Common use of Piggy-Back Registration Rights Clause in Contracts

Piggy-Back Registration Rights. 10.1 In the event that the Company proposes to register any Registrable Securities under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering.

Piggy-Back Registration Rights. 10.1 In At any time the event Conversion Shares or Warrant Shares (or right to obtain Warrant Shares pursuant to the terms of the Warrant) (collectively, the “Registrable Securities”) are owned by a Purchaser and there is not an effective registration statement covering all of the Registrable Securities, and if the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act, of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Act) or their then equivalents (the “Registration Statement”) 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 each Purchaser a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Purchaser requests to be registered; provided, however, that Registrable Securities may be reduced on a pro rata basis with such other securities being registered on the applicable registration statement if and to the extent that the underwriter(s) associated with the offering which is the subject of the registration statement believes, in good faith, that the inclusion of such Registrable Securities will have an adverse effect on the sale of the securities for which such registration statement was filed, and further provided, however, that the Company proposes shall not be required to register any Registrable Securities under pursuant to this Section 6.2 that are eligible for resale pursuant to Rule 144 promulgated by the Securities SEC pursuant to the Act or that are the subject of a then effective registration statement; provided further that the Borrower’s counsel renders an opinion letter as such in favor of the Purchaser at Borrower’s expense. If any SEC guidance or FINRA regulation sets forth a limitation on the number of securities permitted to be registered on a particular registration statement (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request and notwithstanding that the Company use its reasonable best used diligent efforts to cause advocate with the SEC for the registration of all or a greater portion of Registrable Securities), the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in registered on such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection registration statement will be reduced on a pro rata basis with such other securities being registered on the applicable registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering.

Piggy-Back Registration Rights. 10.1 In If the event that Company, at any time prior -------------------------------- to the Company Expiration Date, proposes to register (the "Registration") any Registrable Securities of its securities under the Securities Act of 1933 (other than a Registration Statement on Form the "Securities Act") (except registrations by way of Commission Forms S-4 or Form S-8, or any successor forms thereto, promulgated or to qualify such securities under the Securities Actsecurities laws of any state or register its securities in connection with any warrant, option or employee benefit plan), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders prompt written notice thereof to the Holder and, if the Holder shall so request in writing within 20 days after receipt of any such notice, the Company shall exercise all reasonable efforts to include among securities which it then endeavors to make the subject of a registration statement to be filed under the Securities Act all shares the Holder so requests to be registered thereunder (the “Piggy-Back Notice”"DESIGNATED SHARES") of its intention and to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified such registrations to be effected and to be kept effective until all sales or distributions contemplated in a written request by the Holders and delivered to connection therewith are completed; provided that the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company shall not be obligated to be included in keep such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to effect for more than nine months from the effective date of the Registration Statement filed in connection with such registration, thereof. If the Company thereafter determines for any reason in its sole discretion not to proceed with the proposed registrationregister or to delay registration of its securities, the Company may may, at its election election, give written notice of such determination to the Holders Holder and thereupon shall be relieved of its any obligation to register any Registrable Securities Designated Shares in connection with such registration or in case of a determination to delay registration. A Holder , shall be permitted to withdraw all or part delay in registration of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior the Designated Shares. All costs and expenses incident to the effectiveness Company's registration of such Registration Statement except in an underwritten offering where such Holder has previously committed the Designated Shares under the Securities Act, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other persons retained by the Company, shall, to the underwriters that it would participate in such offeringextent permitted by applicable federal and state securities laws, rules and regulations, be borne by the Company.

Piggy-Back Registration Rights. 10.1 In From and after the event that Signing Closing Date and until eighteen (18) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give prompt written notice to Investments and Buyer of its intention to do so and of the registration rights granted under this Agreement. Upon the written request of Investments and/or Buyer made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Investments and/or Buyer and the intended method of disposition thereof), the Company shall, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register by Investments and/or Buyer, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by Investments and/or Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register any the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under high percentage of the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Company’s Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all Stock the Registrable Securities specified represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a written request by pro rata basis, the Holders and delivered amount of Registrable Securities subject to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement to a lesser amount which equals the maximum number of Registrable Securities equal that the Company is permitted to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or register in an “at the Company’s optionmarket offering”; and provided, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement further, that are ownedif, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines shall determine for any reason either not to proceed with the proposed registrationregister or to delay registration of such Registrable Securities, the Company may may, at its election election, give written notice of such determination to Investments and/or the Holders and thereupon Buyer and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall be permitted to withdraw delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If Buyer shall have transferred all or part of its Registrable Securities from a registration pursuant to Securities, then for purposes of this Section 10.1 at any time prior to Section, the effectiveness of term “Buyer” shall reference Buyer and/or such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringtransferee(s).

Piggy-Back Registration Rights. 10.1 In The Company covenants and agrees with the Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the event that the Company proposes to register any Registrable Securities file a registration statement under the Securities Act with respect to any class of security (other than in connection with an exchange offer, a Registration Statement non-cash offer or a registration statement on Form S-4 S-8 or Form S-8, other unsuitable registration statement form) which becomes or which the Company believes will become effective at any successor forms thereto, promulgated under time after the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) Initiation Date then the Company shall in each case give written notice of such proposed filing to the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration Warrants and Warrant Shares at least ten (10) 30 days before the anticipated proposed filing date. Subject date and such notice shall offer to Section 10.2, such Holders shall have the right (opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered opinion of counsel to the Company reasonably acceptable to any such holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Warrants and/or Warrant Shares in the manner proposed by such Holders. The Company shall not honor any such request to register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company shall not be required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within ten (10) at least 20 days after the giving Company has given notice to the Holders of such Piggy-Back Notice by the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 25% of the aggregate number of Warrant Shares. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares ") to include such registration Piggy-back Shares in the proposed offering on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled applicable to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as securities of the date Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed back Shares requested to be included in such Registration Statement that are owned, directly or indirectly, the registration statement concurrently with the securities being registered by the Apollo Funds to (ii) Company would materially adversely affect the aggregate number distribution of shares of Common Stock owned, directly or indirectly, such securities by the Apollo Funds Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request provided that are outstanding no such delay shall be required as to Piggy-back Shares if any securities of the date Company are included in such registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or separate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("Piggy-back Termination Date"); provided, however, that if at the Piggy-Back Notice (back Termination Date the Piggyback Shares are covered by a registration statement which is, or at required to remain, in effect beyond the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggy-back Termination Date, the Company determines shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved other securities. All expenses of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior 15.2 shall be borne by the Company, except that underwriting commissions and expenses attributable to the effectiveness Piggy-back Shares and fees and disbursements of such Registration Statement except in an underwritten offering where such Holder has previously committed counsel (if any) to the underwriters Holders requesting that it would participate in such offering.Piggy-

Piggy-Back Registration Rights. 10.1 In (a) If at any time a Demand Registration Statement is not in effect with respect to all Registerable Securities and the event that the Company Issuer proposes to register any Registrable Securities file a registration statement under the Securities Act with respect to an offering by the Issuer for its own account or for the account of any of its security holders of any class of its Common Stock in a firmly underwritten public equity offering (other than (i) a Registration Statement registration statement on Form S-4 or Form S-8, S-8 (or any successor forms thereto, promulgated under substitute form that may be adopted by the Securities ActSEC) or (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Issuer's existing security holders), for then the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company Issuer shall give the Holders written notice of such proposed filing to the Purchaser as soon as practicable (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) but in no event fewer than 30 days before the anticipated filing date), and such notice shall offer Purchaser the opportunity to register such number of Registerable Securities as Purchaser may request in writing within 15 days after receipt of such written notice from the Issuer (which request shall specify the shares intended to be disposed of by Purchaser) (a "Piggy-Back Registration"). Subject The Issuer shall use its best efforts to Section 10.2, keep such Holders shall have the right (the “Piggy-Back Registration Right”continuously effective under the Securities Act until at least the earlier of (A) to request that the Company 90th day after the effective date thereof or (B) the consummation of the distribution by the holders of all of the securities covered thereby. The Issuer shall use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving managing underwriter or underwriters, if any, of such Piggy-Back Notice proposed offering to permit the Registerable Securities requested by the Company Purchaser to be included in such registration a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Registrable Issuer or any other security holder included therein and to permit the sale or other disposition of such Registerable Securities otherwise being sold in such registrationaccordance with the intended method of distribution thereof. The Holders Purchaser shall be entitled have the right to withdraw its request to include for inclusion of its Registerable Securities in such any Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 6.2 by giving written notice to the Issuer of its request to withdraw. The Issuer may withdraw the proposed offering and/or a Piggy-Back Registration (subject to the Issuer's obligation to use its best efforts to permit such Piggy-Back Registration set forth in the second immediately preceding sentence) at any time prior to the effectiveness time it becomes effective or the Issuer may elect to delay the registration; provided, however, that the Issuer shall give prompt written notice thereof to Purchaser. No registration effected under this Section 6.2, and no failure to effect a registration under this Section 6.2, shall relieve the Issuer of such Registration Statement except its obligation to effect a registration upon the request of Purchaser pursuant to Section 6.1 hereof, and no failure to effect a registration under this Section 6.2 and to complete the sale of securities registered thereunder in an underwritten offering where such Holder has previously committed to connection therewith shall relieve the underwriters that it would participate in such offeringIssuer of any other obligation under this Agreement.

Piggy-Back Registration Rights. 10.1 In From and after the event that Signing Closing Date and until eighteen (18) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give prompt written notice to Investments and Buyer of its intention to do so and of the registration rights granted under this Agreement. Upon the written request of Buyer made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Buyer and the intended method of disposition thereof), the Company shall, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register Buyer, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register any the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under high percentage of the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Company’s Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all Stock the Registrable Securities specified represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a written request by pro rata basis, the Holders and delivered amount of Registrable Securities subject to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement to a lesser amount which equals the maximum number of Registrable Securities equal that the Company is permitted to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or register in an “at the Company’s optionmarket offering”; and provided, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement further, that are ownedif, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines shall determine for any reason either not to proceed with the proposed registrationregister or to delay registration of such Registrable Securities, the Company may may, at its election election, give written notice of such determination to Investments and/or the Holders and thereupon Buyer and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall be permitted to withdraw delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If Buyer shall have transferred all or part of its Registrable Securities from a registration pursuant to Securities, then for purposes of this Section 10.1 at any time prior to Section, the effectiveness of term “Buyer” shall reference Buyer and/or such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringtransferee(s).

Piggy-Back Registration Rights. 10.1 In The Company covenants and agrees with the Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the event that the Company proposes to register any Registrable Securities file a registration statement under the Securities Act with respect to any class of security (other than in connection with an exchange offer, a Registration Statement non-cash offer or a registration statement on Form S-4 S-8 or Form S-8, other unsuitable registration statement form) which becomes or which the Company believes will become effective at any successor forms thereto, promulgated under time after the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) Initiation Date then the Company shall in each case give written notice of such proposed filing to the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration Warrants and Warrant Shares at least ten (10) 30 days before the anticipated proposed filing date. Subject date and such notice shall offer to Section 10.2, such Holders shall have the right (opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered opinion of counsel to the Company reasonably acceptable to any such Holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Warrants and/or Warrant Shares in the manner proposed by such Holders. The Company shall not honor any such request to register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company shall not be required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within ten (10) at least 20 days after the giving Company has given notice to the Holders of such Piggy-Back Notice by the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 25% of the aggregate number of Warrant Shares. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares") to include such registration Piggy-back Shares in the proposed offering on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled applicable to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as securities of the date Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Piggy-Back Notice back Shares requested to be included in the registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request provided that no such delay shall be required as to Piggy-back Shares if any securities of the Company are included in such registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or separate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("Piggy-back Termination Date"); provided, however, that if at the Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 15.2 shall be borne by the Company’s option, except that underwriting commissions and expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that such Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to this Section 15.2 to include in the Piggy-back Offering, Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Holder of Warrants submits an undertaking to the date Company that such Registration Statement is filed) and (y) the ratio of (i) Holder intends to exercise Warrants representing the number of shares of Common Stock proposed Warrant Shares to be included in such Registration Statement that are ownedPiggy-back Offering prior to the consummation of such Piggy-back Offering. In addition, directly or indirectly, by such Holder of Warrants is permitted to pay the Apollo Funds to (ii) Company the aggregate number of shares of Common Stock owned, directly or indirectly, by Warrant Price for such Warrant Shares upon the Apollo Funds that are outstanding as of the date consummation of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed)back Offering. If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason decides not to proceed with the proposed registrationa Piggy-back Offering, the Company may at its election give written notice has no obligation to proceed with the offering of such determination the Piggy-back Shares, unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of Section 15.1 hereof (without regard to the Holders and thereupon shall be relieved 60 days' written request required thereby). Notwithstanding any of its the foregoing contained in this Section 15.2, the Company's obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted offer registration rights to withdraw all or part of its Registrable Securities from a registration the Piggy-back Shares pursuant to this Section 10.1 at any time prior to 15.2 shall terminate two (2) years after the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringExpiration Date.

