure is acceptable to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering.Managing

Piggyback Registration. (a) Each If at any time, and from time that to time, the Corporation Company proposes for any reason to register any of its securities to— (A) file a registration statement under the Securities Act, Act with respect to an underwritten offering of Common Stock of the Company or any securities convertible or exercisable into Common Stock of the Company (other than pursuant with respect to a registration statement (i) on Form ▇-▇S-8 or any successor form thereto, ▇▇▇▇ ▇-▇ (ii) on Form S-4 or Form S-1 any successor form thereto or similar (iii) another form not available for registering the Registrable Securities for sale to the public), whether or successor forms, but in regard to Form S-1 only in connection with the initial public not for its own account; or (B) conduct an underwritten offering constituting a “takedown” of the Corporation’s a class of Common Stock (collectively, “Excluded Forms”), or any securities convertible or exercisable into Common Stock registered under a shelf registration statement previously filed by the Corporation Company; the Company shall promptly give written notice (the “Piggyback Notice”) of such proposed registration filing or underwritten offering to all holders of Registrable Securities, which the Holders at least twenty (20) Business Days before the anticipated filing date. Such notice shall also constitute an offer include the amount and class of securities proposed to be registered or offered, the proposed date of filing of such holders registration statement or the conduct of such underwritten offering, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to request inclusion appear on the front cover page of any Registrable Shares such registration statement (or, in the proposed registration. (b) Each holder case of an Underwritten Offering, would appear on the front cover page of a registration statement), and shall offer the Holders the opportunity to register such amount of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written as each Holder may request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares registration of Common Stockthe Company’s and/or the holders of other securities of the Company securities, as the case may be (a “Piggyback Offering”). Subject to Section 7(b), the Company will include in each Piggyback Offering all Registrable Securities for which the Company has received written requests for inclusion within ten (10) Business Days after the date the Piggyback Notice is given; provided, however, that in the case of the filing of a registration statement, such Registrable Securities are not otherwise registered pursuant to an existing and effective Shelf Registration Statement under this Agreement; provided further, however that, in the case of an underwritten offering in the form of a “takedown” under a shelf registration statement, such Registrable Securities are covered by an existing and effective Shelf Registration Statement that may be utilized for the offering and sale of the Registrable Securities requested to be offered. (b) The Company will cause the managing underwriter or underwriters of the proposed offering to permit the Holders that have requested Registrable Securities to be included in the Piggyback Offering to include all such Registrable Securities on the same terms and conditions as any similar securities, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Company. Notwithstanding the foregoing, if the managing underwriter or underwriters of any such proposed registration determines underwritten offering advises the Company and advises the selling Holders in writing that, in its view, the total amount of securities that the inclusion Company, such Holders and any other holders entitled to participate in such offering (“Other Holders”) propose to include in such offering is such as to materially adversely affect the success of all Registrable Shares proposed to be included in the such underwritten public offering, together with any other issued and outstanding shares of Common Stock proposed to be included therein then: (A) if such Piggyback Offering is an underwritten primary offering by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as Company for its own account, the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included Company will include in such underwritten public offering shall be reduced, Piggyback Offering: (i) first first, all securities to be offered by the shares Company; (ii) second, up to the full amount of securities requested to be included in such registration Piggyback Offering by the Holders and the Equity Holders and the Warrant Holders entitled to participate in such offering, allocated pro rata among such holders on the basis of Other Shares, (ii) second, if necessary the amount of securities requested to be included therein by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, each such holder; and (iii) third, if necessary, (A) one-half (1/2) by up to the full amount of securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed requested to be included in such registration Piggyback Offering by all other Other Holders; (B) if such Piggyback Offering is an underwritten secondary offering for the account of Other Holders exercising “demand” rights (including pursuant to a Demand Registration Request), the Company will include in such registration: (i) first, all securities of the Other Holders exercising “demand” rights (including pursuant to a Demand Registration Request) requested to be included therein; (ii) second, up to the full amount of securities requested to be included in such Piggyback Offering by the holders thereofHolders and the Equity Holders and the Warrant Holders entitled to participate in such offering (except for any of the foregoing groups to the extent such group was the group exercising such “demand” right), on a allocated pro rata among such holders on the basis calculated based upon of the number amount of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought securities requested to be registered included therein by each such holder; provided(iii) third, that up to the aggregate number full amount of securities proposed to be included in such the registration by the holders of Series A-2 Registrable SharesCompany; and (iv) fourth, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and up to the extent that such securities exceed twenty-five percent (25%) of the aggregate number full amount of securities requested to be included in such registration. The shares Piggyback Offering by any other Other Holders entitled to participate therein, allocated pro rata among such other Other Holders on the basis of Common Stock that the amount of securities requested to be included therein by each such other Other Holder; such that, in each case, the total amount of securities to be included in such Piggyback Offering is the full amount that, in the view of such managing underwriter, can be sold without materially adversely affecting the success of such Piggyback Offering. (c) If at any time after giving the Piggyback Notice and prior to the time sales of securities are excluded from the underwritten public offering confirmed pursuant to the preceding sentence Piggyback Offering, the Company determines for any reason not to register or delay the registration of the Piggyback Offering, the Company may, at its election, give notice of its determination to all Holders, and in the case of such a determination, will be relieved of its obligation to register any Registrable Securities in connection with the abandoned or delayed Piggyback Offering, without prejudice. (d) Any Holder of Registrable Securities requesting to be included in a Piggyback Offering may withdraw its request for inclusion by giving written notice to the Company, at least three (3) Business Days prior to the anticipated Effective Date of the Registration Statement filed in connection with such Piggyback Offering, or in the case of a Piggyback Offering constituting a “takedown” off of a shelf registration statement, at least three (3) Business Days prior to the anticipated date of the filing by the Company under Rule 424 of a supplemental prospectus (which shall be withheld from the market by preliminary supplemental prospectus, if one is used in the holders thereof for a period, not “takedown”) with respect to exceed 90 days from the closing of such underwritten public offering, of its intention to withdraw from that registration; provided, however, that (i) the managing underwriter reasonably determines as necessary Holder’s request be made in order writing and (ii) the withdrawal will be irrevocable and, after making the withdrawal, a Holder will no longer have any right to effect such underwritten public offeringinclude its Registrable Securities in that Piggyback Offering.

Piggyback Registration. (a) Each In the event that Covisint at any time that after the Corporation IPO Date proposes for any reason to register any Covisint Capital Stock, any other of its equity securities or securities convertible into or exchangeable for its equity securities (collectively, including Covisint Capital Stock, “Other Securities”) under the Securities Act, either in connection with a primary offering for cash for the account of Covisint, a secondary offering or a combined primary and secondary offering (such registration of Other Securities, a “Registration”), (other than (i) a Registration under Section 2.1(a) hereof, (ii) a Registration pursuant to a registration statement Registration Statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-8 or Form S-1 S-4 or similar or successor forms, but in regard forms that relate to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration a transaction subject to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered Rule 145 under the Securities Act, (iii) any form that does not include substantially the same information, other than information relating to the selling holders or their plan of distribution, as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction, or (vi) a Registration in which the only Covisint Capital Stock being registered is Covisint Capital Stock issuable upon conversion of debt securities which are also being registered) Covisint will each time it intends to effect such a registration, give written notice (a “Covisint Notice”) to all Holders of Registrable Securities at least ten (10) business days prior to the initial filing of a registration statement with the Commission pertaining thereto, informing such Holders of its intent to file such registration statement and of the Holders’ right to request the registration of the Registrable Securities held by the Holders. Upon the written request of the Holders made within seven (7) business days after any such Covisint Notice is given (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended distribution thereof; provided, however, if (i) the Registrable Securities intended to be disposed of are shares of Covisint common stock and (ii) the applicable registration is intended to effect a primary offering of shares of Covisint common stock for cash for the account of Covisint, such request shall specify only the Registrable Securities intended to be disposed of by such Holder), Covisint will use commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Covisint has been so requested to register by the Holders to the extent required to permit sale or the disposition as set forth (in accordance with the intended methods of distribution thereof or, in the written request. (ecase of a registration which is intended to effect a primary offering for cash for the account of Covisint, in accordance with Covisint’s intended method of distribution) Notwithstanding of the foregoingRegistrable Securities so requested to be registered, including, if necessary, by filing with the managing underwriter of Commission a post-effective amendment or a supplement to the registration statement filed by Covisint or the related prospectus or any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares proposed to be included in the underwritten public offering, together with document incorporated therein by reference or by filing any other issued required document or otherwise supplementing or amending the registration statement filed by Covisint, if required by the rules, regulations or instructions applicable to the registration form used by Covisint for such registration statement or by the Securities Act, any state securities or blue sky laws, or any rules and outstanding shares regulations thereunder; provided, however, that if, at any time after giving written notice of Common Stock proposed its intention to be included therein by holders other than register any Other Securities and prior to the holders Effective Date of the registration statement filed in connection with such registration, Covisint shall determine for any reason not to register or to delay such registration of the Other Securities, Covisint shall give written notice of such determination to each Holder of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securitiesand, then the total number of such securities proposed to be included in such underwritten public offering shall be reducedthereupon, (i) first by in the shares case of a determination not to register, Covisint shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses incurred in connection therewith or from Covisint’s obligations with respect to any subsequent registration) and (ii) in the case of a determination to delay such registration, Covisint shall be permitted to delay registration of any Registrable Securities requested to be included in such registration statement for the same period as the delay in registering such Other Securities. (b) Each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Registration at any time prior to the effective date thereof and each Holder shall have the right to withdraw such Holder’s request for inclusion, pursuant to this Section 2.2, of its Registrable Securities in any Underwritten Offering at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to Covisint of such Holder’s request to withdraw. (c) If, in connection with a registration statement pursuant to this Section 2.2, the holders Underwriters’ Representative of Other Sharesthe offering registered thereon shall inform Covisint in writing that in its opinion there is a Maximum Number of shares of Covisint Capital Stock that may be included therein and if such registration statement relates to an offering initiated by Covisint of Covisint Capital Stock being offered for the account of Covisint, Covisint shall include in such registration: (i) first, the number of shares Covisint proposes to offer (“Covisint Securities”), (ii) second, if necessary by all up to the full number of Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 held by Holders of Registrable Securities or Series A-1 that are requested to be included in such registration (Registrable Securities that are so held being sometimes referred to herein as “Compuware Securities”) to the extent necessary to reduce the respective total number of shares of Covisint Capital Stock requested to be included in such offering to the Maximum Number recommended by such Underwriters’ Representative (and in the event that such Underwriters’ Representative advises that less than all of such Compuware Securities may be included in such offering, the Holders of Registrable Securities may withdraw their request for registration of their Registrable Securities under this Section 2.2 and not less than 90 days subsequent to the Effective Date of the registration statement for the registration of such Other Securities request that such registration be effected as a registration under Section 2.1 to the extent permitted thereunder), and (iii) third, up to the full number of the Other Securities (other than Covisint Securities), if necessaryany, (A) one-half (1/2) by in excess of the securities proposed number of Covisint Securities and Compuware Securities to be issued by sold in such offering to the Corporation, and (B) one-half (1/2) by extent necessary to reduce the holders respective total number of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed shares of Covisint Capital Stock requested to be included in such registration offering to the Maximum Number recommended by such Underwriters’ Representative (and, if such number is less than the full number of such Other Securities, such number shall be allocated pro rata among the holders thereof, of such Other Securities (other than Covisint Securities) on a pro rata the basis calculated based upon of the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought securities requested to be registered included therein by each such holder; provided). (d) If, in connection with a registration statement pursuant to this Section 2.2, the Underwriters’ Representative of the offering registered thereon shall inform Covisint in writing that in its opinion there is a Maximum Number of shares of Covisint Capital Stock that may be included therein and if such registration statement relates to an offering initiated by any Person other than Covisint (the aggregate “Other Holders”), Covisint shall include in such registration the number of securities proposed (including Registrable Securities) that such underwriters advise can be so sold without materially and adversely affecting the success or pricing of such offering, allocated pro rata among the Other Holders and the Holders of Registrable Securities on the basis of the number of securities (including Registrable Securities) requested to be included therein by each Other Holder and Holder of Registrable Securities. (e) No Holder may participate in any Underwritten Offering under this Section 2.2 and no other Person shall be permitted to participate in any such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to this Section 2.2 unless it completes and executes all customary questionnaires, powers of attorney, custody agreements, underwriting agreements and other customary documents required under the preceding sentence customary terms of such underwriting arrangements. In connection with any Underwritten Offering under this Section 2.2, each participating Holder and Covisint and each such other Person shall be withheld from a party to the market by underwriting agreement with the holders thereof for a period, not to exceed 90 days from the closing underwriters of such underwritten public offering, offering and may be required to make certain customary representations and warranties and provide certain customary indemnifications for the benefits of the underwriters; provided that the managing underwriter reasonably determines Holders shall not be required to make representations and warranties with respect to Covisint or their business and operations and shall not be required to agree to any indemnity or contribution provisions less favorable to them than as necessary are set forth herein. (f) The registration rights granted pursuant to the provisions of this Section 2.2 shall be in order addition to the registration rights granted pursuant to Section 2.1. No registration of Registrable Securities effected under this Section 2.2 shall relieve Covisint of its obligation to effect such underwritten public offeringa registration of Registrable Securities pursuant to Section 2.1.

