Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

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statement the Borrower files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note.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 Fifteen Thousand and No/100 United States Dollars ($15,000), 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.

Registration Rights Agreement. Each of the Parties agrees that for all purposes under the Registration Rights Agreement, # the defined term “Non-Voting NEP Common Units” shall be deleted, # the words “Non-Voting NEP Common Units” in the definition of Issuance Date shall be deleted and replaced with the words “Common Units”, # the words “upon conversion of the Non-Voting NEP Common Units” in the definition of Registrable Securities shall be deleted, # the words “that would be outstanding as of the Issuance Date if all of the Non-Voting NEP Common Units issued on the Issuance Date were converted on such Issuance Date into Common Units” in [Section 2.02(a)] and [Section 2.03(a)] of the Registration Rights Agreement shall be deleted and replaced with the words “that were outstanding as of the Issuance Date”, and # WRP Investco L.P. and WRP Investco II L.P. shall be Holders thereunder.

No provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Business Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement may be # amended other than by a written instrument signed by both parties hereto or # waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor.

The rights and obligations under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: # the Investor agrees in writing with the transferee or assignee to assign such rights and obligations and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; # the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of # the name and address of such transferee or assignee, # the securities with respect to which such registration rights and obligations hereunder are being transferred or assigned and # any other information which the Company requests in order to reflect such transferee as a selling stockholder in the Registration Statement; # immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act or applicable state securities Laws; and # at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein.

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver that complies with the foregoing but that disproportionately, materially and

Limitations on Subsequent Registration Rights. The Company shall not, without the prior written consent of Stockholders holding at least a majority of the Registrable Shares held by the Stockholders, enter into any agreement (other than this Agreement) with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder to include securities of the Company in any Registration Statement upon terms which are more favorable to such holder or prospective holder than the terms on which holders of Registrable Shares may include shares in such registration.

Termination of Rights. Whether or not this Note has been surrendered for cancellation, all rights with respect to this Note shall terminate upon the issuance of shares of the equity securities upon conversion of this Note. Notwithstanding the foregoing, [[Organization A:Organization]] agrees to surrender this Note to the Company for cancellation as soon as is practicable following conversion of this Note.