Piggy-Back Registration Rights. 10.1 In The Company covenants and agrees with the Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the event that the Company proposes to register any Registrable Securities file a registration statement under the Securities Act with respect to any class of security (other than in connection with a Registration Statement Rule 145 transaction an exchange offer, a non-cash offer or a registration statement on Form S-4 S-8 or Form S-8other registration statement form that does not permit secondary sales) which becomes or which the Company believes will become effective at any time after the Initiation Date, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) then the Company shall in each case give written notice of such proposed filing to the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration Warrants and Warrant Shares at least ten (10) 30 days before the anticipated proposed filing date. Subject date and such notice shall offer to Section 10.2, such Holders the opportunity to include in such registration statement such number of Warrant Shares as they may request. The Company shall have not be required to honor any such request to register any such Warrant Shares (i) if the right request is received later than six (6) years from the “Piggy-Back Registration Right”Effective Date, or (ii) to request that if the Company use its reasonable best efforts is not notified in writing of any such request pursuant to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company this Section 15.2 within ten (10) at least 20 days after the giving Company has given notice to the Holders of such Piggy-Back Notice by the filing. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares") to include such registration Piggy-back Shares in the proposed offering on the same terms and conditions as applicable to securities of the Registrable Securities otherwise being sold Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in such registration. The Holders shall be entitled to request to include in such Registration Statement writing that it believes marketing factors require a limitation on the number of Registrable Securities equal shares to be underwritten in the product proposed offering, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggy-back Shares (xor the portion thereof so designated by such managing underwriter) for such period, not to exceed 180 days, as the managing underwriter shall request. In any circumstance in which all of the Warrant Shares and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon exercise of warrants or conversion of any subordinated note of the Company) with registration rights (the "Other Shares") requested to be included in a registration on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s optionWarrant Shares and Other Shares that may be so included, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed Warrant Shares and Other Shares that may be so included shall be allocated among the Holders and other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Warrant Shares and Other Shares that would be held by such Holders and other selling stockholders, assuming exercise or conversion; provided, however, so that such allocation shall not operate to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) reduce the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention Warrant Shares and Other Shares to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering.be

Piggy-Back Registration Rights. 10.1 In the event that If at any time the Company proposes shall determine to register any Registrable Securities under prepare and file with the Securities Act (other than SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities, other than on Form S-4 or Form S-8S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders send to each Investor written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2determination and, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company if within ten (10) days after the giving receipt of such Piggy-Back Notice by notice, such Investor shall so request in writing, the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number all or any part of the Registrable Securities equal such Investor requests to be registered, except that if, in connection with any underwritten public offering for the product of (x) the aggregate number of shares of Common Stock owned by such Holder as account of the date of Company the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filedmanaging underwriter(s) and (y) the ratio of (i) thereof shall impose a limitation on the number of shares of Common Stock proposed to which may be included in the Registration Statement because, in such underwriter(s)' judgment, such limitation is necessary to effect an orderly public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Investor has requested inclusion hereunder. Any exclusion of Registrable Securities shall be made pro rata among the Investors seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Investors; provided, however, that are ownedany exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, directly or indirectly, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by the Apollo Funds Company with the holder of such other securities prior to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of this Agreement, in which case such other securities shall be excluded, if at all, in accordance with the Piggy-Back Notice (or terms of such agreement. Notwithstanding anything in this Agreement to the contrary, the registration rights contemplated by this Section 7 shall expire automatically at such time as the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities become eligible for resale under applicable federal and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringstate securities laws without restriction.

Piggy-Back Registration Rights. 10.1 In The Company covenants and agrees with the Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the event that the Company proposes to register any Registrable Securities file a registration statement under the Securities Act with respect to any class of security (other than in connection with an exchange offer, a Registration Statement non-cash offer or a registration statement on Form S-4 S-8 or other unsuitable registration statement form, including, without limitation, Form S-8, S-4) which becomes or which the Company believes will become effective at any successor forms thereto, promulgated under time after the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) Initiation Date then the Company shall in each case give written notice of such proposed filing to the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration Warrants and Warrant Shares at least ten (10) 15 days before the anticipated proposed filing date. Subject date and such notice shall offer to Section 10.2, such Holders shall have the right (opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered opinion of counsel to the Company reasonably acceptable to any such Holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Warrants and/or Warrant Shares in the manner proposed by such Holders. The Company shall not honor any such request to register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company shall not be required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within ten (10) at least 10 days after the giving Company has given notice to the Holders of such Piggy-Back Notice by the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 25% of the aggregate number of Warrant Shares. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares") to include such registration Piggy-back Shares in the proposed offering on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled applicable to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as securities of the date Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Piggy-Back Notice back Shares requested to be included in the registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 180 days, as the managing underwriter shall request, provided that no such delay shall be required as to Piggy-back Shares if any securities of the Company are included in such registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or separate registration statement, and shall use reasonable best efforts to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("Piggy-back Termination Date"); provided, however, that if at the Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 15.2 shall be borne by the Company’s option, except that underwriting commissions and expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that such Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to this Section 15.2 to include in the Piggy-back Offering, Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Holder of Warrants submits an undertaking to the date Company that such Registration Statement is filed) and (y) the ratio of (i) Holder intends to exercise Warrants representing the number of shares of Common Stock proposed Warrant Shares to be included in such Registration Statement that are ownedPiggy-back Offering prior to the consummation of such Piggy-back Offering. If the Company decides not to proceed with a Piggy-back Offering, directly or indirectly, by the Apollo Funds Company has no obligation to (ii) proceed with the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date offering of the Piggy-Back Notice back Shares, unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of Section 15.1 hereof (or at without regard to the 60 days' written request required thereby). Notwithstanding any of the foregoing contained in this Section 15.2, the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention 's obligation to register any Registrable Securities and prior offer registration rights to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration Piggy-back Shares pursuant to this Section 10.1 at any time prior to 15.2 shall terminate one (1) year after the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringExpiration Date.

Piggy-Back Registration Rights. 10.1 In If, at any time during the event that the Company term of ------------------------------ this Agreement DST proposes to register (including for this purpose a registration effected by DST for stockholders other than the Affiliate Stockholders) any Registrable Securities of its common equity securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a Registration Statement on Form S-4 registration form relating to: (a) a registration of a stock option, stock purchase or Form S-8compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or any successor forms theretoa dividend investment plan; (b) a registration of securities proposed to be issued in exchange for securities or assets of or in connection with a merger or consolidation with, promulgated under the Securities Actanother corporation; or (c) a registration of securities proposed to be issued in exchange for other securities of DST), for the account of TopCo Parent (or the Apollo Funds if DST shall each such Apollo Funds are direct holders of Common Stock) the Company shall time, promptly give the Holders each Affiliate Stockholder written notice (of such registration together with a list of the “Piggy-Back Notice”) of its intention jurisdictions in which DST intends to effect attempt to qualify such a registration at least ten (10) days before securities under applicable state securities laws. Upon the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company of any Affiliate Stockholder given within ten (10) days after written notice from DST (which request shall specify the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal intended to be disposed of and the intended method of disposition thereof), DST shall effect, in the manner set forth in Article 5, in connection with such registration, the registration under the Securities Act of all of the Registrable Securities which DST has been so requested to register, to the product of extent required to permit the disposition (xin accordance with the intended methods thereof) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed Registrable Securities so requested to be included in such Registration Statement registered, provided that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If if at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines DST shall determine for any reason not to proceed with the proposed registrationregister or delay registration of such securities, the Company may DST may, at its election give election, given written notice of such determination to the Holders and thereupon Affiliate Stockholders and, thereupon, (A) in the case of a determination not to register, DST shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (B) in the case of a determination to delay such registration. A Holder , DST shall be permitted to withdraw all or part delay registration of its any Registrable Securities from a registration pursuant requested to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate be included in such offeringregistration for the same period as the delay in registering such other securities.

Piggy-Back Registration Rights. 10.1 In If at any time when there is not an effective Registration Statement covering all of the event that Registrable Securities, the Company proposes determines to register any Registrable prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than a Registration Statement on Form S-4 or Form S-8S-8 or its then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), or the Company shall send to each holder of Registrable Securities (a “Holder”) written notice of such determination and, if within seven (7) business days after receipt of such notice, any successor forms theretosuch Holder shall so request in writing (which request shall specify the Registrable Securities intended to be disposed of by the Holder), promulgated the Company will cause the registration under the Securities Act), for the account Act of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) all Registrable Securities which the Company shall give has been so requested to register by the Holders written notice (Holder, to the “Piggy-Back Notice”) extent required to permit the disposition of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified so to be registered. The Company shall include in a written request by such registration statement all or any part of such Registrable Securities such Holder requests to be registered. In the Holders and delivered case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the inclusion of the Registrable Securities in such registration statement, then if the Company within ten (10) days after consultation with the giving managing underwriter should reasonably determine that the inclusion of such Piggy-Back Notice by Registrable Securities, would materially adversely affect the offering contemplated in such registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holder, then (x) the number of Registrable Securities of the Holder included in such registration statement shall be reduced, if the Company to after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holder shall be included in such registration on statement, if the same terms and conditions Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities as well as the Registrable Securities otherwise being sold in Company, such registration. The Holders reduction shall be entitled to request to include in such Registration Statement not represent a greater fraction of the number of Registrable Securities equal intended to be offered by the product Holder than the fraction of similar reductions imposed on such other persons or entities (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at other than the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering.

Piggy-Back Registration Rights. 10.1 In 4.1 Unless all of the event that Shares underlying this Warrant (collectively, the “Registrable Securities”) are included in an effective registration statement with a current prospectus, the Holder shall have the right, until the Expiration Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company proposes to register any Registrable Securities under the Securities Act (other than in connection with a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, transaction contemplated by Rule 145 promulgated under the Securities ActAct or pursuant to Forms S-8, S-4 or any equivalent forms); provided, however, that if, solely in connection with any primary underwritten public offering for the account of TopCo Parent (the Company, the managing underwriter(s) thereof shall, in its reasonable discretion, impose a limitation on the number of ordinary shares of Registrable Securities which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or the Apollo Funds if other factors dictate such Apollo Funds are direct holders of Common Stock) limitation is necessary to facilitate public distribution, then the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request obligated to include in such Registration Statement a number registration statement only such limited portion of the Registrable Securities equal with respect to which the Holder requested inclusion hereunder as the underwriter shall reasonably permit. In the event of such a proposed registration, the Company shall furnish the then Holder of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the product proposed date of (x) filing of such registration statement. Such notice to the aggregate number of shares of Common Stock owned Holder shall continue to be given for each registration statement filed by the Company until such Holder time as all of the date Registrable Securities have been sold by the Holder. The holder of the PiggyRegistrable Securities shall exercise the “piggy-Back Notice back” rights provided for herein by giving written notice, within seven (or at 7) days of the receipt of the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to file a registration statement. Except as otherwise provided in this Warrant, there shall be no limit on the effective date number of times the Registration Statement filed in connection with such registrationHolder may request registration under this section. For the avoidance of doubt, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration rights provided pursuant to this Section 10.1 at any time prior to section shall expire on the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringExpiration Date.