Piggyback Registration. (a) Each time that the Corporation Company proposes for any reason to register any a public offering solely of its securities under the Securities Actauthorized but unissued Common Stock or shares held in Treasury ("Primary Shares") or other securities, other than pursuant to a registration statement Registration Statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “"Excluded Forms”"), the Corporation Company shall promptly give written notice of such proposed registration to all holders of the Registrable Securities, which notice shall also constitute an offer to such holders the right to request inclusion of any Registrable Shares Securities in the proposed registrationregistration statement. (b) Each holder of the Registrable Securities shall have 30 twenty (20) days or such longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of Registrable Shares shares of Common Stock such holder intends to sell and the holder’s 's intended method plan of disposition. (c) In the event that the proposed registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities of the CorporationCompany, any request under Section 3.5(b2(b) may specify that the Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b2(b), the Corporation Company shall promptly use its best efforts to cause all such Registrable Shares Securities to be registered under the Securities Actregistered, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration an underwritten public offering determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “"Other Shares”) "), would interfere with the successful marketing of the Corporation’s securitiessecurities proposed to be included in the underwritten public offering, then the total number of such securities proposed shares to be included in such underwritten public offering shall be reduced, and shares shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter. In the event an exclusion of shares is necessary, shares shall be included in the following order: (i) first by first, the shares requested to be included in such registration by the holders of Other Primary Shares, ; (ii) second, if necessary (a) the securities held by all Registrable Securities which are not Series A-2 Registrable Securitiesthe Purchasers or their successors or assigns requesting registration, Series A-3 Registrable Securities or Series A-1 Registrable Securitiesand (b) the securities of purchasers referenced in the July 23 Agreement, in the case of (a) and (b), pro rata among the holders of such securities on the basis of the number of shares requested for registration by each such holder; and (iii) third, if necessary, (A) one-half (1/2) by other shares. To the securities proposed to be issued by extent all of the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed Securities requested to be included in the underwritten public offering can not be included, holders of Registrable Securities shall participate in such registration by the holders thereof, on a offering pro rata basis calculated based upon on the number of shares of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought Securities each holder proposes to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent include. (25%f) of the aggregate number of securities included in such registration. The All shares of Common Stock that are excluded from not included in the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 180 days following an initial public offering and 90 days from the closing of such underwritten public offeringfor any offering thereafter, that the managing underwriter reasonably determines as necessary in order to effect such the underwritten public offering. The holders of such shares shall execute such documentation as the managing underwriter reasonably requests to evidence this lock-up.

Piggyback Registration. (a) Each time that the Corporation Company proposes for any reason to register any of its securities under the Securities Act, other than pursuant to a Demand Registration or the Company’s initial public offering or pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “Excluded Forms”), the Corporation Company shall promptly give written notice of such proposed registration to all holders Holders of Registrable Restricted Securities, which notice shall also constitute an offer to such holders Holders the right to request inclusion of any Registrable Restricted Shares in the proposed registration. (b) Each holder Holder of Registrable Restricted Securities shall have 30 days from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of Registrable Restricted Shares such holder Holder intends to sell and the holderHolder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities of the CorporationCompany, any request under Section 3.5(b7.3(b) may specify that the Registrable Restricted Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Restricted Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b7.3(b), the Corporation Company shall promptly use its best reasonable commercial efforts to cause all such Registrable Restricted Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that that, in their good faith opinion, the inclusion of all Registrable Restricted Shares 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 holders Holders of Registrable Restricted Securities (such other shares hereinafter collectively referred to as the “Other Shares”) ), would interfere with the successful marketing of the CorporationCompany’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reducedreduced to a number deemed satisfactory by such managing underwriter, provided that the securities to be included shall be determined in the following sequence: (i) first If the offering was proposed by or for the shares account of holders of the Company’s securities other than the Holders of Restricted Securities (the “Proposing Holders”): (A) first, the securities requested to be included in such registration registered by the Proposing Holders, (B) second, the Restricted Shares requested to be registered by the Holders (pro rata based on the amount of Restricted Shares held by such Holders), (C) third, securities requested to be registered by holders of Other Sharesthe Company’s securities other than the Holders or the Proposing Holders, and (D) fourth, securities requested to be registered for the account of the Company. (ii) second, if necessary If the offering was proposed by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, for the account of the Company: (A) one-half (1/2) by first, the securities proposed to be issued offered for the account of the Company, (B) second, the Restricted Shares requested to be registered by the CorporationHolders (pro rata based on the amount of Restricted Shares held by such Holders), and (BC) one-half (1/2) third, securities requested to be registered by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon Company’s securities other than the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringHolders.

Piggyback Registration. (a) Each time that In the Corporation proposes for any reason event ABGENIX decides to register any of its Common Stock (either for its own account or the account of a security holder or holders exercising their respective demand registration rights) on a form that would be suitable for a registration involving solely Common Stock held by CG, ABGENIX will promptly give CG written notice thereof (which shall include a list of the jurisdictions in which ABGENIX intends to attempt to qualify such securities under the Securities Act, applicable Blue Sky or other than pursuant state securities laws). Upon the written request of CG delivered to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering ABGENIX within 14 days after delivery of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation shall promptly give such written notice of from ABGENIX, ABGENIX shall, subject to the limitations set forth below, include in such proposed registration registration, all Registrable Securities (as defined above) that CG has requested to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registrationbe so registered. (b) Each holder If the registration of which ABGENIX gives notice is for a registered public offering involving an underwriting, ABGENIX shall so advise CG as a part of the written notice given pursuant to Section 6.1.2(a) above. In such event the right of CG to registration shall be conditioned upon such underwriting and the inclusion of the Registrable Securities in such underwriting to the extent provided in this section. CG shall (together with ABGENIX and the other holders distributing their securities through such underwriting) enter into an underwriting agreement with the underwriter's representative for such offering. CG shall have 30 days from no right to participate in the receipt selection of such notice the underwriters for an offering pursuant to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of dispositionthis section. (c) In the event the underwriter's representative advises CG in writing that market factors (including, without limitation, 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 underwriter's representative may: (1) in the case of ABGENIX's initial public offering, exclude some or all Registrable Securities from such registration and underwriting; and (2) in the case of any registered public offering subsequent to ABGENIX's initial public offering, limit the number of shares of Registrable Securities to be included in such registration and underwriting; provided, however, that the proposed total number of shares of Registrable Securities CG to be included in such registration by the Corporation is, in whole or in part, an underwritten public offering of securities shall not be less than one-third of the Corporationtotal number of shares included in such registration. In such event, any request under Section 3.5(b) the underwriter's representative shall so advise CG and the number of shares of Registrable Securities that may specify that the Registrable Shares be included in the registration and underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or ) shall be allocated (iiconsistent with the preceding sentence) on terms as follows: among CG and conditions comparable holders of other securities requesting and legally entitled to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no include shares of Common Stock in such registrations, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) requesting and entitled to inclusion in such registration held by CG and such other than holders at the time of filing of the registration statement. No Registrable Shares are being sold through underwriters under Securities or other securities excluded from the underwriting by reason of this section shall be included in such registration statement. (3) If CG disapproves of the terms of any such underwriting, CG may elect to withdraw therefrom by written notice to ABGENIX and the underwriter delivered at least seven days prior to the effective date of the registration statement. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (d) Upon receipt In the event of a written request any registration of Registrable Securities pursuant to this Section 3.5(b)6.1.2, the Corporation shall promptly use ABGENIX will exercise its best efforts to cause all such Registrable Shares to be registered register and qualify the securities covered by the registration statement under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number securities or Blue Sky laws of such securities proposed to be included in such underwritten public offering jurisdictions as CG shall reasonably request and as shall be reduced, (i) first by reasonably appropriate for the shares requested to be included in distribution of such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holdersecurities; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offeringhowever, that the managing underwriter reasonably determines as necessary ABGENIX shall not be required to qualify to do business or to file a general consent to service of process in order to effect any such underwritten public offeringstates or jurisdictions.

Piggyback Registration. (a) Each time that the Corporation Company proposes for any reason to register any of its securities Common Stock under the Securities ActAct in connection with the proposed offer and sale of its Common Stock for money, either for its own account or on behalf of any other security holder (“Proposed Registration”), other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation Company shall promptly give written notice of such proposed registration Proposed Registration to all holders of Registrable Securities, which notice the Investor and shall also constitute an offer to such holders the Investor the right to request inclusion of any its Registrable Shares Securities, as the case may be, in the proposed registrationProposed Registration. (b) Each holder of Registrable Securities The Investor shall have 30 10 days from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of Registrable Shares such holder Securities that the Investor intends to sell in the Proposed Registration and the holder’s Investor's intended method of disposition. (c) In the event that the proposed registration Proposed Registration by the Corporation Company or any selling shareholder (or shareholders), as the case may be, is, in whole or in part, an underwritten public offering of securities offering, the Company shall so advise the Investor as part of the Corporationwritten notice given pursuant to Section 2.2(a), and any request under Section 3.5(b2.2 (b) may must specify that the Investor’s Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b2.2(b), the Corporation Company shall promptly use its best efforts to cause all such Registrable Shares Securities held by the Investor to be registered under the Securities ActAct (and included in any related qualifications under blue sky laws), to the extent required to permit sale or disposition as set forth in the written requestProposed Registration. (e) Notwithstanding In the foregoingevent that the offering is to be an underwritten offering, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares proposed Investor proposes 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 holders of distribute its Registrable Securities (through such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securitiesunderwritten offering, then the total number of Investor agrees to enter into an underwriting agreement with the underwriter or underwriters selected for such securities proposed to be included in such underwritten public offering shall be reduced, (i) first underwriting by the shares requested to be included in such registration by Company or any selling shareholder (or shareholders), as the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringcase may be.

