Piggyback Registration Rights. If, at any time following the Closing there is not an effective Registration Statement covering all of the Registrable Securities, and the Company shall determine to prepare and file with the Commission a registration statement (other than the Financing Registration Statement) relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to the Purchaser a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities that the Purchaser may request to be registered, or such amount as otherwise shall be permitted to be included thereon in accordance with applicable rules, regulations and interpretations of the Commission, so as to permit the resale of such Registrable Securities by the Purchaser under Rule 415 under the Securities Act; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this [Section 4.2(b)] that are the subject of a then effective Registration Statement.

Piggyback Registration Rights. (a) If the Company approves filing a Form S-1 or Form S-3 registration statement under the Securities Act of 1933, as amended, or any successor form, but excluding any Form S-8 or Form S-4 registration statement ("Registration Statement") for a primary offering of Company Common Stock, ​ par value per share, ("Common Stock") from ​, through ​ ("Rights Period"), then the Company will notify the Grantee of its intent to file the Registration Statement ("Filing Notice") at least twenty (20) days prior to the filing of the Registration Statement with the Securities and Exchange Commission ("SEC"). Grantee shall have piggyback registration rights for all of the shares of Common Stock issued upon conversion of the Shares ("Conversion Shares"), if any, in respect of and for any Registration Statement filed during the Rights Period with the SEC, but the piggyback registration rights are only exercisable if the Grantee notifies the Company in writing of his election to exercise his piggyback registration rights within ten (10) days after receipt of the Filing Notice ("Election Notice"). If there is a timely received Election Notice for any Registration Statement filed during the Rights Period, then the Registration Statement will register all of the Shares for possible resell by the Grantee. (b) All fees and expenses incident to the performance of or compliance with this [Section 3] by the Company shall be borne by the Company, whether or not any Conversion Shares are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, # all federal and state registration and filing fees; # legal and accounting fees and costs; # cost of any filings required to be made with any national securities market or national quotation system on which the Common Stock is listed or quoted for public trading # fees and costs of compliance with any applicable state securities or Blue Sky laws; # Registration Statement printing expenses (including, without limitation, expenses of printing certificates for registered securities); # messenger, telephone and delivery expenses, # cost of any Securities Act of 1933 liability insurance, if the Company so desires that insurance, and # fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this [Section 3].

Piggyback Registration Rights. The Borrower shall include on the next registration statement the Borrower files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note. Failure to do so will result in liquidated damages of 25% of the outstanding principal balance of this Note, but not less than ​, being immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.

Piggyback Registration Rights. The Company hereby grants to the Buyer the registration rights set forth on Exhibit B hereto.

Each Investor shall be permitted to withdraw all or part of such Investor’s Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such registration statement.

if such Underwritten Offering is a Piggyback Rights Company Offering, the Company will include in such Piggyback Registration: # first, all securities to be offered by the Company; and # second, up to the full number or amount of Registrable Securities requested to be included in such Piggyback Rights Company Offering by the Notice Holders, allocated pro rata among such holders if necessary, and # third, up to the full number or amount of shares of

Save as the waiver for the piggyback registration right letter agreement dated ​, all other clauses in the Convertible Promissory Note remains unchanged.

If the offering pursuant to such registration statement is to be underwritten, then each Investor making a request for a Piggyback Registration pursuant to this [Section 2.1(a)] must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Investor may, subject to [Section 2.1(b)], participate in such underwritten offering. If the offering pursuant to such registration statement is to be on any other basis, then each Investor making a request for a Piggyback Registration pursuant to this [Section 2.1(a)] must, and the Company shall make such arrangements so that each such Investor may, participate in such offering on such basis.

any of the rights to give or receive notices, including in respect of the exercise of piggyback or demand registration rights hereunder, on behalf of itself and/or each Holder without the express written consent of the Partnership. Notwithstanding anything herein to the contrary, the BlackRock Purchaser may continue to give or receive notices and exercise piggyback or demand registration rights hereunder on behalf of other Holders following such time as the BlackRock Purchaser ceases to own any Registrable Securities.

Expenses. The Partnership will pay all reasonable Registration Expenses, as determined in good faith, in connection with a Piggyback Registration or an Underwritten Offering, whether or not any sale is made pursuant to such Piggyback Registration or Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling Expenses in connection with any sale of its Registrable Securities hereunder. In addition, except as otherwise provided in [Section 2.08], the Partnership shall not be responsible for professional fees (including legal fees) incurred by the BlackRock Purchaser or Holders in connection with the exercise of the BlackRock Purchaser’s or such Holders’ rights hereunder.