Piggy-Back Registration Rights. 10.1 In If (but without any obligation to do so) at any time prior to the event that date one (1) year after the Purchaser has fully exercised this Warrant, the Company proposes to register any Registrable Securities of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a Registration Statement registration on Form S-4 or Form S-8X-0, Xxxx X-0 or any successor forms thereto, promulgated under form which does not include substantially the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company same information as would be required to be included in such a registration on statement covering the same terms and conditions as sale of the Registrable Securities otherwise being sold in and a registration statement relating to a PIPE (private investment public equity) or similar transaction), the Company shall, each such time, promptly give the Holder written notice of such registration. The Holders Upon the written request of the Holder given within twenty (20) days after receipt of such written notice from the Company, the Company shall, subject to the provisions of Section 10, cause to be registered under the Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that if the managing underwriter of any underwritten offering by the Company expresses reasonable written objection to the registration of all of the Registrable Securities, then the Registrable Securities which shall be entitled to request to include registered in such Registration Statement a number offering on behalf of holders of Registrable Securities shall be reduced in the proportion equal to the product average proportion of (x) the aggregate number reduction as that of shares of Common Stock owned by all such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed holders seeking registration in connection with such registrationoffering, subject to any rights granted to other holders of securities of the Company determines for any reason not to proceed that are expressly by the terms of their agreements with the proposed registration, Company entitled to have priority registration rights. The inclusion of any of the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Purchaser's Registrable Securities in connection with such registration. A Holder a registration statement filed by the Company and declared effective by the SEC shall be permitted deemed to withdraw all or part be the exercise by such Purchaser of its the piggy-back registration rights granted herein to such Purchaser except as to such Registrable Securities from as were not registered as a registration pursuant to this Section 10.1 at any time prior to result of the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringimmediately preceding sentence.

Piggy-Back Registration Rights. 10.1 In From and after the event that Signing Closing Date and until eighteen (18) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give prompt written notice to Investments and Buyer of its intention to do so and of the registration rights granted under this Agreement. Upon the written request of Investments and/or Buyer made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Investments and/or Buyer and the intended method of disposition thereof), the Company shall, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register Investments and/or Buyer, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by Investments and/or Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register any the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under high percentage of the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Company’s Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all Stock the Registrable Securities specified represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a written request by pro rata basis, the Holders and delivered amount of Registrable Securities subject to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement to a lesser amount which equals the maximum number of Registrable Securities equal that the Company is permitted to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or register in an “at the Company’s optionmarket offering”; and provided, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement further, that are ownedif, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines shall determine for any reason either not to proceed with the proposed registrationregister or to delay registration of such Registrable Securities, the Company may may, at its election election, give written notice of such determination to Investments and/or the Holders and thereupon Buyer and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall be permitted to withdraw delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If Buyer shall have transferred all or part of its Registrable Securities from a registration pursuant to Securities, then for purposes of this Section 10.1 at any time prior to Section, the effectiveness of term “Buyer” shall reference Buyer and/or such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringtransferee(s).

Piggy-Back Registration Rights. 10.1 In If, at any time following the event that Effective Date, the Company Corporation proposes to register any Registrable Securities under the Securities Act (other than make or file a Registration Statement on Form S-4 or Form S-8, Canadian Prospectus for the Distribution for its own account or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent other securityholders exercising demand registration rights granted to such securityholders (other than Henset and its Permitted Assignees) (the “Other Distribution”), in a form and manner that, with appropriate changes, would permit the registration or qualification of Registrable Securities under such Registration Statement or Canadian Prospectus, the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall Corporation will, at that time, promptly give the Holders Henset written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing dateproposed Distribution. Subject to Section 10.2, such Holders shall have Upon the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company of Henset, given within ten fifteen (1015) days Business Days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date receipt of the Piggy-Back Notice (provided that if such proposed Distribution is to be effected as a bought deal or at similar offering, the Company’s optionCorporation shall have provided notice thereof to Henset as promptly as practicable in the circumstances, as in which case Henset shall be required to respond in a manner consistent with the time periods typical for transactions of such nature, and in any event prior to the launch of such bought deal or similar offering), that Henset and/or its Permitted Assignees wishes to include a specified number of the date such Registration Statement is filed) and (y) Registrable Securities in the ratio of (i) Distribution, the number of shares of Common Stock proposed Corporation will cause the Registrable Securities requested to be registered or qualified by Henset and/or its Permitted Assignees to be included in the Distribution (a “Piggy-Back Registration”). Notwithstanding the foregoing, the Corporation shall not be required to include all of the Registrable Securities requested to be qualified by Henset and/or its Permitted Assignees in a Piggy-Back Registration if, in connection with such Registration Statement that are ownedDistribution, directly the Corporation is advised in good faith by its managing underwriter or indirectlyunderwriters to impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, such limitation is necessary to effect an orderly public distribution, in which case the Corporation shall be required to include in such Distribution only such portion of the Registrable Securities as is determined in good faith by such managing underwriter(s) in the following priority: first, the securities offered by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding Corporation for its own account and as of the date of contemplated in the Piggy-Back Notice Notice; second, the Registrable Securities requested to be qualified by Henset and/or its Permitted Assignees under this Section 2.2, the securities offered for the account of another securityholder (or at the Company’s option, as other than Henset and/or its Permitted Assignees) exercising demand rights in respect of the date Other Distribution, and/or the securities requested to be qualified by any other securityholder of the Corporation exercising its “piggy-back” rights, on a pro rata basis (based on the proportionate ownership of Subordinate Voting Shares by Henset and its Permitted Assignees to the ownership of Subordinate Voting Shares by such Registration Statement is filedother securityholders). If at any time after giving written notice of its intention to register any Registrable Securities The Parties shall cooperate in good faith and prior to the effective date of the Registration Statement filed in a timely manner in connection with such registration, any Piggy-Back Registration and related Distribution and the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon procedures in Schedule “A” shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringapply.

Piggy-Back Registration Rights. 10.1 In If (but without any obligation to do so) at any time (a) after (i) the event that Company has sold securities registered under the Securities Act of 1933 or (2) it is required to file periodic reports under Section 12 of the Securities Exchange Act of 1934, and (b) prior to (1) year after the Purchaser has fully exercised or converted this Warrant, the Company proposes to register any Registrable Securities of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a Registration Statement registration on Form S-4 or Form S-8X-0, Xxxx X-0 or any successor forms thereto, promulgated under form which does not include substantially the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company same information as would be required to be included in such a registration on statement covering the same terms and conditions as sale of the Registrable Securities otherwise being sold in and a registration statement relating to a PIPE (private investment public equity) or similar transaction), the Company shall, each such time, promptly give the Holder written notice of such registration. The Holders Upon the written request of the Holder given within twenty (20) days after receipt of such written notice from the Company, the Company shall, subject to the provisions of Section 10, cause to be registered under the Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that if the managing underwriter of any underwritten offering by the Company expresses reasonable written objection to the registration of all of the Registrable Securities, then the Registrable Securities which shall be entitled to request to include registered in such Registration Statement a number offering on behalf of holders of Registrable Securities shall be reduced in the proportion equal to the product average proportion of (x) the aggregate number reduction as that of shares of Common Stock owned by all such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed holders seeking registration in connection with such registrationoffering, subject to any rights granted to other holders of securities of the Company determines for any reason not to proceed that are expressly by the terms of their agreements with the proposed registration, Company entitled to have priority registration rights. The inclusion of any of the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Purchaser's Registrable Securities in connection with such registration. A Holder a registration statement filed by the Company and declared effective by the SEC shall be permitted deemed to withdraw all be the exercise or part conversion by such Purchaser of its the piggy-back registration rights granted herein to such Purchaser except as to such Registrable Securities from as were not registered as a registration pursuant to this Section 10.1 at any time prior to result of the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringimmediately preceding sentence.

Piggy-Back Registration Rights. 10.1 In (a) If during the event that Registration Period (as defined herein) the Company proposes or is required to register any Registrable Securities file with the SEC a registration statement under the Securities Act relating to any shares of Common Stock (other than a Registration Statement registration statement on Form S-4 S-8 or Form S-8, S-4 or any successor forms thereto, promulgated under or any other registration statement that does not permit the Securities Act), for inclusion therein of the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common StockRegistrable Securities) the Company shall give the Holders written notice (the “"Piggy-Back Notice”) Registration Statement"), the Company will each such time give prompt written notice of its intention to effect do so to each Holder. Upon the written request of any Holder given within 10 days after the delivery or mailing of such a registration at least ten (10) days before notice from the anticipated filing date. Subject Company, the Company will use commercially reasonable efforts to Section 10.2, include in such Holders shall have the right (the “Piggy-Back Registration Right”Statement that number of the Securities specified by Holder in such written request (subject to the limitations set forth in this Section 2(a) and in Section 2(b) below) (the "Requested Shares") so as to request permit the public sale of such Requested Shares, provided that if the managing underwriter or underwriters advise the Company use its reasonable best efforts that marketing factors require a limit on the number of shares to cause all be underwritten, the Registrable Securities specified in a written request by the Holders and delivered Company may (subject to the Company within ten (10limitations set forth below) days after exclude all Requested Shares from, or limit the giving number of such Requested Shares to be included in, the Piggy-Back Notice by Registration Statement and underwriting. In such event, the Company shall so advise each requesting Holder, and the number of Requested Shares and other shares ("Other Shares") requested to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (Registration Statement and underwriting by other persons or at the Company’s option, as entities that are then stockholders of the date such Registration Statement is filed) Company ("Other Holders"), after providing for all shares that the Company proposes to offer and (y) sell for its own account, shall be allocated among the ratio Requesting Holders and Other Holders pro rata on the basis of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, Requested Shares then held by the Apollo Funds to requesting Holders, and (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, Other Shares then held by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringOther Holders.

Piggy-Back Registration Rights. 10.1 In If at any time after the event that Initial Exercise Date when there is not an effective registration statement covering all of the Registrable Securities, the Company proposes to register any Registrable Securities file a registration statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8with respect to an offering of equity securities, or any successor forms theretosecurities or other obligations exercisable or exchangeable for, promulgated under or convertible into, equity securities, by the Securities Act), Company for its own account or for the account of TopCo Parent stockholders of the Company (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) by the Company shall and by stockholders of the Company pursuant to Section 5.1), other than a registration statement: (i) on Form S-8 or S-4, (ii) offering of securities solely to the Company's existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall: (x) give written notice of such proposed filing to the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date. Subject , which notice shall describe the amount and type of securities to Section 10.2be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days following receipt of such notice (a "PIGGY-BACK REGISTRATION"). The Company shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the such Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities otherwise being sold in such registrationaccordance with the intended method(s) of distribution thereof. The Holders shall be entitled to request to include in such Registration Statement a number All holders of Registrable Securities equal proposing to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the distribute their securities through a Piggy-Back Notice (Registration that involves an Underwriter or at Underwriters shall enter into an underwriting agreement in customary form with the Company’s option, as of the date Underwriter or Underwriters selected for such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringRegistration.

Piggy-Back Registration Rights. 10.1 In (a) If, at any time on or after the event that Closing, the Company proposes to register file any Registrable Securities Registration Statement under the Securities Act (other than a “Registration Statement on Form S-4 or Form S-8Statement”) with respect to any offering of equity securities, or any successor forms theretosecurities or other obligations exercisable or exchangeable for, promulgated under or convertible into, equity securities, by the Securities ActCompany for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) then the Company shall (x) give the Holders written notice (of such proposed filing to the “Piggy-Back Notice”) holders of its intention to effect Securities appearing on the books and records of the Company as such a registration at least holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date. Subject date of the Registration Statement, which notice shall describe the amount and type of securities to Section 10.2be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Securities in such Holders shall have notice the right opportunity to register the sale of such number of Securities as such holders may request in writing within five (the 5) days following receipt of such notice (a “Piggy-Back Registration RightRegistration”) to request that the ). The Company shall use its commercially reasonable best efforts to cause all the Registrable such Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as any similar securities of the date Company and to permit the sale or other disposition of such Securities in accordance with the intended method(s) of distribution thereof. All holders of Securities proposing to distribute their securities through a Piggy-Back Notice (Registration that involves an underwriter or at underwriters shall enter into an underwriting agreement in customary form with the Company’s option, as of the date underwriter or underwriters selected for such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed)Registration. If at any time after giving written notice of its intention to register any Registrable Securities and prior Notwithstanding anything to the effective date of the Registration Statement filed contrary in connection with such registrationthis Section 6.1, the Company determines for any reason shall not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation required to register any Registrable such Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior 6.1 that are eligible for resale pursuant to Rule 144 promulgated under the effectiveness Securities Act or that are the subject of such a then effective Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringStatement.