Piggyback Registration. (a) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Restricted Securities, which notice shall also constitute an offer to such holders the right to request inclusion of any Registrable Restricted Shares in the proposed registration. (b) Each holder of Registrable Restricted Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Restricted Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Restricted Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Restricted Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Restricted Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Restricted Shares 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 holders of Registrable Restricted Securities (such other shares hereinafter collectively referred to as the “Other Shares”) ), would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, and (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares Restricted Securities proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Sharesbasis, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering.based

Piggyback Registration. (a) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Restricted Securities, which notice shall also constitute an offer to such holders the right to request inclusion of any Registrable Restricted Shares in the proposed registration. (b) Each holder of Registrable Restricted Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Restricted Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable such Restricted Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Restricted Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Restricted Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Restricted Shares 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 holders of Registrable Restricted Securities (such other shares hereinafter collectively referred to as the “Other Shares”) ), would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first first, if necessary, by the shares requested to be included in such registration by the holders of Other Shares, and (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Restricted Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated basis, based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Restricted Shares sought to be registered by each such holder; , provided, however, that except where such proposed underwritten public offering is a Qualified Public Offering, in each of the aggregate number of securities proposed to be included in such registration by the foregoing cases, holders of Series A-2 Registrable SharesRestricted Securities shall be entitled to include, Series A-3 Registrable on a pro rata basis, an aggregate of such Restricted Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and equal to the extent that such securities exceed twenty-five at least fifty percent (2550%) of the aggregate total number of securities included registered in such registrationproposed underwritten public offering. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 180 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offering.

Piggyback Registration. (a) Each In addition to and not in limitation of the other registration rights of the Investors under this Agreement, each time that the Corporation Company proposes for any reason to register any of its securities Common Stock under the Securities ActAct in connection with the proposed offer and sale of its Common Stock for money for its own account and/or for stockholders of the Company for their accounts (the “Proposed Registration”), other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation Company shall promptly give written notice of such proposed registration Proposed Registration to all holders of Registrable Securities, which notice the Investors and shall also constitute an offer to such holders the Investors the right to request inclusion of any their Registrable Shares Securities in the Proposed Registration. Such notice shall describe the amount and type of securities to be included in the Proposed Registration, the intended method(s) of distribution and the name of the proposed registrationmanaging underwriters, if any. (b) Each holder of Registrable Securities the Investors shall have 30 days from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of shares of the Registrable Shares Securities such holder Investor intends to sell in the Proposed Registration and the holderInvestor’s intended method of disposition. (c) In the event that the proposed registration Proposed Registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities offering, the Company shall so advise the Investors as part of the Corporationwritten notice given pursuant to Section 2(a), and any request under Section 3.5(b2(b) may must specify that the each Investor’s Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b2(b), the Corporation Company shall promptly use its best efforts to cause all such shares of Registrable Shares Securities held by the Investors to be registered under the Securities ActAct (and included in any related qualifications under blue sky laws or other compliance), to the extent required to permit sale or disposition as set forth in the written requestProposed Registration. (e) Notwithstanding In the foregoingevent that the offering is to be an underwritten offering, if the managing underwriter Investors propose to distribute their shares of any Registrable Securities through such proposed registration determines and advises in writing that the inclusion of all Registrable Shares proposed to be included in the underwritten public offering, together then, the Investors agree to enter into an underwriting agreement with any the underwriter or underwriters selected for such underwriting by the Company, provided that such underwriting agreement contains customary terms and provisions and all other issued and outstanding holders proposing to sell shares of Common Stock proposed to be included therein by holders other than in the holders of Registrable Securities (Proposed Registration enter into a substantially similar underwriting agreement with such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringunderwriter(s).

Piggyback Registration. (a) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by Company proposes to register any of its Common Stock, any other of its equity securities or securities convertible into or exchangeable for its equity securities (collectively, including Common Stock, “Other Securities”) under the Corporation is1933 Act, whether or not for sale for its own account, in whole or a manner that would permit registration of Registrable Securities for sale for cash to the public under the 1933 Act, it shall prior to such time as all Holders in partthe aggregate beneficially own less than 1,000,000 Registrable Securities (as adjusted for stock splits, an underwritten public offering combinations, recapitalizations and the like), give prompt written notice to each Holder of securities its intention to do so and of the Corporation, any request rights of such Holder under this Section 3.5(b) may specify that 2.02. Subject to the Registrable Shares be included in the underwriting (i) on the same terms and conditions hereof, such notice shall offer each such Holder the opportunity to include in such registration statement such number of Registrable Securities as such Holder may request. Upon the shares written request of Common Stock, if any, otherwise being sold through underwriters under any such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in Holder made within 10 days after the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written the Company’s notice (which request pursuant shall specify the number of Registrable Securities intended to Section 3.5(bbe disposed of and the intended method of disposition thereof), the Corporation Company shall promptly use its best reasonable efforts to cause all such Registrable Shares to be registered effect, in connection with the registration of the Other Securities, the registration under the 1933 Act of all Registrable Securities Actwhich the Company has been so requested to register, to the extent required to permit sale or the disposition as set forth (in accordance with such intended methods thereof) of the Registrable Securities so requested to be registered. Notwithstanding the immediately preceding sentence, in the written request. (e) Notwithstanding event that the foregoingholders of the Other Securities intend to distribute the Other Securities covered by such registration by means of an underwriting, if the managing underwriter right of any Holder to include all or any portion of its Registrable Securities in such proposed registration determines shall be conditioned upon such Holder’s participation in such underwriting and advises in writing that the inclusion of all such Holder’s Registrable Shares proposed to be included Securities in the underwritten public offering, together with underwriting to the extent provided herein. All Holders proposing to distribute all of any other issued and outstanding shares portion of Common Stock proposed to be included therein by holders other than the holders of their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form (such other shares hereinafter collectively referred to as the “Other Shares”for secondary sales by selling stockholders) would interfere with the successful marketing of underwriter or underwriters. In addition, notwithstanding the Corporation’s securitiesthird preceding sentence, then the total number of such securities proposed no Holder may request that its Registrable Securities to be included in such underwritten public offering registration shall be reduceddisposed of pursuant to a Rule 415 Offering if the Other Securities included in such registration are not being disposed of pursuant to a Rule 415 Offering. (b) If, at any time after giving a written notice of its intention to register any Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Other Securities, the Company may, at its election, give written notice of such determination to such Holders and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such Other Securities, without prejudice, however, to the rights of the Holders immediately to request that such registration be effected as a registration under Section 2.01 to the extent permitted thereunder. (c) If the registration referred to in the first sentence of Section 2.02(a) is to be an underwritten registration and is initiated by the Company on its own behalf (and not pursuant to a valid registration request made by the holders of Existing Third Party Additional Equity Securities under any agreement existing on the date hereof under which such holders are entitled to registration rights), and a nationally recognized investment banking firm selected by the Company advises the Company in writing that, in such firm’s good faith view, the inclusion of all or a part of such Registrable Securities in such registration would be likely to have an adverse effect upon the price, timing or distribution of the offering and sale of the Other Securities then contemplated, the Company shall include in such registration: (i) first, all Other Securities the Company proposes to sell for its own account (“Company Securities”); (ii) second, up to the full number of any Existing Third Party Priority Securities that are requested to be included in such registration, in excess of the number of Company Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering in the manner described above, to the nearest extent possible on a pro rata basis; (iii) third, up to the full number of Registrable Securities held by Holders of Registrable Securities and any Existing Third Party Parity Securities that are requested to be included in such registration, in excess of the number of Company Securities and any Existing Third Party Priority Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering in the manner described above, to the nearest extent possible on a pro rata basis (with the number of Registrable Securities and Existing Third Party Parity Securities that will be so included in such registration being determined on the basis of the number of Registrable Securities that the Holders request be included in such registration and the number of Existing Third Party Parity Securities that are requested to be included in such registration); provided that if such investment banking firm advises the Company in writing that less than all of such Registrable Securities should be included in such offering, such Holders may withdraw their request for registration of their Registrable Securities under Section 2.02(a) and request under Section 2.01 (and subject to its provisions) that 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities such registration of their Registrable Securities be effected under Section 2.01; and (iv) fourth, up to the full number of any Other Securities (that are not Company Securities, Existing Third Party Priority Securities or Existing Third Party Parity Securities) held by other holders of the Company’s securities entitled to registration rights that are requested to be included in such registration, in excess of the number of Company Securities, Existing Third Party Priority Securities, Registrable Securities and Existing Third Party Parity Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering in the manner described above. (d) If the registration referred to in the first sentence of Section 2.02(a) is to be an underwritten registration and is initiated by the shares Company pursuant to a valid registration request made by the holders of Existing Third Party Additional Equity Securities under any agreement existing on the date hereof under which such holders are entitled to registration rights, and a nationally recognized investment banking firm selected by the Company advises the Company in writing that, in such firm’s good faith view, the inclusion of all or a part of such Registrable Securities in such registration would be likely to have an adverse effect upon the price, timing or distribution of the offering and sale of the Other Securities then contemplated, the Company shall include in such registration: (i) first, up to the full number of any Existing Third Party Priority Securities that are requested to be included in such registration by which, in the holders good faith view of Other Sharessuch investment banking firm, can be so sold without so adversely affecting such offering in the manner described above, to the nearest extent possible on a pro rata basis; (ii) second, if necessary by all up to the full number of (A) any Company Securities that the Company proposes to include in such registration, (B) Registrable Securities which held by Holders of Registrable Securities and (C) any Existing Third Party Parity Securities that are not Series A-2 Registrable requested to be included in such registration, in excess of the number of any Existing Third Party Priority Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering in the manner described above, to the nearest extent possible on a pro rata basis (with the number of Company Securities, Series A-3 Registrable Securities or Series A-1 and Existing Third Party Parity Securities that will be so included in such registration being determined on the basis of the number of Company Securities that the Company proposes to include in such registration, the number of Registrable SecuritiesSecurities that the Holders request be included in such registration and the number of Existing Third Party Parity Securities that are requested to be included in such registration); provided that if such investment banking firm advises the Company in writing that less than all of such Registrable Securities should be included in such offering, such Holders may withdraw their request for registration of their Registrable Securities under Section 2.02(a) and request under Section 2.01 (and subject to its provisions) that 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities such registration of their Registrable Securities be effected under Section 2.01; and (iii) third, if necessaryup to the full number of any Other Securities (that are not Existing Third Party Priority Securities, (ACompany Securities or Existing Third Party Parity Securities) one-half (1/2) held by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the other holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed the Company’s securities entitled to registration rights that are requested to be included in such registration by the holders thereofregistration, on a pro rata basis calculated based upon in excess of the number of Existing Third Party Priority Securities, Company Securities, Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought Securities and Existing Third Party Parity Securities to be registered by each such holder; provided, that the aggregate number of securities proposed to be included sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering in the manner described above. (e) The Company shall not be required to effect any registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and Securities under this Section 2.02 incidental to the extent that such registration of any of its securities exceed twenty-five percent in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans or in connection with the filing of a Form S-4 or Form S-8 registration statement. (25%f) No registration of Registrable Securities effected under this Section 2.02 shall relieve the aggregate number Company of securities included in such registration. The shares its obligation to effect a registration of Common Stock that are excluded from the underwritten public offering Registrable Securities pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringSection 2.01.

Piggyback Registration. (a) Each If the Company at any time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock on its own behalf or on behalf of any holder of Common Stock under the Securities Act (other than Registrable Shares are being sold through underwriters a registration effected solely to implement an employee benefit plan, a transaction to which Rule 145 promulgated under such registration. (d) Upon receipt of the Securities Act is applicable, or a written request pursuant transaction eligible to Section 3.5(bbe registered on Form S-4 or any successor form), the Corporation Company shall promptly use give written notice each such time to EXEL of its best efforts intention to cause all such Registrable Shares to be registered under do so (which notice shall include the Securities Act, to anticipated filing date of the extent required to permit sale or disposition as set forth in Registration Statement and the written request. (e) Notwithstanding the foregoing, if the managing underwriter number of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares shares proposed to be included in the underwritten public offeringRegistration Statement). Upon the written request of EXEL given within 5 Business Days after receipt of any such notice by EXEL (stating the number of shares of Common Stock to be disposed of by EXEL and the intended method of disposition), together the Company shall include the shares of Common Stock intended to be disposed of in a registration statement under the Securities Act so as to permit disposition (in accordance with the reasonable methods in said request) by EXEL of the shares so registered (a "Piggyback Registration"). (b) Notwithstanding any other issued provision of this Section 3, if the registration of which the Company gives notice pursuant to Section 3(a) is for an Underwritten Offering and outstanding the managing underwriter or underwriters determine in good faith that the total number of shares of Common Stock proposed to be included therein by holders other than in such offering is such as to materially adversely affect the holders success of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securitiesoffering, then the total number priority for inclusion of Common Stock shall be as follows: (1) if such registration is or includes a primary registration, (x) first, securities of the Company proposed to be included in such underwritten public offering shall be reducedregistration and (y) second, (i) first by the shares of Common Stock requested to be included in such registration by EXEL and the holders other secondary sellers pro-rata in accordance with Section 2(c)(i) or (2) if such Registration is exclusively a secondary registration, then the priority for inclusion of Other Sharesshares shall be pro-rata among such secondary sellers (including EXEL) in accordance with Section 2(c)(i). (c) If EXEL elects not to participate in any underwriting in which it had previously requested the registration described in Section 3(a), (ii) second, if necessary EXEL may elect to withdraw therefrom by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and delivering written notice to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that Company and the managing underwriter reasonably determines as necessary in order or underwriters, if any, 10 Business Days prior to effect the planned effective date of such underwritten public offeringregistration.

Piggyback Registration. (a) Each time that If, at any time, the Corporation proposes for any reason Company determines to register any of its equity securities under either for its own account or the Securities Actaccount of a security holder, other than pursuant (i) a registration relating solely to employee benefit plans, or (ii) a registration relating solely to a Rule 145 transaction involving the acquisition of a business (but not a Rule 145 transaction designed solely to exchange restricted securities for registered securities in a manner that is the functional equivalent of registration statement on Form ▇-▇rights), ▇▇▇▇ ▇-▇ or Form S-1 (iii) a registration relating solely to options or similar warrants, or successor formsto securities issuable in respect of options or warrants, but in regard to Form S-1 only which options or warrants are sold in connection with an offering or issuance of debt securities, the initial public offering Company will: (x) promptly give to each Holder written notice thereof, and (y) include in such registration (and any related qualification under blue sky laws), and in any underwriting involved therein, all of the Corporation’s Common Stock Registrable Securities specified in a notice or notices to such effect given by a Holder (collectively, “Excluded Forms”a "Piggyback Inclusion Notice") within 30 days after receipt of the written notice from the Company described in clause (x) of this Section 3(a), except to the Corporation shall promptly give extent set forth in Section 3(b). Such written notice request may specify all or a part of such proposed registration to all holders of a Holder's Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from If a registration statement for which the receipt of such Company gives notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (cunder Section 3(a)(x) In the event that the proposed registration by the Corporation is, in whole or in part, is for an underwritten public offering of securities of the Corporationoffering, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of such underwritten public offering has informed the Company in writing, that in such underwriter's good faith determination the total number of securities which the Company, such Holders and any other persons desiring to participate in such proposed registration determines and advises intend to include in writing that such public offering is such as to adversely affect the inclusion success of all Registrable Shares proposed such public offering, including the price at which such securities can be sold, then the Company will be required to include in such registration, only the number of securities which it is so advised should be included in such registration and the underwritten priority of securities that will be included in such registration and underwriting shall be allocated as follows: (i) first, if the notice provided by the Company in Section 3(a)(x) resulted from the Company's determination to issue and sell Common Stock in a public offering, together with offering or pursuant to the demand registration rights of any other issued and outstanding security holder, then the shares of Common Stock which the Company or such other security holder proposed to be included therein by holders other than issue and sell as stated in such notice; (ii) second, the holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares which have been requested to be included in such registration by the holders Holders in Piggyback Inclusion Notices in proportion (as nearly as practicable) to the number of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and specified by Holders in such Piggyback Inclusion Notices. (iii) third, if necessary, (A) one-half (1/2) by the provided that no securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed sought to be included in such registration by the holders thereofHolders of Registrable Securities have been excluded from such registration, on a pro rata basis calculated based upon the securities of other Persons entitled to exercise "piggyback" registration rights pursuant to contractual commitments of the Company (in proportion (as nearly as practicable) to the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares securities or Series A-1 Registrable Shares sought to be registered by each such holderPersons); providedand (iv) fourth, provided that the aggregate number no securities of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in any other Person have been excluded from such registration. The shares of Common Stock that are excluded from , any other securities which the underwritten public offering pursuant Company proposes to register, if any. (c) If a registration statement for which the preceding sentence shall be withheld from the market by the holders thereof Company gives notice under Section 3(a)(x) is for a period, not to exceed 90 days from the closing of such an underwritten public offering, the Holders participating therein shall enter into the underwriting agreement for such offering; provided, however, that (i) no Holder shall be required to make any representations, warranties or indemnities except as they relate to such Holder's ownership of Registrable Securities, any encumbrances thereon created on permitted by such Holder, the authority of such Holder to enter into, and perform its obligations under, the underwriting agreement, such Holder's intended method of distribution and other information about such Holder that the managing underwriter Company reasonably determines as believes is necessary in order to effect comply with the Securities Act; and (ii) the liability of such underwritten Holder under such underwriting agreement shall be limited to an amount equal to the net proceeds from such public offeringoffering received by such Holder. (d) The Company may determine not to file or may withdraw any registration statement of which the Company has given notice pursuant to Section 3(a)(x)

Piggyback Registration. (a) Each time that If the Corporation Company, at any time, proposes for any reason to register any of its securities Primary Shares (in any event either for its own account or for the account of other Security holders) under the Securities Act, Act (other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 promulgated under the Securities Act (or similar or any successor forms, but in regard to Form S-1 only forms thereto)) in connection with an underwritten offering to the initial public for cash on a form that would permit registration of Registrable Shares, or to otherwise engage in an underwritten offering of the Corporation’s Common Stock (collectivelypursuant to an effective Shelf Registration Statement, “Excluded Forms”), the Corporation it shall promptly give written notice to the Stockholders of its intention to so register such proposed registration Primary Shares promptly and the Company shall use its commercially reasonable efforts to cause all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares included in a written response delivered by a Stockholder to the proposed registration. (b) Each holder Company within five days after delivery of Registrable Securities shall have 30 days from the receipt of such Company’s notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in such registration, or in any prospectus supplement to the prospectus included in an already effective Shelf Registration Statement and underwriting (i) involved therein on the same terms and conditions as the shares Securities otherwise being sold; provided, however, that in the case of Common Stockan “overnight” or “bought” offering, such requests must be made within one Business Day after the delivery of any such notice by the Company; provided further, that if the managing underwriter, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in advises the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises Company in writing that the inclusion of all Primary Shares, Registrable Shares proposed and Other Shares requested to be included in such registration would interfere with the underwritten public offering, together with any other issued and outstanding successful marketing (within a price range acceptable to holders a majority of Registrable Securities that have been requested for inclusion) of the shares of Common Stock proposed to be included therein registered by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securitiesCompany, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Primary Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable and Other Shares proposed to be included in such registration shall be included in the order set forth below: (i) first, the Primary Shares; (ii) second, the Registrable Shares owned by the holders thereofStockholders requesting that their Registrable Shares be included in such registration pursuant to the terms of this Section 3.2, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered owned by each such holder; provided, that Stockholder requesting inclusion at the aggregate number time of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration; and (iii) third, the Other Shares. (b) No registration effected pursuant to this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1 hereof, nor shall any registration hereunder be deemed to have been effected pursuant to Section 3.1. The shares of Common Stock that are excluded from the underwritten public offering Company will pay all Registration Expenses in connection with each registration pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringthis Section 3.2.

Piggyback Registration. (a) Each time that the Corporation Company proposes for any reason to register any a public offering solely of its securities under the Securities Actauthorized but unissued Common Stock or shares held in Treasury (“Primary Shares”) or other securities, other than pursuant to a registration statement Registration Statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “Excluded Forms”), the Corporation Company shall promptly give written notice of such proposed registration to all holders of the Registrable Securities, which notice shall also constitute an offer to such holders the right to request inclusion of any Registrable Shares Securities in the proposed registrationregistration statement. (b) Each holder of the Registrable Securities shall have 30 twenty (20) days or such longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of Registrable Shares shares of Common Stock such holder intends to sell and the holder’s intended method plan of disposition. (c) In the event that the proposed registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities of the CorporationCompany, any request under Section 3.5(b2(b) may specify that the Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b2(b), the Corporation Company shall promptly use its best efforts to cause all such Registrable Shares Securities to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration an underwritten public offering determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) ), would interfere with the successful marketing of the Corporation’s securitiessecurities proposed to be included in the underwritten public offering, then the total number of such securities proposed shares to be included in such underwritten public offering shall be reduced, and shares shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter. In the event an exclusion of shares is necessary, shares shall be included in the following order: (i) first by first, the Primary Shares; (ii) second, the shares of Prior Registration Rights Holders requested to be included in the registration pursuant to the terms of the registrations rights agreement with such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and holders; (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued held by any of the CorporationPurchasers or their respective successors or assigns requesting registration; (iv) fourth, the Other Shares not included in items (i) and (Bii) one-half (1/2) by above. To the holders extent all of Series A-2 the Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed Securities requested to be included in the underwritten public offering can not be included, holders of Registrable Securities shall participate in such registration by the holders thereof, on a offering pro rata basis calculated based upon on the number of shares of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought Securities each holder proposes to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent include. (25%f) of the aggregate number of securities included in such registration. The All shares of Common Stock that are excluded from not included in the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 ninety (90) days from the closing of such underwritten following any public offering, that the managing underwriter reasonably determines as necessary in order to effect such the underwritten public offering. The holders of such shares shall execute such documentation as the managing underwriter reasonably requests to evidence this lock-up.