Piggy-Back Registration Rights. 10.1 In If at any time after the event that date hereof, the Company proposes shall determine to register any Registrable Securities under prepare and file with the Securities Act (other than Commission a Registration Statement relating to an offering for its own account or the account of others of any of its equity securities, other than on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act), for the account or their then equivalents, relating to equity securities to be issued solely in connection with any acquisition of TopCo Parent (any entity or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall give the Holders send a written notice of such determination to each Purchaser and, if within ten calendar days after the date of delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Underlying Shares as the Purchaser requests to be registered so long as such Underlying Shares are proposed to be disposed in the same manner as those securities set forth in the Registration Statement; provided, however, if the offering is an underwritten offering and was initiated by the Company or at the request of a shareholder, and if the managing underwriters advise the Company that the inclusion of Underlying Shares requested to be included in the Registration Statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an "Adverse Effect"), then the “Piggy-Back Notice”Company shall be required to include in such Registration Statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (a) first, the securities of its intention the Company and (b) second, the shares, including the Underlying Shares, of all shareholders, on a pro rata basis, requesting registration and whose shares the Company is obligated by contract to effect such a registration at least ten (10) days before include in the anticipated filing date. Subject Registration Statement; provided, further, however, to Section 10.2the extent that all of the Underlying Shares are not included in the initial Registration Statement, such Holders the Purchaser shall have the right (the “Piggy-Back Registration Right”) to request that the Company use inclusion of its reasonable best efforts to cause Underlying Shares in subsequent Registration Statements until all such Underlying Shares have been registered in accordance with the Registrable Securities specified terms hereof. If the offering in which the Underlying Shares is being included in a written request Registration Statement is a firm commitment underwritten offering, unless otherwise agreed by the Holders and delivered Company, the Purchaser shall sell its Underlying Shares in such offering using the same underwriters and, subject to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration provisions hereof, on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of other shares of Common Stock owned that are included in such underwritten offering. The Company shall use its best efforts to cause any Registration Statement to be declared effective by such Holder the Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Underlying Shares subject thereto have been sold. All fees and expenses incident to the performance of or compliance with this Section 4.18 by the Company shall be borne by the Company whether or not any Underlying Shares are sold pursuant to the Registration Statement. The Company shall indemnify and hold harmless the Purchaser, the officers, directors, members, partners, agents, brokers, investment advisors and employees of each of them, each person who controls the Purchaser (within the meaning of Section 15 of the date Securities Act or Section 20 of the Piggy-Back Notice Exchange Act), and the officers, directors, members, shareholders, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (or at including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the Company’s option“Losses”), as incurred, arising out of the date such Registration Statement is filed) and (y) the ratio of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the number Registration Statement, any prospectus included therein or any form of shares prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of Common Stock proposed or relating to any omission or alleged omission of a material fact required to be included stated therein or necessary to make the statements therein (in such Registration Statement that are ownedthe case of any prospectus or form of prospectus or supplement thereto, directly in light of the circumstances under which they were made) not misleading or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly any violation or indirectly, alleged violation by the Apollo Funds that are outstanding as Company of the date of Securities Act, the Piggy-Back Notice (Exchange Act or at the Company’s optionany state securities law, as of the date such Registration Statement is filed). If at or any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed rule or regulation thereunder, in connection with the performance of its obligations under this Section 4.18, except to the extent, but only to the extent, that such registrationuntrue statements or omissions referred to in (i) above are based solely upon information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use therein, or to the extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Underlying Shares and was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto. The rights of the Purchaser under this Section 4.18 shall survive until all have been either registered under a Registration Statement or been sold pursuant to an exemption to the registration requirements of the Securities Act. Notwithstanding anything to the contrary, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration have no obligations pursuant to this Section 10.1 at any 4.18 after such time prior that the Underlying Shares are not subject to the effectiveness of current public information requirement under Rule 144 and that are eligible for resale without volume or manner-of-sale restrictions without current public information pursuant to Rule 144 promulgated by the Commission pursuant to a written opinion letter to such Registration Statement except in an underwritten offering where such Holder has previously committed effect, addressed, delivered and reasonably acceptable to the underwriters that it would participate in such offeringTransfer Agent and the affected Purchasers.

Piggy-Back Registration Rights. 10.1 In Notwithstanding anything to the event contrary herein or in the Transaction Documents (as defined in the Purchase Agreement), including for the avoidance of doubt that certain Registration Rights Agreement, dated February 6, 2013, by and between the Company proposes and the purchasers signatory thereto (the “Registration Rights Agreement”), the Securities (including any shares of Common Stock issuable upon exercise or conversion of the Securities) shall not be entitled to register any Registrable Securities registration rights except for the rights expressly set forth in this Section 3.01. If at any time when there is not an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of Common Stock issuable upon conversion of the Preferred Shares or exercise of the Warrant (the “Registrable Securities”), the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act)) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) then the Company shall give send to the Holders Purchaser written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2determination and if, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving receipt of such Piggy-Back Notice notice, the Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities the Purchaser requests to be registered. The Purchaser shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Purchaser has requested inclusion hereunder as the underwriter shall permit; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Registrable Securities. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback. If an offering in connection with which the Purchaser is entitled to registration under this Section 3.01 is an underwritten offering, then the Purchaser shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of other shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities underwritten offering and prior shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the effective date of Company and the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all underwriter or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringunderwriters.

Piggy-Back Registration Rights. 10.1 In The Company covenants and agrees with Parkxx xxx any subsequent holders of the Warrants and/or Warrant Shares that, in the event that the Company proposes to register any Registrable Securities file a registration statement under the Securities Act prior to December 31, 2000 with respect to the firm commitment offering of Common Stock (other than in connection with an exchange offer or a Registration Statement registration statement on Form S-4 or Form S-8, S-8 or any successor forms thereto, promulgated under the Securities Actother similar registration statements not available to register securities so requested to be included), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall in each case give the Holders written notice of such proposed filing to (i) the “Piggy-Back Notice”holders of the Warrant Shares and (ii) if on or before the Expiration Date, the Warrant Holders, in each case at least 30 days before the earlier of its intention to effect such a the anticipated or the actual effective date of the registration statement and at least ten (10) days before the anticipated initial filing date. Subject of such registration statement and such notice shall offer to such Warrant Holders the opportunity to include in such registration statement such number of Warrants and/or Warrant Shares (and any securities received by the Warrant Holders pursuant to Section 10.2, such Holders shall have the right 12 hereof) (the “"Piggy-Back Registration Right”back Securities", and together with the securities referred to in Section 16(a) to request that above, the "Registrable Securities") as they may request. Warrant Holders desiring inclusion of Piggy-back Securities in such registration statement shall so inform the Company use its reasonable best efforts to cause all the Registrable Securities specified in a by written request by the Holders and delivered to the Company notice, given within ten (10) 10 days after of the giving of such Piggy-Back Notice notice by the Company in accordance with the provisions of Section 18 hereof. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the holders of Piggy-back Securities requested to be included in the registration to include such registration securities in the proposed offering on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled applicable to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as securities of the date Company. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that, in its opinion, the distribution of securities by holders thereof, including all or a portion of the Piggy-Back Notice (or at the Company’s optionback Securities, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed requested to be included in such Registration Statement that are owned, directly or indirectly, the registration concurrently with the securities being registered by the Apollo Funds to (ii) Company would materially adversely affect the aggregate number distribution of shares of Common Stock owned, directly or indirectly, such securities by the Apollo Funds that are outstanding as Company for its own account, then the holders of the date such Warrants and/or Warrant Shares shall delay their offering and sale of the Piggy-Back Notice back Securities (or at the Company’s optionportions thereof so designated by such managing underwriter) for such period, not to exceed 90 days, as the managing underwriter shall request, provided that if any other securities are included in such registration statement for the account of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, person other than the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering.the

Piggy-Back Registration Rights. 10.1 In If at any time on or before the event that fifth (5th) anniversary of the Company proposes execution and delivery of this Agreement (the "Expiration Date") Eurotech shall file a registration statement on Form S-1 or any form substituted therefore, with respect to register any Registrable Securities shares of its Common Stock under the Securities Act (other than Act, or files a Registration Statement post-effective amendment to any registration statement on Form S-4 or Form S-8, S-1 or any successor forms theretoform substituted therefore, promulgated under which post-effective amendment contains a prospectus complying with Section 10(a) of the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall Eurotech will give the Holders written to Kurchatov timely notice (the “Piggy-Back Notice”) of its intention to effect file such a registration at least ten (10) days before statement or post-effective amendment, as the anticipated filing date. Subject to Section 10.2case may be, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in and promptly after receipt of a written request made by the Holders and delivered to the Company Kurchatov within ten fifteen (1015) days after the giving of such Piggy-Back Notice notice, Eurotech will register under the Act all Eurotech Shares held by Kurchatov and covered by any such request, and will maintain the Company to be prospectus included in such any registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall statement which may be entitled to request to include in such Registration Statement so filed current for a number period of Registrable Securities equal to the product of ninety (x90) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior days subsequent to the effective date of such registration statement; provided, however, that Eurotech's obligations to register shares of Common Stock and to maintain prospectuses hereunder shall be subject to the Registration Statement filed approval of any underwriters engaged by Eurotech in connection with any such registration, which approval by any such underwriters may be unreasonably withheld, in such underwriters' absolute discretion. The obligations of Eurotech under this Section 5.1 shall be fully satisfied upon the effective date of the first such registration statement or post-effective amendment to which this Section 5.1 is applicable, and notwithstanding a delay in Kurchatov's ability to sell such shares by reason of applicable securities regulations; provided, however, that in the event of any such delay, Kurchatov shall be entitled to offer such shares for sale within a reasonable time not exceeding nine (9) months after the said effective date; and provided, further, in the event any underwriters engaged by Eurotech in connection with such registrationregistration statement or post-effective amendment withhold approval pursuant to the preceding sentence of this Section 5.1, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice obligations of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to Eurotech under this Section 10.1 at any time prior to the effectiveness of such Registration Statement except 5.1 shall continue in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringfull force and effect.

Piggy-Back Registration Rights. 10.1 In From and after September [•], 2010 (the event that first anniversary of the closing of the IPO), until the termination of the Management Agreement, if the Company proposes to register any Registrable Securities file a Registration Statement under the Securities Act with respect to an offering of equity securities by the Company for its own account or for any of the other security holders of the Company for their account (other than a Demand Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under (in which case the Securities Actability of a Holder to participate in such Demand Registration Statement shall be governed by Section 2.1(a) hereof)), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) then the Company shall (a) give the Holders written notice (the “Piggy-Back Notice”) of its intention such proposed filing and/or offering to effect such a registration at least all Holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before Business Days prior to the anticipated filing date. Subject to Section 10.2date of the registration statement, such Holders which notice shall have describe the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders amount and delivered to the Company within ten (10) days after the giving type of such Piggy-Back Notice by the Company securities to be included in such registration on offering, the same terms intended method(s) of distribution, and conditions as the name of the proposed managing underwriter(s), if any, of the offering, and (b) offer to the Holders of Registrable Securities otherwise being sold in such registration. The Holders shall be entitled notice the opportunity to request to include in register the sale of such Registration Statement a number of Registrable Securities equal to the product as such Holders may request in writing within five (5) Business Days following receipt of such notice (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the a “Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filedRegistration”). If at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines shall determine for any reason not to proceed with the proposed registrationregister or to delay registration of such securities, the Company may may, at its election election, give written notice of such determination to each Holder of Registrable Securities and, (x) in the Holders and thereupon case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder , and (y) in the case of a determination to delay registering, shall be permitted to withdraw all or part of its delay registering any Registrable Securities from for the same period as the delay in registering such other securities. The Company shall cause all of the Registrable Securities requested to be included in a non-underwritten registration pursuant in such registration, and shall use its reasonable best efforts to this Section 10.1 at cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any time prior similar securities of the Company included therein and to permit the effectiveness sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration Statement except that involves an underwriter(s) shall (i) enter into an underwriting agreement in an underwritten offering where reasonable and customary form with the underwriter(s) selected by the Company for such Holder has previously committed to Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the underwriters that it would participate in terms of such offeringunderwriting agreement.