Piggyback Registration. (a) Each In the event that Mobileye at any time that after the Corporation IPO Date proposes for any reason to (i) register any of its equity securities or securities convertible into or exchangeable for its equity securities (collectively, “Other Securities”) under the Securities Act, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only either in connection with a primary offering for cash for the initial public account of Mobileye, a secondary offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation or a written request specifying the number of Registrable Shares such holder intends to sell combined primary and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registrationsecondary offering, or (ii) on terms and conditions comparable effect an Underwritten Offering of its own securities pursuant to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock an effective Shelf Registration Statement (other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request an Underwritten Offering pursuant to Section 3.5(b4.1 or Section 4.2) (each, a “Piggyback Registration”), whether for its own account or for the Corporation account of others, Mobileye will give written notice (a “Company Piggyback Notice”) to all Holders of Registrable Securities at least ten (10) Business Days prior to the initial filing of a registration statement with the Commission pertaining thereto, informing such Holders of its intent to file such registration statement and the proposed date of filing of such registration statement, the Holders’ right to request the registration of the Registrable Securities held by the Holders, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known). Upon the written request of the Holders made within seven (7) Business Days after any such Company Piggyback Notice is given (which request shall promptly specify the Registrable Securities intended to be disposed of by such Holder, Mobileye will use its best commercially reasonable efforts to cause all such Registrable Shares to be registered effect the registration under the Securities Act, Act of all Registrable Securities which Mobileye has been so requested to register by the Holders to the extent required to permit sale or the disposition as set forth (in accordance with the intended methods of distribution thereof or, in the written request. (ecase of a registration which is intended to effect a primary offering for cash for the account of Mobileye, in accordance with Mobileye’s intended method of distribution) Notwithstanding of the foregoingRegistrable Securities so requested to be registered, including, if necessary, by filing with the managing underwriter of Commission a post-effective amendment or a supplement to the registration statement filed by Mobileye or the related prospectus or any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares proposed to be included in the underwritten public offering, together with document incorporated therein by reference or by filing any other issued required document or otherwise supplementing or amending the registration statement filed by Mobileye, if required by the rules, regulations or instructions applicable to the registration form used by Mobileye for such registration statement or by the Securities Act, any state securities or blue sky laws, or any rules and outstanding shares regulations thereunder; provided, however, that if, at any time after giving written notice of Common Stock proposed its intention to be included therein by holders other than register any Other Securities and prior to the holders Effective Date of the registration statement filed in connection with such registration, Mobileye shall determine for any reason not to register or to delay such registration of the Other Securities, Mobileye shall give written notice of such determination to each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, Mobileye shall be relieved of its obligation to register any Registrable Securities in connection with such other shares hereinafter collectively referred registration (but not from its obligation to as pay the “Other Shares”Registration Expenses incurred in connection therewith or from Mobileye’s obligations with respect to any subsequent registration) would interfere with and (ii) in the successful marketing case of the Corporation’s securitiesa determination to delay such registration, then the total number Mobileye shall be permitted to delay registration of such securities proposed any Registrable Securities requested to be included in such underwritten public registration statement for the same period as the delay in registering such Other Securities. (b) If, in connection with a registration statement pursuant to this Section 4.3, the Underwriters’ Representative of the offering registered thereon shall be reducedinform Mobileye in writing that in its opinion there is a Maximum Offering Size and if such registration statement relates to an offering initiated by Mobileye or Other Holders of Common Stock being offered for the account of Mobileye or of Other Holders, Mobileye shall include in such registration: (i) first by first, the number of shares Mobileye or the applicable Other Holders propose to offer in connection with such registration statement, (ii) second, and only if all of the securities referred to in clause (i) have been included, all Registrable Securities requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securitiesany Holders, and (iii) third, and only if necessaryall of the securities referred to in clauses (i) and (ii) have been included, (A) one-half (1/2) by the any additional securities proposed to be issued by registered for the Corporation, and account of any Other Holders other than those holders referred to in clause (Bi) one-half (1/2) by with such priorities among them as Mobileye shall determine. In the holders event that such Underwriters’ Representative advises that less than all of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to such Requested Securities may be included in such registration by offering, the holders thereof, on a pro rata basis calculated based upon the number Holders of Registrable SharesSecurities may withdraw their request for registration of their Registrable Securities under this Section 4.3 and not less than 90 days subsequent to the Effective Date of the registration statement for the registration of such Other Securities request that such registration be effected as a registration under Section 4.1 or Section 4.2 to the extent permitted thereunder. (c) No Holder may participate in any Underwritten Offering under this Section 4.3 and no other Person shall be permitted to participate in any such offering pursuant to this Section 4.3 unless it completes and executes all customary questionnaires, Series A-2 Registrable Sharespowers of attorney, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by custody agreements, underwriting agreements and other customary documents required under the customary terms of such underwriting arrangements. In connection with any Underwritten Offering under this Section 4.3, each participating Holder and Mobileye and each such holder; provided, that other Person desiring to participate in such Underwritten Offering shall be a party to the aggregate number underwriting agreement with the underwriters of securities proposed such offering and may be required to be make certain customary representations and warranties with respect to their ownership of Registrable Securities being included in such registration by Underwritten Offering and provide certain customary indemnifications for the holders benefits of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and the underwriters with respect to the extent information they have provided for inclusion in the Registration Statement; provided that the Holders and such other Persons shall not be required to make representations and warranties with respect to Mobileye or their business and operations and shall not be required to agree to any indemnity or contribution provisions less favorable to them than as are set forth herein. (d) Mobileye shall not be required to effect any registration of Registrable Securities under this Section 4.3 incidental to (i) the registration of any of its securities exceed twenty-five percent on a Registration Statement on Form S-4 or Form S-8 or any successor form to such forms, (25%ii) a registration of the aggregate number Mobileye Capital Stock solely relating to an offering and sale to employees or directors of securities included Mobileye pursuant to any employee share plan or other employee benefit plan arrangement, or (iii) a registration in such registration. connection with a direct or indirect acquisition by Mobileye or one of its Subsidiaries of another Person or a similar business combination transaction, however structured. (e) The shares of Common Stock that are excluded from the underwritten public offering registration rights granted pursuant to the preceding sentence provisions of this Section 4.3 shall be withheld from in addition to the market by the holders thereof for a period, not registration rights granted pursuant to exceed 90 days from the closing Section 4.1 and Section 4.2. No registration of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order Registrable Securities effected under this Section 4.3 shall relieve Mobileye of its obligation to effect such underwritten public offeringregistrations of Registrable Securities pursuant to Section 4.1 or Section 4.2.

Piggyback Registration. (a) Each time that the Corporation Company proposes for any reason to register any of its securities Common Stock under the Securities ActAct in connection with the proposed offer and sale of its Common Stock for money for its own account and/or for stockholders of the Company for their accounts (the “Proposed Registration”), other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation Company shall promptly give written notice of such proposed registration Proposed Registration to all holders of Registrable Securities, which notice the Investors and shall also constitute an offer to such holders the Investors the right to request inclusion of any their Registrable Shares Securities in the Proposed Registration. Such notice shall describe the amount and type of securities to be included in the Proposed Registration, the intended method(s) of distribution and the name of the proposed registrationmanaging underwriters, if any. (b) Each holder of Registrable Securities the Investors shall have 30 days from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of shares of the Registrable Shares Securities such holder Investor intends to sell in the Proposed Registration and the holderInvestor’s intended method of disposition. (c) In the event that the proposed registration Proposed Registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities offering, the Company shall so advise the Investors as part of the Corporationwritten notice given pursuant to Section 2(a), and any request under Section 3.5(b2(b) may must specify that the each Investor’s Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b2(b), the Corporation Company shall promptly use its best efforts to cause all such shares of Registrable Shares Securities held by the Investors to be registered under the Securities ActAct (and included in any related qualifications under blue sky laws or other compliance), to the extent required to permit sale or disposition as set forth in the written requestProposed Registration. (e) Notwithstanding In the foregoingevent that the offering is to be an underwritten offering, if the managing underwriter Investors propose to distribute their shares of any Registrable Securities through such proposed registration determines and advises in writing that the inclusion of all Registrable Shares proposed to be included in the underwritten public offering, together then, the Investors agree to enter into an underwriting agreement with any the underwriter or underwriters selected for such underwriting by the Company, provided that such underwriting agreement contains customary terms and provisions and all other issued and outstanding holders proposing to sell shares of Common Stock proposed to be included therein by holders other than in the holders of Registrable Securities (Proposed Registration enter into a substantially similar underwriting agreement with such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringunderwriter(s).

Piggyback Registration. (a) Each If the Company at any time that the Corporation proposes for any reason to register any of its securities Primary Shares, Restricted Shares or Other Shares under the Securities Act, Act (other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with an exchange offer or offering solely to the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”Company's shareholders or filed in connection with an employee stock option or other benefit plan), the Corporation Company shall promptly give written notice to Smithfield of such proposed registration its intention to all holders of Registrable Securitiesso register the Primary Shares, which notice shall also constitute an offer to such holders to request inclusion Restricted Shares or Other Shares and, upon the written request, given within ten (10) days after delivery of any such notice by the Company, of Smithfield to include in such registration Registrable Shares in the proposed registration. held by Smithfield (b) Each holder of Registrable Securities which request shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying specify the number of Registrable Shares such holder intends proposed to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation Company shall promptly use its best commercially reasonable efforts to cause all such Registrable Shares to be registered under included in such registration on the Securities Actsame terms and conditions as the securities otherwise being sold in such registration; provided, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoinghowever, that if the managing underwriter of any such proposed registration determines and advises in writing the Company that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “or Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by would interfere with the holders thereof, on a pro rata basis calculated based upon successful marketing (including pricing) of the number of Registrable Primary Shares, Series A-2 Registrable Shares, Series A-3 Registrable Restricted Shares or Series A-1 Registrable Other Shares sought proposed to be registered by each the Company or Holders, then (A) if such holder; providedregistration is in part an underwritten primary registration on behalf of the Company, that the aggregate number of securities proposed Company will include in such registration (i) first, the Primary Shares, and (ii) second, the Registrable Shares requested to be included in such registration pro rata from among the Holders of such Registrable Shares according to the number of Registrable Shares requested by them to be so included, and (iii) third, any Other Shares in such manner as the Company may determine, and (B) if such registration is an underwritten secondary registration on behalf of Holders of the Company's securities, the Company will include in such registration (i) first, the Registrable Shares to be included therein by the holders of Series A-2 Registrable SharesHolders exercising demand registration rights with respect thereto, Series A-3 (ii) second, other Registrable Shares and/or Series A-1 Registrable Shares shall only requested to be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration, pro rata from among Holders of such Registrable Shares according to the number of Registrable Shares requested by them to be so included, and (iii) third, any Other Shares, in such manner as the Company may determine. In the event the Company determines not to pursue, or to withdraw, a registration as to which it has given notice pursuant to this section, the Holders of Registrable Securities requesting to be included in such registration shall have no further rights with respect to such proposed registration. Nothing contained in this Section 3 shall be or be deemed to be the creation of any registration right in any party other than Smithfield (b) Smithfield may exercise its rights under this Section 3 on an unlimited number of occasions. The shares Company shall pay all Registration Expenses of Common Stock any registration effected under this Section, except that are excluded Smithfield shall pay (or reimburse the Company for) the amount of registration, filing or listing fees relating to its Registrable Shares included in the registration and shall pay the fees of its counsel if different from Selling Shareholders' Counsel. (c) No Holder may participate in any registration under this section which is underwritten unless such Holder (a) agrees to sell such Holder's Registrable Shares on the underwritten public offering basis provided in any underwriting agreement (with terms customary in underwriting agreements for secondary distributions) approved by the Company (including, without limitation, pursuant to the preceding sentence terms of any over-allotment or "green shoe" option requested by the managing underwriter(s), provided that no Holder of Registrable Shares will be required to sell more than the number of Registrable Shares that such Holder has requested the Company to include in any registration); provided, that no Holder of Registrable Shares included in any underwritten registration shall be withheld from required to make any representations or warranties to the market by Company or the holders thereof for a periodunderwriters (other than representations and warranties regarding such Holder and such Holder's intended method of distribution) or to undertake any indemnification or contribution obligations to the Company or the underwriters with respect thereto, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines except as necessary otherwise provided in order to effect such underwritten public offeringSection 6.