Piggy-Back Registration Rights. 10.1 In If, at any time on or after the event that date of this Agreement, (i) the Company proposes to register any Registrable Securities file a registration statement under the Securities Act with respect to an offering of equity securities by the Company for its own account (other than (a) a shelf registration statement relating to primary offerings by the Company, (b) a registration statement in connection with any employee share option or other benefit plan, (c) a registration statement for an exchange offer or offering of securities solely to the Company’s existing shareholders, (d) a registration statement for an offering of debt that is convertible into equity securities of the Company or (e) a registration statement for a dividend reinvestment plan) or for any of the other security holders of the Company for their account (other than a Shelf Registration Statement on Form S-4 or Form S-8, a Non-Shelf Demand Registration Statement) or any successor forms thereto, promulgated under (ii) equity securities of the Securities Act), Company are to be sold in an underwritten offering (whether or not for the account of TopCo Parent the Company) (or the Apollo Funds if such Apollo Funds are direct holders of Common Stockother than pursuant a Non-Shelf Demand Registration Statement) pursuant to an Automatic Shelf Registration Statement, then the Company shall give the Holders (i) unless a Holder has provided written notice (to the “Piggy-Back Notice”) Company that it does not want to receive such information, give prompt written notice of its intention such proposed filing and/or underwritten offering to effect such a registration at least all Holders as soon as practicable but in no event less than ten (10) days before Business Days prior to the anticipated filing date. Subject to Section 10.2date of the Registration Statement or anticipated date of pricing of such underwritten offering, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered which notice shall, subject to the Company within ten (10) days after Holder agreeing in writing to keep such information confidential, describe the giving amount and type of such Piggy-Back Notice by the Company securities to be included in such registration on offering, the same terms intended method(s) of distribution, and conditions as the Registrable Securities otherwise being sold name of the proposed managing underwriter(s) or Agent, if any, of the offering, and (ii) offer to the Holders in such registration. The Holders shall be entitled notice the opportunity to request to register the sale of or include in such Registration Statement a offering, as applicable, such number of Registrable Securities equal to the product as such Holders may request in writing within five (5) Business Days following receipt of such notice (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the a “Piggy-Back Notice (or at Registration”). All such Holders proposing to distribute their Registrable Securities through an underwritten offering under this Section 7 shall enter into an underwriting agreement in customary form with the Company’s option, as of the date underwriter selected for such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed)underwritten offering. If at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggy-Back Registration or prior to the pricing of any such underwritten offering, the Company determines shall determine for any reason not to proceed with the proposed registrationregister or to delay registration of such securities or to discontinue such underwritten offering, as applicable, the Company may may, at its election election, give written notice of such determination to each Holder and, (x) in the Holders and thereupon case of a determination not to register or to discontinue such offering, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all registration or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in undertake such offering., as

Piggy-Back Registration Rights. 10.1 In (a) If the event that the Company Corporation is formally considering completing a Public Offering for its own account or if a security holder proposes to register any Registrable Securities under complete a Public Offering through a secondary offering by way of the Securities Act exercise of registration rights granted to such shareholder by the Corporation (other than a including with respect to the exercise of the Demand Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under rights by the Securities ActRequesting Investor(s) pursuant to Section 6.1), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall Corporation shall, at that time, promptly give the Holders Investor(s) written notice of such proposed Public Offering (the “Piggy-Back Notice”), which notice shall include all material terms of the proposed distribution, including the proposed pricing, if available, and whether the distribution is to be effected as a “bought deal” (it being understood that the Corporation shall not be required to provide a Piggy-Back Notice to Investors who are Requesting Investor(s) with respect to such Public Offering). Upon the written request of its intention the Investor(s) who are not Requesting Investors with respect to effect a Public Offering (each a “Piggy-Back Investor”) received by the Corporation within the five (5) Business Days following the delivery of the Piggy-Back Notice, and provided that at the time it receives the Piggy-Back Notice the Investor’s Percentage of such a registration at least Piggy-Back Investor is not less than ten percent (10) days before %), the anticipated filing date. Subject Corporation and any Requesting Investor shall use reasonable commercial efforts to Section 10.2cause, in conjunction with the proposed Public Offering, to be included in such Holders shall have the right Public Offering such number of Equity Securities (the “Piggy-Back Registration RightSecurities”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company Investor(s) have requested to be included in such registration on Public Offering pursuant to applicable Securities Laws, reduced, as required, in accordance with Sections 6.1(g) or 6.2(b) (as applicable) (the same terms “Piggy-Back Registration”) and conditions as the Registrable Securities otherwise being sold procedures in such registrationSchedule A will apply. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal Notwithstanding any provision hereof to the product contrary, if the Public Offering is carried out as a “bought deal”, or any other type of Public Offering which does not include a road show, and the Corporation has formally begun to consider a possible Public Offering fewer than five (x5) Business Days before conducting such Public Offering, the aggregate number of shares of Common Stock owned by such Holder as of the date five (5) Business Days period following receipt of the Piggy-Back Notice (or at described in this Section 6.2(a) shall not apply and the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Corporation shall give prospective Piggy-Back Notice Investor(s) as much notice as possible under the circumstances, considering the promptness with which “bought deals” (or such other Public Offerings) are currently carried out according to Securities Laws and usual market practice, and the prospective Piggy-Back Investor(s) shall only have such amount of time (which, at a minimum, will be twenty-four (24) hours) to notify the Company’s optionCorporation whether or not it will participate in the “bought deal” or such other Public Offering, as of failing which the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon Corporation shall be relieved of its obligation free to register any Registrable Securities in connection with conduct the “bought deal” or such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to other Public Offering without the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringprospective Piggy-Back Investor(s) participation.

Piggy-Back Registration Rights. 10.1 In If there is no Registration Statement covering the event that Registrable Securities in effect as of the Company Effectiveness Deadline, or if an effective Registration Statement covering the Registrable Securities fails to remain effective any time after the Effectiveness Deadline, then, if the Company, at any time subject to the last sentence of this Sction 10.3, proposes to register any Registrable Securities of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a Registration Statement registration on Form S-4 or Form S-8S-0, Xxxx X-0 or any successor forms thereto, promulgated under form which does not include substantially the Securities Actsame information as would be required to be included in a registration statement covering the sale of the Registrable Securities), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall shall, each such time, promptly give the Holders each Purchaser written notice of such registration (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before ). Upon the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company of any Purchaser, given within ten twenty (1020) days after the giving such Purchaser’s receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of this section, include in a registration statement filed with the Commission under the Securities Act all of the Registrable Securities that the Purchaser has requested to be registered; provided, however, that if the managing underwriter of the subject proposed offering objects in writing to the inclusion of any Registrable Securities in the subject registration statement on the grounds that in its opinion such inclusion would materially adversely affect the distribution of all such securities or the price per share paid in such offering, the Company (subject to any other obligations existing on the date hereof to include shares) shall include in such registration the number of shares proposed to be registered by the Company to be included and the Purchasers before including any other securities in the registration and, if additional reduction in the number of securities being registered is necessary, the Company shall include in such registration first, all shares proposed to be registered by the Company and second, a pro rata portion of such shares of the Purchaser based on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned originally proposed to be registered by each such Holder as of Purchaser. The rights granted pursuant to this Section 10.3 shall terminate upon the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio earliest of (i) the number sale of shares of Common Stock proposed all Registrable Shares pursuant to be included in such a Registration Statement that are ownedStatement, directly or indirectly, by the Apollo Funds to (ii) the aggregate number sale of shares of Common Stock ownedall Registrable Shares pursuant to Rule 144, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any iii) when all Registrable Securities and prior are eligible to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration sold pursuant to this Section 10.1 at Rule 144 without any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringvolume limitations.

Piggy-Back Registration Rights. 10.1 In (a) To the event that extent a Holder’s Registrable Securities have not been registered pursuant to Section 2.1(a), if (i) the Company proposes to register any Registrable Securities file a Registration Statement under the Securities Act with respect to an offering of equity securities by the Company for its own account (other than a Shelf Registration Statement on Form S-4 relating to primary offerings by the Company) or Form S-8, for any of the other security holders of the Company for their account (other than pursuant to Section 2.1) or any successor forms thereto, promulgated under (ii) equity securities of the Securities Act), Company are to be sold in an underwritten offering (whether or not for the account of TopCo Parent the Company) (other than pursuant to Section 2.1) pursuant to an Automatic Shelf Registration Statement or a Registration Statement covering the Apollo Funds if such Apollo Funds are direct holders of Common Stock) Registrable Securities, then the Company shall (i) give the Holders prompt written notice (the “Piggy-Back Notice”) of its intention such proposed filing and/or offering to effect all Holders if an Automatic Shelf Registration Statement is used in such a registration at least ten (10) days before offering or, if an Automatic Shelf Registration Statement is not used, those Holders with Registrable Securities included in such Registration Statement, as soon as practicable but in no event less than 10 Business Days prior to the anticipated filing date. Subject to Section 10.2date of the Registration Statement or anticipated date of pricing of such underwritten offering, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered which notice shall, subject to the Company within ten (10) days after Holder agreeing in writing to keep such information confidential, describe the giving amount and type of such Piggy-Back Notice by the Company securities to be included in such registration on offering, the same terms intended method(s) of distribution, and conditions as the Registrable Securities otherwise being sold name of the proposed managing underwriter(s) or Agent, if any, of the offering, and (ii) offer to the Holders in such registration. The Holders shall be entitled notice the opportunity to request to register the sale of or include in such Registration Statement a offering, as applicable, such number of Registrable Securities equal to the product as such Holders may request in writing within five Business Days following receipt of such notice (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the a “Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filedRegistration”). If at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggy-Back Registration or prior to the pricing of any such underwritten offering, the Company determines shall determine for any reason not to proceed with the proposed registrationregister or to delay registration of such securities or to discontinue such underwritten offering, as applicable, the Company may may, at its election election, give written notice of such determination to each Holder and, (x) in the Holders and thereupon case of a determination not to register or to discontinue such offering, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder registration or undertake such offering, as applicable, and (y) in the case of a determination to delay registering, shall be permitted to withdraw all or part of its delay registering any Registrable Securities from for the same period as the delay in registering such other securities. The Company shall cause all of the Registrable Securities requested to be included in a non-underwritten registration pursuant to this Section 10.1 at be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering (or Agent with respect to an agented offering) to permit the inclusion of the Registrable Securities requested in such underwritten or agented offering to be so included on the same terms and conditions as any time prior similar securities of the Company included therein and shall use commercially reasonable efforts to cause the managing underwriter(s) to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Holders proposing to distribute their Registrable Securities through a Piggy-Back Registration that involves an underwriter(s) or Agent shall (i) in connection with such distribution enter into an underwriting or agency agreement, as applicable, in reasonable and customary form with the underwriter(s) or Agent selected by the Company or the Person exercising demand registration rights, as applicable, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement or agency agreement, as applicable; provided, that any such indemnities, contribution or expense reimbursement obligations shall not be more onerous to the effectiveness Holders than those set forth under Section 4 and Section 5 of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringthis Agreement.

Piggy-Back Registration Rights. 10.1 In the event that If at any time the Company proposes shall determine to register any Registrable Securities prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act (of any of its equity securities, other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act)) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) then the Company shall give send to the Holders Investor, provided it owns Registrable Securities and is not then eligible to sell all of its Registrable Securities under Rule 144 in a three-month period, written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2determination and if, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving receipt of such Piggy-Back Notice notice, the Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities the Investor requests to be registered. The Investor shall comply with any request to furnish the Company a completed selling stockholder questionnaire in customary form and acknowledges that it shall not be entitled to the inclusion of its Registrable Securities unless it has returned such questionnaire to the Company. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which the Investor has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such Registration Statement or are not contractually entitled to pro rata inclusion with the Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Investor and the holders of other securities having the contractual right to inclusion of their securities in such Registration Statement, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by the Investor and such other holders. Notwithstanding the foregoing sentence, in the case of an underwritten offering by the Company for its own account, no securities proposed to be included by the Company in such underwritten offering shall be cutback and, after taking into account all of the securities proposed to be included by the Company in such underwritten offering, the remaining securities shall be allocated among the Registrable Securities and the other securities requested to be included therein in accordance with the proviso of the immediately preceding sentence. If an offering in connection with which the Investor is entitled to registration under this Section 6.1 is an underwritten offering, then the Investor shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities in an underwritten offering using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of other shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities underwritten offering and prior shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the effective date of Company and the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all underwriter or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringunderwriters.