Piggyback Registration. (a) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than pursuant to Unless a registration statement has already been filed and remains effective with respect to the Shares, each time Company or a Successor determines to file a registration statement under the Act (other than on Form ▇-▇S-1 solely covering an employee benefit plan, ▇▇▇▇ ▇-▇ S-4 or Form S-1 or similar or successor forms, but in regard to Form S-1 only S-8) in connection with the initial public offering proposed offer and sale for money of the Corporation’s Common Stock (collectivelyany of its securities, “Excluded Forms”)either for its own account or on behalf of any other security holder, the Corporation shall promptly Company will give written notice of such proposed registration its determination to Investor. Upon the written request of Investor within thirty (30) days after the receipt of the written notice, Company will cause all holders Shares of Registrable Securities, which notice shall also constitute an offer Investor to such holders to request inclusion of any Registrable Shares be included in the proposed registrationregistration statement, to the extent necessary to permit the legally permissible sale or other disposition by Investor. (b) Each holder If the registration is for a public offering involving an underwriting, Company will so advise Investor as a part of Registrable Securities shall have 30 days from its written notice. In such event, the receipt right of such notice Investor to deliver registration pursuant to this Section is conditioned upon Investor's participation in the underwriting and the inclusion of Investor's Shares in the underwriting to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell extent provided herein. Investor will enter into (together with Company and the holder’s intended method of dispositionother shareholders distributing their securities through the underwriting) an underwriting agreement with the underwriter or underwriters selected by Company for the underwriting, provided that the underwriting agreement is in customary form and is reasonably acceptable to Investor. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering Notwithstanding any other provision of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoingthis Section, if the managing underwriter of any such proposed registration determines an underwritten distribution advises Company and advises Investor in writing that in its good faith judgment the inclusion number of all Registrable Shares proposed and the other securities requested to be registered exceeds the number of Shares and other securities which can be sold in the offering, then (i) the number of Shares and other securities so requested to be included in the underwritten public offeringoffering will be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in the offering (except for shares to be issued by Company in an offering initiated by Company, together with any which will have priority over the Shares), and (ii) the reduced number of shares will be allocated among all participating holders of Common Stock and investor in proportion, as nearly as practicable, to the respective number of Shares and other issued securities held by Investor and outstanding other holders at the time of filing the registration statement in relation to the total number of shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, outstanding on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable fully diluted basis. All Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of and other securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that which are excluded from the underwritten public offering pursuant underwriting by reason of the underwriter's marketing limitation and all other Shares not originally requested to be so included will not be included in the preceding sentence shall registration and will be withheld from the market by the holders thereof Investor for a period, not to exceed 90 days from the closing of such underwritten public offeringone hundred eighty (180) days, that which the managing underwriter reasonably determines as is necessary in order to effect such the underwritten public offering.

Piggyback Registration. If at any time the Company shall determine to (ax) Each time that prepare and file with the Corporation proposes Commission a registration statement for the sale of Common Stock or other equity securities of the Company (other than a registration statement on Form S-4 or any reason successor form, or a registration statement on Form S-8 or any successor form), or (y) sell shares of Common Stock or other equity securities of the Company in an underwritten offering pursuant to register a registration statement filed with the Commission on Form S-3 or, if Form S-3 is not available for use by the Company, on Form S-1 (or any of its securities successor form or other appropriate form promulgated under the Securities Act) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 promulgated under the Securities Act, in each case, either for its own account or for the account of other holders of equity securities in the Company (other than pursuant to a Section 1 and Section 2), the Company shall (i) promptly, but no less than ten (10) Business Days prior to the anticipated filing date of the registration statement on Form ▇-▇(in the case of clause (x) above) or such sale (in the case of clause (y) above), ▇▇▇▇ ▇-▇ give to each Investor written notice thereof and (ii) subject to the limits contained in this Section 3, include in such registration statement or Form S-1 sale, as applicable, all Registrable Securities specified in a written request or similar or successor formsrequests, but made by such Investor; provided, however, that if the Company is advised in regard to Form S-1 only writing in connection with good faith by any managing underwriter of the initial Company’s securities being offered in a public offering of pursuant to such registration statement that the Corporation’s Common Stock amount to be sold by persons other than the Company (collectively, “Excluded FormsSelling Stockholders”)) is greater than the amount which can be offered without adversely affecting the offering, the Corporation shall promptly give written notice Company may reduce the amount offered for the accounts of Selling Stockholders (including such proposed registration to all holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, which notice that any shares to be excluded shall also constitute an offer to such holders to request inclusion of any Registrable Shares be determined in the proposed registration. (b) Each holder following order of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting priority: (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of securities held by any Persons not having any such proposed contractual, incidental registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Sharesrights, (ii) secondsecurities held by any Persons having contractual, if necessary by all Registrable Securities incidental registration rights pursuant to an agreement which are is not Series A-2 Registrable Securitiesthis Agreement, Series A-3 Registrable Securities or Series A-1 Registrable Securitiesother than the Lender Registration Rights Agreement, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed Registrable Securities and Lender Registrable Securities sought to be issued by the Corporation, and (B) one-half (1/2) included by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, thereof as determined on a pro rata basis calculated (based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in Registrable Securities and Lender Registrable Securities held by such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringholders).

Piggyback Registration. (a) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed Corporation proposes to register any of its Common Stock, any other of its equity securities or securities convertible into or exchangeable for its equity securities (collectively, including Common Stock, “Other Securities”) under the Securities Act, whether or not for sale for its own account (provided that any registration by or sale of Other Securities for the Corporation isaccount of any Person (other than the Corporation) shall be subject to Section 2.10), in whole or a manner that would permit registration of Registrable Securities for sale for cash to the public under the Securities Act, it shall give prompt written notice to each Holder of its intention to do so and of the rights of such Holder under this Section 2.02. Subject to the terms and conditions hereof, such notice shall offer each such Holder the opportunity to include in part, an underwritten public offering such registration statement such number of securities Registrable Securities as such Holder may request. Upon the written request of any such Holder made within 15 days after the receipt of the Corporation, any ’s notice (which request under Section 3.5(b) may shall specify that the number of Registrable Shares Securities intended to be included in disposed of and the underwriting (i) on the same terms and conditions as the shares intended method of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(bdisposition thereof), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered effect, in connection with the registration of the Other Securities, the registration under the Securities ActAct of all Registrable Securities which the Corporation has been so requested to register, to the extent required to permit sale or the disposition as set forth (in accordance with such intended methods thereof) of the written requestRegistrable Securities so requested to be registered. (eb) Notwithstanding If, at any time after giving a written notice of its intention to register any Other Securities and prior to the foregoingeffective date of the registration statement filed in connection with such registration, if the managing underwriter Corporation shall determine for any reason not to register the Other Securities, the Corporation may, at its election, give written notice of any such proposed determination to such Holders and thereupon the Corporation shall be relieved of its obligation to register such Registrable Securities in connection with the registration determines of such Other Securities, without prejudice, however, to the rights of the Holders immediately to request that such registration be effected as a registration under Section 2.01 to the extent permitted thereunder. (c) If the registration referred to in the first sentence of Section 2.02(a) is to be an underwritten registration on behalf of the Corporation, and a nationally recognized investment banking firm selected by the Corporation advises the Corporation in writing that that, in such firm’s good faith view, the inclusion of all or a part of such Registrable Shares proposed Securities in such registration would be likely to be included have an adverse effect upon the price, timing or distribution of the offering and sale of the Other Securities then contemplated, the Corporation shall include in such registration: (i) first, all Other Securities the underwritten public offeringCorporation proposes to sell for its own account (“Corporation Securities”), together with any other issued and outstanding shares (ii) second, up to the full number of Common Stock proposed to be included therein (A) Registrable Securities held by holders other than the holders Holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares that are requested to be included in such registration and (B) if such registration is the initial Public Offering, Other Securities proposed to be sold in such registration by Institutional Holders pursuant to the holders exercise of registration rights under the Institutional Rights Agreement in excess of the number of Corporation Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering in the manner described above; provided that if such number is less than the full number of such Registrable Securities and if such registration is the initial Public Offering, such Other Securities, such number shall be allocated pro rata among such Holders and such Institutional Holders on the basis of the relative number of Registrable Securities then held by each such Holder and the number of Other SharesSecurities held by each such Institutional Holder (with any number in excess of a Holder’s or Institutional Holder’s, as applicable request reallocated among the requesting Holders and, if such registration is the initial Public Offering, the requesting Institutional Holders in a like manner); and provided further that if such investment banking firm advises the Corporation in writing that less than all of such Registrable Securities should be included in such offering, such Holders may withdraw their request for registration of their Registrable Securities under Section 2.02(a) and request that 90 days subsequent to the effective date of the registration statement for the registration of such Other Securities such registration of their Registrable Securities be effected under Section 2.01 and (iii) third, up to the full number of the Other Securities (other than Corporation Securities), if any, in excess of the number of Corporation Securities and Registrable Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering. (d) The Corporation shall not be required to effect any registration of Registrable Securities under this Section 2.02 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other executive or employee benefit or compensation plans. (e) No registration of Registrable Securities effected under this Section 2.02 shall relieve the Corporation of its obligation to effect a registration of Registrable Securities pursuant to Section 2.01. (f) If the registration referred to in the first sentence of Section 2.02(a) is to be an underwritten registration on behalf of a Person other than the Corporation, and a nationally recognized investment banking firm with respect to such offering advises the Corporation in writing that, in such firm’s good faith view, the inclusion of all or a part of such Registrable Securities in such registration would be likely to have an adverse effect upon the price, timing or distribution of the offering and sale of the Other Securities then contemplated, the Corporation shall (subject to the right of the Investor Holders to request a registration under Section 2.01 which request shall take priority over the registration referred to in the first sentence of Section 2.02(a)), include in such registration: (i) first, all Other Securities such other Person proposes to sell for its own account, (ii) second, if necessary by all Registrable Corporation Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, the Corporation proposes to sell and (iii) third, if necessary, (A) one-half (1/2) up to the full number of Registrable Securities held by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders Holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed Securities that are requested to be included in such registration by the holders thereof, on a pro rata basis calculated based upon in excess of the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought securities to be registered sold under clause (i) and Corporation Securities to be sold in such offering which, in the good faith view of such investment banking firm, can be so sold without so adversely affecting such offering in the manner described above; provided that if such number is less than the full number of such Registrable Securities, such Registrable Securities shall be allocated pro rata among such Holders on the basis of the relative number of Registrable Securities then held by each such holder; provided, that Holder (with any number in excess of a Holder’s request reallocated among the aggregate number of securities proposed to be included requesting Holders in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringlike manner).

Piggyback Registration. (a) Each time that the Corporation proposes for any reason Company proposesd to register any a public offering solely of its securities under the Securities ActCommon Stock (not including an offering of Common Stock issuable upon conversion or exercise of other securities), other than pursuant to a registration statement Registration Statement on Form ▇-▇, ▇▇▇▇ ▇-▇ S-4 or Form S-1 S-8 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock forms (collectively, “"Excluded Forms”"), the Corporation Company shall promptly give written notice of such proposed registration Registration to all holders of Registrable SecuritiesShares, which notice shall also constitute an offer to such holders the right to request inclusion of any Registrable Shares Securities in the proposed registrationRegistration. (b) Each holder of Registrable Securities Shares shall have 30 ten (10) days or such longer period as shall be set forth in the notice from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of shares of Registrable Shares Securities such holder intends to sell and the holder’s 's intended method plan of disposition. (c) In the event that the proposed registration Registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities of the CorporationCompany, any request under Section 3.5(b2.3 (b) may specify that the Registrable Shares Securities be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registrationRegistration. (d) Upon receipt of a written request pursuant to Section 3.5(b2.3 (b), the Corporation Company shall promptly use its best efforts to cause all such Registrable Shares Securities to be registered under the Securities ActRegistered, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration an underwritten public offering, determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “"Other Shares”) "), would interfere with the successful marketing of the Corporation’s securitiessecurities proposed to be included in the underwritten public offering, then the total number of such securities proposed shares to be included in such underwritten public offering shall be reduced, (i) and shares shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter, first by excluding shares held by the shares requested directors, officers, employees and founders of the Company, and then, to be included the extent necessary-, by excluding Registrable Securities participating in such registration by the holders of Other Sharesunderwritten public offering, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon on the number of shares of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by Securities each -------- such holder; provided, that the aggregate number of securities holder proposed to be include. (f) All Shares that are not included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten 12 months following a public offering, that the managing underwriter reasonably determines as necessary in order to effect such the underwritten public offering. The holders of such Shares shall execute such documentation as the managing underwriter reasonably requests to evidence this lock-up.

Piggyback Registration. (a) Each time that the Corporation proposes for any reason to register any of its securities under the Securities Act, other than pursuant to Unless a registration statement has already been filed and remains effective with respect to the Shares, each time Company determines to file a registration statement under the Act (other than on Form ▇-▇S-1 solely covering an employee benefit plan, ▇▇▇▇ ▇-▇ S-4 or Form S-1 or similar or successor forms, but in regard to Form S-1 only S-8) in connection with the initial public offering proposed offer and sale for money of the Corporation’s Common Stock (collectivelyany of its securities, “Excluded Forms”)either for its own account or on behalf of any security holder including Investor, the Corporation shall promptly Company will give written notice of such proposed registration its determination to Investor. Upon the written request of Investor within thirty (30) days after the receipt of the written notice, Company will cause all holders Shares of Registrable Securities, which notice shall also constitute an offer Investor to such holders to request inclusion of any Registrable Shares be included in the proposed registrationregistration statement, to the extent necessary to permit the legally permissible sale or other disposition by Investor to be so registered. (b) Each holder If the registration is for a public offering involving an underwriting, Company will so advise Investor as a part of Registrable Securities shall have 30 days from its written notice. In such event, the receipt right of such notice Investor to deliver registration pursuant to this Section 1 is conditioned upon Investor's participation in the underwriting and the inclusion of Investor's Shares in the underwriting to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell extent provided herein. Investor will enter into (together with Company and the holder’s intended method of dispositionother shareholders distributing their securities through the underwriting) an underwriting agreement with the underwriter or underwriters selected by Company for the underwriting, provided that the underwriting agreement is in customary form and is reasonably acceptable to Investor. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering Notwithstanding any other provision of securities of the Corporation, any request under this Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing1, if the managing underwriter of any such proposed registration determines an underwritten distribution advises Company and advises Investor in writing that in its good faith judgment the inclusion number of all Registrable Shares proposed and the other securities requested to be registered exceeds the number of Shares and other securities which can be sold in the offering, then (i) the number of Shares and other securities so requested to be included in the underwritten public offeringoffering will be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in the offering (except for shares to be issued by Company in an offering initiated by Company, together with any which will have priority over the Shares), and (ii) the reduced number of shares will be allocated among all participating holders of Common Stock and investor in proportion, as nearly as practicable, to the respective number of Shares and other issued securities held by Investor and outstanding other holders at the time of filing the registration statement in relation to the total number of shares of Common Stock proposed to be included therein by holders other than the holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, outstanding on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable fully diluted basis. All Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of and other securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that which are excluded from the underwritten public offering pursuant underwriting by reason of the underwriter's marketing limitation and all other Shares not originally requested to be so included will not be included in the preceding sentence shall registration and will be withheld from the market by the holders thereof Investor for a period, not to exceed 90 days from the closing of such underwritten public offeringone hundred eighty (180) days, that which the managing underwriter reasonably determines as is necessary in order to effect such the underwritten public offering.

Piggyback Registration. (ai) Each If, at any time that commencing on the Corporation date hereof and expiring on the Expiration Date, the Company proposes for any reason to file a Registration Statement (other than under a Registration Statement pursuant to Form S-8 or Form S-4) to register any of its securities under the Securities Actsecurities, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering and all of the Corporation’s Common Stock (collectively, “Excluded Forms”)Registrable Securities are not then covered by an effective Registration Statement, the Corporation shall promptly Company shall: (A) give written notice by registered mail, at least 20 days prior to the filing of such proposed registration Registration Statement to the Holders of its intention to do so; and (B) include all holders Registrable Securities in such Registration Statement with respect to which the Company has received written requests for inclusion therein within 15 days of Registrable Securities, which actual receipt of the Company’s notice. (ii) The Company shall have the right at any time after it shall have given written notice shall also constitute an offer pursuant to such holders to this Section 3(b) (irrespective of whether a written request for inclusion of any Registrable Shares in Securities shall have been made) to elect not to file any such Registration Statement, or to withdraw the proposed registrationsame after the filing but prior to the effective date thereof. (biii) Each holder of Registrable Securities shall have 30 days from If the receipt of such notice Registration Statement pursuant to deliver this Section 3(b) relates to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an firmly underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises underwriter(s) advise the Company in writing that in their opinion the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registration Statement (including the Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to Securities) exceeds the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares which can be sold therein without adversely affecting the marketability of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary Company will include in order such Registration Statement the number of securities requested to effect be included which in the opinion of such underwritten public underwriter(s) can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders of all securities proposed to be included in the Registration Statement.

Piggyback Registration. (ai) Each time that If the Corporation proposes for any reason Company shall determine to register any of its securities under Common Stock either for its own account or for the Securities Act, account of any holder or holders of Common Stock (other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 S-8 (or similar or successor formsform) relating solely to stock option, but stock purchase or other employee benefit plans, or a registration on Form S-4 (or similar or successor form), or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in regard to Form S-1 only in connection with a registration statement covering the initial public offering sale of the Corporation’s Common Stock (collectively, “Excluded Forms”Registrable Securities), the Corporation shall Company will: (A) promptly give to the Investor a written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify such proposed securities under the applicable blue sky or other state securities laws); and (B) subject to Section 6(c)(ii) below, include in such registration to (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all holders the Registrable Securities specified in a written request or requests made by the Investor within fifteen (15) days after the date written notice as described in Section 6(c)(i)(A) above is delivered by the Company. Such written request may specify all or a part of the Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. (bii) Each holder If the registration of Registrable Securities shall have 30 days from which the receipt Company gives notice is for a Public Sale consisting of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities (in which event the underwriter shall be selected by the Company, in its sole discretion), the Company shall so advise the Investor as a part of the Corporationwritten notice given pursuant to Section 6(c)(i)(A). In such event, the right of the Investor to registration pursuant to this Section 6(c) shall be conditioned upon the Investor's participation in such underwriting and the inclusion of the Investor's Registrable Securities in the underwriting to the extent provided herein. The Investor, if its shares are to be included in such registration, shall (together with the Company and the Other Shareholders distributing their Common Stock through such underwriting) enter into an underwriting agreement in customary form with the Representative. Notwithstanding any request under other provision of this Section 3.5(b6(c), if the Representative advises the Investor or the Company in writing that (x) the inclusion of shares held by the officers and directors of the Company in the offering could, in the Representative's best judgment, materially reduce the offering price per share, or (y) that marketing factors require a limitation on the number of shares to be underwritten, then, in the case of the preceding clause (x), the Common Stock held by officers and directors of the Company shall be excluded from such underwriting to the extent so advised by the Representative and, in the case of the preceding clause (y), the number of shares that may specify that the Registrable Shares be included in the underwriting (i) on by the same terms Investor and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the Other Shareholders requesting inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering registration (but not the Company) shall be reduced, (i) first by the shares requested to be included in such registration by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated (based upon on the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered shares requested by each the Investor and such holder; provided, that the aggregate number of securities proposed Other Shareholders to be included in such registration registration), by such minimum number of shares as is necessary to comply with such limitation. If the holders Investor disapproves of Series A-2 Registrable Sharesthe terms of any such underwriting, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and it may elect to withdraw therefrom by written notice to the extent that such securities exceed twenty-five percent (25%) Company and the Representative, given a reasonable period of time prior to the finalization of the aggregate number of underwriting arrangements. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall not be included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant If at any time prior to the preceding sentence effective date of the registration statement, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to the Investor and, thereupon, shall be withheld from relieved of its obligation under this Section 6(c) to register any of the market by the holders thereof for a period, not to exceed 90 days from the closing of Registrable Securities in connection with such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringregistration.

Piggyback Registration. If the Company at any time following the one year anniversary of the date of this Agreement (aother than pursuant to Section 3) Each time that proposes to register any shares of Common Stock under the Corporation proposes Act for any reason sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4, S-8 or another form not available for registering ▇▇▇ ▇▇▇▇es for sale to the public), it will give written notice to the Holder at least twenty (20) days before the initial filing with the Commission of such registration statement. Upon the written request of the Holder to register any of its securities under the Securities ActShares, other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”), the Corporation shall promptly give written notice of such proposed registration to all holders of Registrable Securities, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. (b) Each holder of Registrable Securities shall have 30 days from the receipt of such notice to deliver be delivered to the Corporation a written request specifying Company within 15 days after the giving of any such notice by the Company, the Company will use its reasonable commercial efforts to cause the number of Registrable Shares such holder intends as to sell and which registration shall have been so requested to be included in the holder’s intended method registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the Holder (in accordance with its written request) of disposition. (c) the Shares so registered. In the event that the proposed any registration by the Corporation ispursuant to this Section 4 shall be, in whole or in part, an underwritten public offering offering, the number of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares to be included in such offering may be reduced if and to the underwriting extent that the managing underwriter or underwriters, if any, of such offering shall be of the opinion that inclusion of the Shares would adversely affect the marketing of the securities to be sold by the Company therein. In such event, the Company shall include in the registration statement the number of shares of Common Stock that the Company is so advised can be sold in such offering in the following priority: (i) on first, all shares of Common Stock to be sold by any other shareholder who has exercised his demand or similar right to require the same terms and conditions as Company to file a registration statement with respect to all or a portion of the shares of Common Stock, if any, otherwise being sold through underwriters under Stock held by such registration, or shareholder; (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b)second, the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall be reduced, (i) first by the shares requested to be included in such registration statement by the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and Company; (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders all shares of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares Common Stock proposed to be included in such registration statement by holders of Common Stock having piggyback registration rights outstanding on the holders thereofdate hereof; and (iv) fourth, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities all other Common Stock proposed to be included in such registration statement by other holders thereof, pro rata, based on the value (as determined in good faith by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%managing underwriter) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant proposed to the preceding sentence shall be withheld from the market included by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringholders.