Piggy-Back Registration Rights. 10.1 In (a) If the event that Company, at any time on or before the Company fourth anniversary of the Base Date, proposes to register any Registrable Securities of its securities under the Securities Act (other than in connection with a Registration Statement registration on Form S-4 S-8 or Form S-8, comparable forms used by foreign private issuers or any successor forms theretoforms) whether through a post-effective amendment or new registration statement, promulgated under the Securities Act), and for its own account or for the account of TopCo Parent (any holder or the Apollo Funds if such Apollo Funds are direct holders of Common Stockits shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall each such time give prompt (but not less than thirty (30) business days prior to the Holders anticipated filing thereof) written notice (to the “Piggy-Back Notice”) holders of Registrable Securities of its intention to effect do so. Upon the written request of any such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the holder of Registrable Securities specified in a written request by the Holders and delivered to the Company made within ten twenty (1020) days after the giving receipt of any such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as notice (which request shall specify the Registrable Securities otherwise being sold intended to be disposed of by such holder), except as set forth in such registration. The Holders shall be entitled Section 8.3(b), the Company will use its best efforts to request to include in such Registration Statement a number effect the registration under the Securities Act of all of the Registrable Securities equal which the Company has been so requested to register by such holder, to the product of (x) extent requisite to permit the aggregate number of shares of Common Stock owned by such Holder as disposition of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed Registrable Securities so to be included in such Registration Statement that are owned, directly or indirectlyregistered, by inclusion of such Registrable Securities in the Apollo Funds registration statement which covers the securities which the Company proposes to (ii) the aggregate number of shares of Common Stock ownedregister; provided, directly or indirectlyhowever, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s optionif, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company determines shall determine for any reason in its sole discretion either to not register, to proceed with the proposed registrationdelay or to withdraw registration of such securities, the Company may may, at its election election, give written notice of such determination to such holder and, thereupon, (i) in the Holders and thereupon case of a determination not to register, 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 in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2, (ii) in the case of a determination to delay registration. A Holder , shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw all or part registration, without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2. No registration effected under this Section 8.3 shall relieve the Company of its obligation to effect any registration upon request under Section 8.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 8.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering8.3.

Piggy-Back Registration Rights. 10.1 In If, at any time following the event that Effective Date, the Company proposes to register any Registrable Securities under the Securities Act (other than make or file a Registration Statement on Form S-4 or Form S-8, Canadian Prospectus for the Distribution for its own account or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent other securityholders exercising demand registration rights granted to such securityholders (other than Ascent and its Permitted Assignees) (the “Other Distribution”), in a form and manner that, with appropriate changes, would permit the registration or the Apollo Funds if qualification of Registrable Securities under such Apollo Funds are direct holders of Common Stock) Registration Statement or Canadian Prospectus, the Company shall will, at that time, promptly give the Holders Ascent written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing dateproposed Distribution. Subject to Section 10.2, such Holders shall have Upon the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company of Ascent, given within ten fifteen (1015) days Business Days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date receipt of the Piggy-Back Notice (provided that if such proposed Distribution is to be effected as a bought deal or at similar offering, the Company’s optionCompany shall have provided notice thereof to Ascent as promptly as practicable in the circumstances, as in which case Ascent shall be required to respond in a manner consistent with the time periods typical for transactions of such nature, and in any event prior to the launch of such bought deal or similar offering), that Ascent and/or its Permitted Assignees wishes to include a specified number of the date such Registration Statement is filed) and (y) Registrable Securities in the ratio of (i) Distribution, the number of shares of Common Stock proposed Company will cause the Registrable Securities requested to be registered or qualified by Ascent and/or its Permitted Assignees to be included in the Distribution (a “Piggy-Back Registration”). Notwithstanding the foregoing, the Company shall not be required to include all of the Registrable Securities requested to be qualified by Ascent and/or its Permitted Assignees in a Piggy-Back Registration if, in connection with such Registration Statement that are ownedDistribution, directly the Company is advised in good faith by its managing underwriter or indirectlyunderwriters to impose a limitation on the number or kind of securities which may be included in any such Distribution because, in its reasonable judgment, such limitation is necessary to effect an orderly public distribution, in which case the Company shall be required to include in such Distribution only such portion of the Registrable Securities as is determined in good faith by such managing underwriter(s) in the following priority: first, the securities offered by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding Company for its own account and as of the date of contemplated in the Piggy-Back Notice Notice; second, the Registrable Securities requested to be qualified by Ascent and/or its Permitted Assignees under this Section 2.2, the securities offered for the account of another securityholder (or at the Company’s option, as other than Ascent and/or its Permitted Assignees) exercising demand rights in respect of the date Other Distribution, and/or the securities requested to be qualified by any other securityholder of the Company exercising its “piggy-back” rights, on a pro rata basis (based on the proportionate ownership of Common Shares by Ascent and its Permitted Assignees to the ownership of Common Shares by such Registration Statement is filedother securityholders). If at any time after giving written notice of its intention to register any Registrable Securities The Parties shall cooperate in good faith and prior to the effective date of the Registration Statement filed in a timely manner in connection with such registration, any Piggy-Back Registration and related Distribution and the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon procedures in Schedule “A” shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringapply.

Piggy-Back Registration Rights. 10.1 In the event that If (but without any obligation to do so) the Company at any time during the two year period commencing ___________, ____ proposes to register (including for this purpose a registration effected by the Company for security holders other than the Holder) any Registrable Securities of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a Registration Statement registration on Form S-4 or Form S-8X-0, Xxxx X-0 or any successor forms thereto, promulgated under form which does not include substantially the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, each such registration on time, promptly give the same terms and conditions as Holder written notice of such registration. Upon the written request of the Holder given within twenty (20) days after receipt of such written notice from the Company, the Company shall, subject to the provisions of this Section 8, cause to be registered under the Securities Act all of the Registrable Securities otherwise being sold that the Holder has requested to be registered; provided, however, that the Company shall have not such obligation if, in such registration. The Holders shall the good faith judgment of the Company's Board of Directors, it would be entitled seriously detrimental to request the Company and its security holders to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities in the subject registration statement or offering or if the managing underwriter of the subject proposed offering objects in writing addressed to the Company to the inclusion of any Registrable Securities in the subject registration statement or offering; and prior provided further, however, that the Registrable Securities shall be subject to restrictions on transfer for 90 days after the effective date of the Registration Statement filed in connection with such registration, subject registration statement. The inclusion of any of the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Holder's Registrable Securities in connection with such registration. A Holder a registration statement filed by the Company and declared effective by the Securities and Exchange Commission ("SEC") shall be permitted deemed to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to be the effectiveness of such Registration Statement except in an underwritten offering where exercise by such Holder has previously committed of the piggy-back registration rights granted herein to the underwriters that it would participate in such offeringHolder.

Piggy-Back Registration Rights. 10.1 In If at any time after the event that date hereof, the Company proposes shall determine to register any Registrable Securities under prepare and file with the Securities Act (other than Commission a Registration Statement relating to an offering for its own account or the account of others of any of its equity securities, other than on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act), for the account or their then equivalents, relating to equity securities to be issued solely in connection with any acquisition of TopCo Parent (any entity or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall give the Holders send a written notice of such determination to each Purchaser and, if within ten calendar days after the date of delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Underlying Shares as the Purchaser requests to be registered so long as such Underlying Shares are proposed to be disposed in the same manner as those securities set forth in the Registration Statement; provided, however, if the offering is an underwritten offering and was initiated by the Company or at the request of a shareholder, and if the managing underwriters advise the Company that the inclusion of Underlying Shares requested to be included in the Registration Statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an "Adverse Effect"), then the “Piggy-Back Notice”Company shall be required to include in such Registration Statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (a) first, the securities of its intention the Company and (b) second, the shares, including the Underlying Shares, of all shareholders, on a pro rata basis, requesting registration and whose shares the Company is obligated by contract to effect such a registration at least ten (10) days before include in the anticipated filing date. Subject Registration Statement; provided, further, however, to Section 10.2the extent that all of the Underlying Shares are not included in the initial Registration Statement, such Holders the Purchaser shall have the right (the “Piggy-Back Registration Right”) to request that the Company use inclusion of its reasonable best efforts to cause Underlying Shares in subsequent Registration Statements until all such Shares have been registered in accordance with the Registrable Securities specified terms hereof and all such Underlying Shares have been registered in accordance with the terms thereof. If the offering in which the Underlying Shares is being included in a written request Registration Statement is a firm commitment underwritten offering, unless otherwise agreed by the Holders and delivered Company, the Purchaser shall sell its Underlying Shares in such offering using the same underwriters and, subject to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration provisions hereof, on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of other shares of Common Stock owned that are included in such underwritten offering. The Company shall use its best efforts to cause any Registration Statement to be declared effective by such Holder the Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Underlying Shares subject thereto have been sold. All fees and expenses incident to the performance of or compliance with this Section 4.17 by the Company shall be borne by the Company whether or not any Underlying Shares are sold pursuant to the Registration Statement. The Company shall indemnify and hold harmless the Purchaser, the officers, directors, members, partners, agents, brokers, investment advisors and employees of each of them, each person who controls the Purchaser (within the meaning of Section 15 of the date Securities Act or Section 20 of the Piggy-Back Notice Exchange Act), and the officers, directors, members, shareholders, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (or at including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the Company’s option“Losses”), as incurred, arising out of the date such Registration Statement is filed) and (y) the ratio of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the number Registration Statement, any prospectus included therein or any form of shares prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of Common Stock proposed or relating to any omission or alleged omission of a material fact required to be included stated therein or necessary to make the statements therein (in such Registration Statement that are ownedthe case of any prospectus or form of prospectus or supplement thereto, directly in light of the circumstances under which they were made) not misleading or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly any violation or indirectly, alleged violation by the Apollo Funds that are outstanding as Company of the date of Securities Act, the Piggy-Back Notice (Exchange Act or at the Company’s optionany state securities law, as of the date such Registration Statement is filed). If at or any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed rule or regulation thereunder, in connection with the performance of its obligations under this Section 4.17, except to the extent, but only to the extent, that such registration, untrue statements or omissions referred to in (i) above are based solely upon information regarding the Purchaser furnished in writing to the Company determines by the Purchaser expressly for any reason not to proceed with the proposed registrationuse therein, the Company may at its election give written notice of such determination or to the Holders extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Underlying Shares and thereupon was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto. The rights of the Purchaser under this Section 4.17 shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw survive until all Underlying Shares have been either registered under a Registration Statement or part of its Registrable Securities from a registration been sold pursuant to this Section 10.1 at any time prior an exemption to the effectiveness registration requirements of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringSecurities Act.

Piggy-Back Registration Rights. 10.1 In (a) If at any time during the event that period commencing on the Closing Date (as defined in the Agreement) and ending on the earliest to occur of the following: (i) all Registrable Securities covered by a Registration Statement have been sold under such Registration Statement, or (ii) a subsequent Registration Statement covering all of the Registrable Securities has been declared effective under the Securities Act, or (iii) the Holder no longer holds any Registrable Securities or (iv) all Registrable Securities held by the Holder may be sold in compliance with Rule 144, the Company proposes to register any Registrable Securities of its securities under the Securities Act on any form for the registration of securities under the Securities Act, whether or not for its own account (other than by a Registration Statement registration statement on Form S-4 or Form S-8, S-8 or any successor forms thereto, promulgated under other form which does not include substantially the Securities Actsame information as would be required in a form for the general registration of securities or would not be available for the Registrable Securities) (a "Piggy Back Registration"), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company it shall as expeditiously as possible give the Holders written notice (to the “Piggy-Back Notice”) Holder of its intention to effect such a registration at least ten do so and of the Holder's rights under Sections 2 through 4. (10) days before the anticipated filing date. Subject Such rights are referred to Section 10.2, such Holders shall have the right (the “Piggy-hereinafter as "Piggy Back Registration Right”Rights.") Upon the written request of the Holder made within five (5) business days after receipt of any such notice (which request shall specify the Registrable Securities intended to request that be disposed of by the Holder), the Company shall use its reasonable best efforts to cause (i) include in the Registration Statement (and in any underwriting relating thereto) all of the Registrable Securities specified in a written request by the Holders and delivered with respect to which the Company within ten has received such request and (10ii) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in have such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, declared effective by the Apollo Funds Commission and maintain the effectiveness thereof for the period necessary for the Holder to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with effect the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities sale or other disposition (but in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from no event for a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringperiod greater than 90 days).

Piggy-Back Registration Rights. 10.1 In (a) If at any time the event that Initial ------------------------------ Registration Statement is no longer effective the Company Issuer proposes to register any Registrable Securities file a registration statement under the Securities Act with respect to an offering by the Issuer for its own account or for the account of any of its securityholders of any class of its Common Stock in a firmly underwritten public equity offering (other than (i) a Registration Statement registration statement on Form S-4 or Form S-8, S-8 (or any successor forms thereto, promulgated under substitute form that may be adopted by the Securities ActSEC) or (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Issuer's existing securityholders), for then the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company Issuer shall give the Holders written notice of such proposed filing to the Purchaser as soon as practicable (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) but in no event fewer than 30 days before the anticipated filing date), and such notice shall offer Purchaser the opportunity to register such number of Registerable Securities as Purchaser may request in writing within 15 days after receipt of such written notice from the Issuer (which request shall specify the shares intended to be disposed of by Purchaser) (a "Piggy-Back Registration"). Subject The ----------------------- Issuer shall use its best efforts to Section 10.2, keep such Holders shall have the right (the “Piggy-Back Registration Right”continuously effective under the Securities Act until at least the earlier of (A) to request that the Company 90th day after the effective date thereof or (B) the consummation of the distribution by the holders of all of the securities covered thereby. The Issuer shall use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving managing underwriter or underwriters, if any, of such Piggy-Back Notice proposed offering to permit the Registerable Securities requested by the Company Purchaser to be included in such registration a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Registrable Issuer or any other securityholder included therein and to permit the sale or other disposition of such Registerable Securities otherwise being sold in such registrationaccordance with the intended method of distribution thereof. The Holders Purchaser shall be entitled have the right to withdraw its request to include for inclusion of its Registerable Securities in such any Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 7.3 by giving written notice to the Issuer of its request to withdraw. The Issuer may withdraw a Piggy-Back Registration at any time prior to the effectiveness time it becomes effective or the Issuer may elect to delay the registration; provided, however, that the Issuer shall give prompt written notice thereof to -------- ------- Purchaser. No registration effected under this Section 7.3, and no failure to effect a registration under this Section 7.3, shall relieve the Issuer of such Registration Statement except its obligation to effect a registration upon the request of Purchaser pursuant to Section 7.2 hereof, and no failure to effect a registration under this Section 7.3 and to complete the sale of securities registered thereunder in an underwritten offering where such Holder has previously committed to connection therewith shall relieve the underwriters that it would participate in such offeringIssuer of any other obligation under this Agreement.

Piggy-Back Registration Rights. 10.1 In (1) If the event that the Company Corporation proposes to register any Registrable Securities under make an Offering for its own account or if an Initiating Shareholder proposes to make a secondary Offering pursuant to Section 3.1, the Securities Act (other than a Registration Statement on Form S-4 or Form S-8Corporation shall, or any successor forms theretoat that time, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall promptly give the Holders Principal Shareholders written notice of such proposed Offering (the “Piggy-Back Notice”) ). Upon the written request of any Principal Shareholder given within five Business Days after receipt of the Piggy-Back Notice, provided that at the time it receives the Piggy-Back Notice such Principal Shareholder and its intention to effect such a registration Permitted Holders beneficially own or exercise control or direction over at least ten 5% of all issued and outstanding Participating Shares (10) days before the anticipated filing date. Subject “Responding Shareholder”), the Corporation shall use commercially reasonable efforts to, in conjunction with the proposed Offering, cause to Section 10.2be included in such Offering all of the Registrable Securities that such Responding Shareholder has requested to be included in such Offering pursuant to applicable Securities Laws, up to a maximum of 15% of the Participating Shares to be offered in such Holders shall have Offering, prorated, as required, among Responding Shareholders on the right basis of the number of Registrable Securities held by each such Responding Shareholder (the “Piggy-Back Registration RightRegistration”) to request that ), provided that, if the Company use its reasonable best efforts to cause all managing underwriter or underwriters impose a limitation on the Registrable Securities specified in a written request by number of Participating Shares or on the Holders and delivered to the Company within ten (10) days after the giving number or kind of such Piggy-Back Notice by the Company to other securities which may be included in any such registration on Offering because, in its or their reasonable judgment all of the same terms and conditions as Participating Shares that the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request Corporation proposes to include in such Registration Statement Offering may not be sold in an orderly manner within a number price range reasonably acceptable to the Corporation, the Corporation shall be required to include in such Offering the part of the Registrable Securities equal which is determined by such managing underwriters according to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering.following priority:

Piggy-Back Registration Rights. 10.1 In (a) Right to Include Registrable Shares. Subject to Section 3.06, if ----------------------------------- the event that the Company Issuer at any time proposes to register any Registrable Securities of its equity securities under the Securities Act (other than (i) by a Registration Statement registration on Form S-4 or Form S-8X-0, Xxxx X-0 or any successor forms theretoor similar form, promulgated under (ii) pursuant to a registration requested pursuant to Section 3.01, (iii) in connection with a direct acquisition by the Securities ActIssuer of another Person or (iv) pursuant to an employee share purchase plan, dividend reinvestment plan or similar plan of the Issuer), in each case whether or not for the account of TopCo Parent (or the Apollo Funds if sale for its own account, it will at each such Apollo Funds are direct holders of Common Stock) the Company shall time give the Holders prompt written notice (at least 30 days prior to the “Piggy-Back Notice”) anticipated filing date of the registration statement relating to such registration to all Holders of Registrable Shares of its intention to effect do so and of such a registration at least ten (10) days before the anticipated filing dateHolders' rights under this Section 3.02. Subject Any such notice shall offer all such Holders, subject to Section 10.23.06, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request opportunity to include in such Registration Statement a registration such number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by Shares as each such Holder as may request. Upon the written request of any Holder made within 15 days after the date receipt of the Piggy-Back Notice any such notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) which request shall specify the number of shares of Common Stock proposed Registrable Shares intended to be included in disposed of by such Registration Statement that are ownedHolder), directly the Issuer will use its best efforts to effect the registration with the Commission under the Securities Act and any related qualification or indirectlyother compliance of all Registrable Shares which the Issuer has been so requested to register, by to the Apollo Funds extent required to (ii) permit the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as disposition of the date of the Piggy-Back Notice (or at the Company’s optionRegistrable Shares to be so registered; provided that if, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company determines Issuer shall determine for any reason not to proceed with the proposed registrationregister or to delay registration of such securities, the Company may at its election Issuer shall give written notice of such determination to each Holder and, thereupon, (x) in the Holders and thereupon case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holder entitled to do so, to request that such registration be effected as a registration under Section 3.01, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Shares, for the same period as the delay in registering such other securities. Each Holder holding Registrable Shares requesting to be included in such registration may elect, in writing not less than 5 Business Days prior to the effective date of the registration statement filed in connection with such registration. A Holder shall be permitted , not to register such securities in connection with such registration; provided that any such holder may withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 request for inclusion at any time prior to executing the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed underwriting agreement or if none, prior to the underwriters that it would participate registration statement becoming effective. No registration effected under this Section 3.02 shall relieve the Issuer of its obligation to effect any registration upon request under Section 3.01. The Issuer will pay promptly all Registration Expenses in such offeringconnection with each registration of Registrable Shares requested pursuant to this Section 3.02.

Piggy-Back Registration Rights. 10.1 In the event that If at any time or from time to time the Company proposes shall determine to register any Registrable Securities under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under the Securities Act)of its securities, for the account of TopCo Parent (any officer or the Apollo Funds if such Apollo Funds are direct holders director who is a holder of Common Stock, other than: (i) a registration relating solely to employee benefit plans; or (ii) a registration relating solely to a transaction under Rule 145 under the Securities Act of 1933, the Company shall will: (i) give to Holder written notification thereof, including a statement as to whether the Holders written notice offering will involve an underwriting; and (the “Piggy-Back Notice”ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, any shares of its intention Common Stock issued upon conversion of all of part of this Note (referred to effect such a registration at least ten (10in this Section 2.3 as "Registrable Securities") days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request or requests, made by the Holders and delivered to the Company Holder within ten twenty (1020) days after the giving receipt of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at written notice from the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registrationHowever, the Company determines for any reason not shall have the right to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to terminate or withdraw all or part of its Registrable Securities from a registration pursuant to initiated under this Section 10.1 at any time 2.3 prior to the effectiveness of such Registration Statement except in an underwritten offering where such registration whether or not Holder has previously committed elected to include Registrable Securities in such registration. If the registration involves an underwriting, the right of Holder to registration is conditioned upon Xxxxxx's participation in such underwriting and the inclusion of the Registrable Securities in the underwriting to the underwriters extent provided herein. Holder shall (together with the Company and any other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter. Notwithstanding any other provisions of this Section 5, if such underwriter determines that it would participate the marketing factors require a limitation of the number of shares to be underwritten such underwriter may limit the Registrable Securities to be included in such offeringregistration. The Company shall so advise Holder and any other shareholders participating in the underwriting, and the number of shares that may be included shall be allocated amount Holder and the other shareholders in proportion as nearly as practicable, to the respective amounts of securities held by such persons at the time of filing the registration statement. The Company may round the number of shares allocated to Holder or other shareholder to the nearest one hundred (100) shares. If Holder or other shareholder disapproves of the terms of such underwriting, it may elect to withdraw therefrom by written notice to the company and to such underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Piggy-Back Registration Rights. 10.1 In If (but without any obligation to do so) the event that the Company Seller proposes to register any Registrable Securities of its common stock under the Securities Act of 1933, as amended (the "SECURITIES ACT") in connection with the public offering of such securities solely for cash (other than a Registration Statement on Form S-4 or Form S-8registration (i) with respect to an employee benefit plan, or any successor forms thereto, promulgated (ii) solely in connection with a Rule 145 transaction under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company Seller shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration Buyer at least ten (10) days before written notice of such registration prior to filing a registration statement to effect any such registration. Upon the anticipated filing date. Subject to Section 10.2written request of the Buyer given within five (5) days after delivery of such written notice by the Seller, such Holders the Seller shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause to be registered under the Securities Act all of the Option Shares and the Common Shares (as defined in Paragraph 15), the resale of which is not then exempt from the registration requirements of the Securities Act pursuant to Rule 144 of the Securities Act. The Seller shall be obligated to register the Option Shares and the Common Shares pursuant to this Paragraph 5(a) on one occasion only; provided, however, that if the registration statement under this Paragraph 5(a) is on a delayed or continuous basis, the Seller shall not withdraw the registration statement prior to the sale or other disposition of all the Registrable Securities specified in a written request Option Shares and the Common Shares included by the Holders Buyer under such registration statement. If any registration under this Paragraph 5(a) is, in whole or in part, an underwritten public offering of common stock, the number of Option Shares and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company Common Shares to be included in such registration on underwriting may be reduced in whole or in part if and to the same terms and conditions as extent that the Registrable Securities otherwise being sold in such registration. The Holders managing underwriter shall be entitled of the opinion that such inclusion would adversely affect the marketing of the securities to request be sold by the Seller. Notwithstanding the foregoing provisions, the Seller may withdraw any registration statement referred to include in such Registration Statement a number of Registrable Securities equal this Paragraph 5(a) without incurring any liability to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringBuyer.