Piggyback Registration. If at any time the Company shall determine to (ax) Each time that prepare and file with the Corporation proposes SEC a registration statement for the sale of Ordinary Shares or other equity securities of the Company (other than a registration statement on Form F-4 or Form S-4 (as applicable) or any reason successor form, or a registration statement on Form S-8 or any successor form), or (y) sell Ordinary Shares or other equity securities of the Company in an underwritten offering pursuant to register a registration statement filed with the SEC on Form F-3 or Form S-3 (as applicable) or, if Form F-3 or Form S-3 (as applicable) is not available for use by the Company, on Form F-1 or Form S-1 (as applicable, or any of its securities successor form promulgated under the Securities Act) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 promulgated under the Securities Act, in each case, either for its own account or for the account of other holders of equity securities in the Company, the Company shall (i) promptly, but no less than ten (10) Business Days prior to the anticipated filing date of the registration statement (in the case of clause (x) above) or such sale (in the case of clause (y) above), give to each Investor written notice thereof and (ii) subject to the limits contained in this Section 3, include in such registration statement or sale, as applicable, all Registrable Securities specified in a written request or requests, made by such Investors; provided, however, that if the Company is advised in writing in good faith by any managing underwriter of the Company’s securities being offered in a public offering pursuant to such registration statement that the amount to be sold by persons other than pursuant to a registration statement on Form ▇-▇, ▇▇▇▇ ▇-▇ or Form S-1 or similar or successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock Company (collectively, “Excluded FormsSelling Stockholders”)) is greater than the amount which can be offered without adversely affecting the offering, the Corporation shall promptly give written notice Company may reduce the amount offered for the accounts of Selling Stockholders (including such proposed registration to all holders of shares of Registrable Securities) to a number deemed satisfactory by such managing underwriter; and provided further, which notice that any shares to be included shall also constitute an offer to such holders to request inclusion of any Registrable Shares be determined in the proposed registration.following order of priority: (ba) Each holder of Registrable Securities shall have 30 days from if the receipt of such notice to deliver to the Corporation a written request specifying the number of Registrable Shares such holder intends to sell and the holder’s intended method of disposition. (c) In the event that the proposed registration by the Corporation is, in whole statement or in part, an underwritten public offering of securities is undertaken on behalf of the CorporationCompany, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on securities to be registered by the same terms and conditions as the shares of Common StockCompany pursuant to such registration statement, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings Registrable Securities of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares proposed Investors sought to be included by the holders thereof, (iii) securities held by any other Persons having a contractual, incidental “piggy back” right to include such securities in the underwritten public offeringregistration statement pursuant to the Existing Registration Rights Agreement, together with (iv) securities held by any other issued and outstanding shares of Common Stock proposed to be included therein by holders Persons (other than the holders of Registrable Securities Securities) having a contractual, incidental “piggy back” right to include such securities in the registration statement pursuant to any agreement entered into after the date of this Agreement, and (v) securities held by persons not having any contractual or other right to include such other shares hereinafter collectively referred to as securities in the “Other Shares”) would interfere with the successful marketing registration statement; provided, that, if there is a reduction of the Corporation’s securitiesnumber of Registrable Securities pursuant to clauses (ii) or (iii), then such reduction shall be made on a pro rata basis (based upon the total aggregate number of securities held by such holders); and (b) if the registration statement or underwritten public offering is undertaken on behalf of other holders of securities having a contractual right to demand the registration of such securities proposed to be included or inclusion thereof in such an underwritten public offering shall be reduced(“Other Holders”), (i) first by the shares requested securities sought to be included in by such registration by the holders of Other SharesHolders, (ii) second, if necessary by all the Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed Investors sought to be included in such registration by the holders thereof, (iii) securities held by any other Persons having a contractual, incidental “piggy back” right to include such securities in the registration statement pursuant to the Existing Registration Rights Agreement, (iv) securities held by any other Persons (other than the holders of Registrable Securities) having a contractual, incidental “piggy back” right to include such securities in the registration statement pursuant to any agreement entered into after the date of this Agreement, (v) securities to be registered by the Company pursuant to such registration statement and (vi) securities held by persons not having any contractual or other right to include such securities in the registration statement; provided, that if there is a reduction of the number of Registrable Securities pursuant to clauses (i), (ii) or (iii), such reduction shall be made on a pro rata basis calculated (based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in held by such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringholders).

Piggyback Registration. (a) Each time that If the Corporation Company proposes for any reason to register any of its securities that are of the same class as the Registrable Securities under the Securities Act (other than by a registration relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act, and other than pursuant to a registration statement on Form ▇-▇S-4, ▇▇▇▇ ▇-▇ Form S-8 or Form S-1 any successor or similar form, or successor forms, but in regard to Form S-1 only in connection with a tender offer, merger or other acquisition or a registration on any registration form which does not permit secondary sales), and if the initial public offering form of registration statement proposed to be used may be used for the registration of the Corporation’s Common Stock (collectivelyRegistrable Securities, “Excluded Forms”)then, on each such occasion, the Corporation Company shall promptly give furnish the Holder with at least ten (10) days prior written notice of such proposed registration the filing thereof. Subject to all holders the following sentence, at the written request of Registrable Securitiesthe Holder, which notice shall also constitute an offer to such holders to request inclusion of any Registrable Shares in the proposed registration. given within five (b5) Each holder of Registrable Securities shall have 30 days from the after receipt of such notice notice, the Company will cause (or in the case of an underwritten offer, use its reasonable commercial efforts to deliver cause the managing underwriter or underwriters to permit) all of the Corporation a written request specifying the number of Registrable Shares Securities for which registration shall have been requested by such holder intends Holder to sell and the holder’s intended method of disposition. (cbe included in such registration statement. If any registration pursuant to this Section 6(b) In the event that the proposed registration by the Corporation isshall be, in whole or in part, an underwritten public offering of securities of the Corporation, any request under Section 3.5(b) may specify that the Registrable Shares be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings then the number of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (d) Upon receipt of a written request pursuant to Section 3.5(b), the Corporation shall promptly use its best efforts to cause all such Registrable Shares to be registered under the Securities Act, to the extent required to permit sale or disposition as set forth in the written request. (e) Notwithstanding the foregoing, if the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares 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 holders of Registrable Securities (such other shares hereinafter collectively referred to as the “Other Shares”) would interfere with the successful marketing of the Corporation’s securities, then the total number of such securities proposed to be included in such underwritten public offering shall underwriting may be reduced, (i) first reduced by the shares requested to be included in such registration by Company and the holders of Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities managing underwriter or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereof, on a pro rata basis calculated based upon the number of Registrable Shares, Series A-2 Registrable Shares, Series A-3 Registrable Shares or Series A-1 Registrable Shares sought to be registered by each such holder; provided, that the aggregate number of securities proposed to be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder underwriters thereof if and to the extent that the Company and such securities exceed twenty-five percent (25%) underwriter or underwriters shall be of the aggregate number opinion (in their sole reasonable judgment) that such inclusion could adversely affect the success of the offering or the marketing of the securities included in such registrationto be sold by the Company therein. The shares Company may withdraw or suspend any such registration at any time, provided that the Company shall give immediate notice of Common Stock that are excluded from the underwritten public offering pursuant such withdrawal to the preceding sentence shall be withheld from Holders who requested inclusion of the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that the managing underwriter reasonably determines as necessary in order to effect such underwritten public offeringRegistrable Securities.

Piggyback Registration. (ai) Each time that the Corporation Company proposes for any reason to register any of its securities Common Stock under the Securities ActAct in connection with the proposed offer and sale of its Common Stock for money either for its own account or on behalf of any other security holder ("Proposed Registration"), other than pursuant to a registration statement on Form ▇-▇S-4, ▇▇▇▇ ▇-▇ or Form S-1 or similar or ▇▇ any successor forms, but in regard to Form S-1 only in connection with the initial public offering of the Corporation’s Common Stock (collectively, “Excluded Forms”)thereto, the Corporation Company shall promptly give written notice of such proposed registration Proposed Registration to all holders of Registrable Securities, which notice Holders and shall also constitute an offer to such holders Holders the right to request inclusion of any Registrable the Shares issued or issuable upon the exercise of this Warrant in the proposed registrationProposed Registration. (bii) Each holder of Registrable Securities Holder shall have 30 thirty (30) days from the receipt of such notice to deliver to the Corporation Company a written request specifying the number of Registrable Shares such holder Holder intends to sell and the holder’s Holder's intended method of disposition. (ciii) In the event that the proposed registration Proposed Registration by the Corporation Company is, in whole or in part, an underwritten public offering of securities offering, the Company shall so advise the Holders as part of the Corporationwritten notice given pursuant to Section 8(b)(i), and any request under Section 3.5(b8(b)(ii) may must specify that the Registrable Shares shares of Common Stock be included in the underwriting (i) on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration, or (ii) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the event that no shares of Common Stock other than Registrable Shares are being sold through underwriters under such registration. (div) Upon receipt of a written request pursuant to Section 3.5(b8(b)(ii), the Corporation Company shall promptly use its best efforts to cause all such Registrable Shares held by the Holders to be registered under the Securities ActAct (and included in any related qualifications under blue sky laws or other compliance), to the extent required to permit sale or disposition as set forth in the written requestProposed Registration. (ev) In the event that the offering is to be an underwritten offering, the Holders proposing to distribute their Shares through such underwritten offering agree to enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company. (vi) Notwithstanding the foregoing, if in its good faith judgment, the managing underwriter of any such proposed registration determines and advises in writing that the inclusion of all Registrable Shares issued or issuable with respect to this Warrant 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 holders, other than the holders of Registrable Securities Holders (such other shares hereinafter collectively referred to as the “"Other Shares”) "), would interfere with the successful marketing of the Corporation’s such securities, then the total number of such securities proposed shares to be included in such underwritten public offering shall be reduced, first from the Other Shares (i) first by except only those Other Shares that have the shares requested benefit of any priority rights granted to be included in such registration by the holders of certain Other Shares, (ii) second, if necessary by all Registrable Securities which are not Series A-2 Registrable Securities, Series A-3 Registrable Securities or Series A-1 Registrable Securities, and (iii) third, if necessary, (A) one-half (1/2) by Shares prior to the securities proposed to be issued by the Corporation, and (B) one-half (1/2) by the holders date of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares proposed to be included in such registration by the holders thereofthis Warrant), on a pro pro-rata basis calculated basis, based upon the number of Registrable Other Shares held by each holder thereof, and only thereafter, from the number of Shares held by the Holders, on a pro-rata basis; provided that, in connection with any such public offering, if the managing underwriter reasonably and in good faith recommends, which recommendation and supporting reasoning shall be delivered in writing to the stockholders, that no amount of Other Shares, Series A-2 Registrable Shares, Series A-3 Registrable and Shares or Series A-1 Registrable Shares sought to be registered held by each such holder; provided, that the aggregate number of securities proposed to Holders should be included in such registration by the holders of Series A-2 Registrable Shares, Series A-3 Registrable Shares and/or Series A-1 Registrable Shares shall only be reduced hereunder if and to the extent that such securities exceed twenty-five percent (25%) of the aggregate number of securities included in such registration. The shares of Common Stock that are excluded from the underwritten public offering pursuant to the preceding sentence shall be withheld from the market by the holders thereof for a period, not to exceed 90 days from the closing of such underwritten public offering, that then the managing underwriter reasonably determines as necessary Company shall not be required to include any such shares in order to effect such underwritten public offering.