Piggy-Back Registration Rights. 10.1 In Subject to the event that terms and conditions of the Existing Registration Rights as to any Holder, and to the extent a Holder’s Registrable Securities have not been registered pursuant to Section 2.1(a), from and after [—] [—], 2013 (the first anniversary of the issuance of the Investor Shares), if (i) the Company proposes to register any Registrable Securities file a Registration Statement under the Securities Act with respect to an offering of equity securities by the Company for its own account (other than a Shelf Registration Statement on Form S-4 relating to primary offerings by the Company) or Form S-8, for any of the other security holders of the Company for their account (other than pursuant to Section 2.1) or any successor forms thereto, promulgated under (ii) equity securities of the Securities Act), Company are to be sold in an underwritten offering (whether or not for the account of TopCo Parent the Company) (other than pursuant to Section 2.1) pursuant to an Automatic Shelf Registration Statement or a Registration Statement covering the Apollo Funds if such Apollo Funds are direct holders of Common Stock) Registrable Securities, then the Company shall (i) give the Holders prompt written notice (the “Piggy-Back Notice”) of its intention such proposed filing and/or offering to effect all Holders if an Automatic Shelf Registration Statement is used in such a registration at least offering or, if an Automatic Shelf Registration Statement is not used, those Holders with Registrable Securities included in such Registration Statement, as soon as practicable but in no event less than ten (10) days before Business Days prior to the anticipated filing date. Subject to Section 10.2date of the Registration Statement or anticipated date of pricing of such underwritten offering, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered which notice shall, subject to the Company within ten (10) days after Holder agreeing in writing to keep such information confidential, describe the giving amount and type of such Piggy-Back Notice by the Company securities to be included in such registration on offering, the same terms intended method(s) of distribution, and conditions as the Registrable Securities otherwise being sold name of the proposed managing underwriter(s) or Agent, if any, of the offering, and (ii) offer to the Holders in such registration. The Holders shall be entitled notice the opportunity to request to register the sale of or include in such Registration Statement a offering, as applicable, such number of Registrable Securities equal to the product as such Holders may request in writing within five (5) Business Days following receipt of such notice (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the a “Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filedRegistration”). If at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggy-Back Registration or prior to the pricing of any such underwritten offering, the Company determines shall determine for any reason not to proceed with the proposed registrationregister or to delay registration of such securities or to discontinue such underwritten offering, as applicable, the Company may may, at its election election, give written notice of such determination to each Holder and, (x) in the Holders and thereupon case of a determination not to register or to discontinue such offering, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder registration or undertake such offering, as applicable, and (y) in the case of a determination to delay registering, shall be permitted to withdraw all or part of its delay registering any Registrable Securities from for the same period as the delay in registering such other securities. The Company shall cause all of the Registrable Securities requested to be included in a non-underwritten registration pursuant to this Section 10.1 at be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering (or Agent with respect to an agented offering) to permit the inclusion of the Registrable Securities requested in such underwritten or agented offering to be so included on the same terms and conditions as any time prior similar securities of the Company included therein and shall use commercially reasonable efforts to cause the managing underwriter(s) to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Holders proposing to distribute their Registrable Securities through a Piggy-Back Registration that involves an underwriter(s) or Agent shall (i) in connection with such distribution enter into an underwriting or agency agreement, as applicable, in reasonable and customary form with the underwriter(s) or Agent selected by the Company or the Person exercising demand registration rights, as applicable, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement or agency agreement, as applicable; provided, that any such indemnities, contribution or expense reimbursement obligations shall not be more onerous to the effectiveness Holders than those set forth under Section 4 and Section 5 of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringthis Agreement.

Piggy-Back Registration Rights. 10.1 In the event that If the Company proposes to register any Registrable Securities file a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, S-8 (or any successor forms theretoform)) with respect to any class of equity securities of the Company, promulgated under the Securities Act)whether or not for its own account, for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) then the Company shall give written notice of such proposed filing to the Holders written notice of Warrants as soon as practicable (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days but in no event fewer than 20 Business Days before the anticipated filing date. Subject to Section 10.2), and such notice shall offer such Holders the opportunity to register such number of Warrant Shares as each such Holder may request in writing within 20 days after receipt of such written notice from the Company (which request shall have specify the right Warrant Shares intended to be disposed of by such Selling Holder) (the a “Piggy-Back Registration RightRegistration”) to request that ). Upon the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company of any such Selling Holder made within ten (10) 20 days after the giving receipt of any such Piggy-Back Notice by notice (which request shall specify the Company number of Registrable Securities intended to be included in disposed of by such registration Selling Holder and the intended method of disposition of, which shall be on the same terms and conditions as the securities of the Company or other security holder included in the registration statement), the Company shall, subject to the terms of this Agreement, effect the registration under the Securities Act of all Registrable Securities otherwise being sold which the Company has been so requested to register by the holders thereof, to the extent required to permit the disposition (in such registration. The Holders shall be entitled to request to include in such Registration Statement a number accordance with the intended methods thereof) of the Registrable Securities equal so to be registered, on the product of (x) same terms and conditions as the aggregate number of shares of Common Stock owned by such Holder as securities of the date of the Piggy-Back Notice (Company or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be other security holder included in the registration statement by inclusion of such Registrable Securities in the Registration Statement that are ownedcovers the securities that the Company proposes to register; provided, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If if at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines shall determine for any reason either not to proceed with the proposed registrationregister or to delay registration of such securities, the Company may may, at its election election, give written notice of such determination to each Selling Holder and, thereupon, (i) in the Holders and thereupon case of a determination not to register shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall be permitted to withdraw all or part of its delay registering any Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to Securities, for the effectiveness of same period as the delay in registering such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringother securities.

Piggy-Back Registration Rights. 10.1 In The Company covenants and agrees that if, at any time prior to the event that the Company Registration Rights Expiration Date, it proposes to register file a registration statement with respect to any Registrable Securities class of equity or equity-related securities (other than in connection with an offering to the Company’s employees or in connection with an acquisition, merger or similar transaction) under the Securities Act (other than in a Registration Statement primary registration on Form S-4 or Form S-8behalf of the Company and/or in a secondary registration on behalf of holders of such securities, or any successor forms thereto, promulgated under and the Securities Act), registration form to be used may be used for the account issuance or resale of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders Shares and the shares issuable upon exercise of Common Stock) the Company shall give the Holders written notice Warrants (the “Piggy-Back NoticeRegistrable Securities”) ), the Company will either include the Registrable Securities in such registration statement or give prompt written notice to the Investor of its intention to effect such file a registration at least ten (10) days before the anticipated filing date. Subject statement and will offer to Section 10.2include in such registration statement, such Holders shall have the right (the “Piggy-Back Registration Right”) number of Registrable Securities with respect to request that which the Company use its reasonable best efforts to cause all the Registrable Securities specified in a has received written request by the Holders and delivered to the Company requests for inclusion therein within ten twenty (1020) days after the giving of such Piggy-Back Notice notice by the Company (the “Piggyback Registration Rights”). Investor acknowledges and understands that the Company may file a secondary registration on behalf of certain investors that have provided or will provide financing or other resources to be included the Company, that the inclusion of the Registrable Securities in such registration on is subject to the same prior approval of such investors, and that such investors may not approve the inclusion of the Registrable Securities, in which case, the Piggyback Registration Rights provided in this paragraph will continue pursuant to the terms and conditions as of this paragraph for any subsequent primary or secondary registration. The Investor also agrees that the Company may be limited in its ability to register all of the Registrable Securities otherwise being sold on a single registration statement pursuant to Rule 415 of the Securities Act and consents and agrees to the Company registering less than all of the Registrable Securities in such registrationthe event the Company is precluded from registering all of the Registrable Securities pursuant to Rule 415 (or any other rule or regulation promulgated by the Securities and Exchange Commission). The Holders “Registration Rights Expiration Date” shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product earlier of (xa) the aggregate number of shares of Common Stock owned by such Holder as of one (1) year from the date of this Agreement; and (b) the Piggy-Back Notice (or at date that the Company’s option, as Investor can sell the Registrable Securities without registration under the Securities Act pursuant to Rule 144 of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are ownedSecurities Act. Subscription Agreement OverNear, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering.Inc.

Piggy-Back Registration Rights. 10.1 In (a) At any time a Demand Registration Statement is not in effect with respect to all Registerable Securities and the event that the Company Issuer proposes to register any Registrable Securities file a registration statement under the Securities Act with respect to an offering by the Issuer for its own account or for the account of any of its security holders of any class of its common stock in a firmly underwritten public equity offering (other than (i) a Registration Statement registration statement on Form S-4 or Form S-8, S-8 (or any successor forms thereto, promulgated under substitute form that may be adopted by the Securities ActSEC) or (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Issuer's existing security holders), for then the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company Issuer shall give the Holders written notice of such proposed filing to the Purchaser as soon as practicable (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) but in no event fewer than 30 days before the anticipated filing date), and such notice shall offer Purchaser the opportunity to register such number of Registerable Securities as Purchaser may request in writing within 15 days after receipt of such written notice from the Issuer (which request shall specify the shares intended to be disposed of by Purchaser) (a "Piggy-Back Registration"). Subject The Issuer shall use its best efforts to Section 10.2, keep such Holders shall have the right (the “Piggy-Back Registration Right”continuously effective under the Securities Act until at least the earlier of (A) to request that the Company 90th day after the effective date thereof or (B) the consummation of the distribution by the holders of all of the securities covered thereby. The Issuer shall use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving managing underwriter or underwriters, if any, of such Piggy-Back Notice proposed offering to permit the Registerable Securities requested by the Company Purchaser to be included in such registration a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Registrable Issuer or any other security holder included therein and to permit the sale or other disposition of such Registerable Securities otherwise being sold in such registrationaccordance with the intended method of distribution thereof. The Holders Purchaser shall be entitled have the right to withdraw its request to include for inclusion of its Registerable Securities in such any Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 6.2 by giving written notice to the Issuer of its request to withdraw. The Issuer may withdraw the proposed offering and/or a Piggy-Back Registration at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed time it becomes effective or the Issuer may elect to delay the underwriters that it would participate in such offering.registration; provided, however,

Piggy-Back Registration Rights. 10.1 In From and after the event that Signing Closing Date and until eighteen (18) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give prompt written notice to each Buyer of its intention to do so and of the registration rights granted under this Agreement. Upon the written request of a Buyer made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Buyer and the intended method of disposition thereof), the Company shall, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register each Buyer, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities each Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register any the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under high percentage of the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Company’s Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all Stock the Registrable Securities specified represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a written request by pro rata basis, the Holders and delivered amount of Registrable Securities subject to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement to a lesser amount which equals the maximum number of Registrable Securities equal that the Company is permitted to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or register in an “at the Company’s optionmarket offering”; and provided, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement further, that are ownedif, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines shall determine for any reason either not to proceed with the proposed registrationregister or to delay registration of such Registrable Securities, the Company may may, at its election election, give written notice of such determination to each Buyer and, thereupon, (i) in the Holders and thereupon case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall be permitted to withdraw delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If a Buyer shall have transferred all or part of its Registrable Securities from a registration pursuant to Securities, then for purposes of this Section 10.1 at any time prior to Section, the effectiveness of term “Buyer” shall reference Buyer and/or such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringtransferee(s).

Piggy-Back Registration Rights. 10.1 In If (but without any obligation to do so) at any time prior to the event that date one (1) year after the Purchaser has fully exercised this Warrant, the Company proposes to register any Registrable Securities of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a Registration Statement registration on Form S-4 or Form S-8S-0, Xxxx X-0 or any successor forms thereto, promulgated under form which does not include substantially the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company same information as would be required to be included in such a registration on statement covering the same terms and conditions as sale of the Registrable Securities otherwise being sold in and a registration statement relating to a PIPE (private investment public equity) or similar transaction), the Company shall, each such time, promptly give the Holder written notice of such registration. The Holders Upon the written request of the Holder given within twenty (20) days after receipt of such written notice from the Company, the Company shall, subject to the provisions of Section 11, cause to be registered under the Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that if the managing underwriter of any underwritten offering by the Company expresses reasonable written objection to the registration of all of the Registrable Securities, then the Registrable Securities which shall be entitled to request to include registered in such Registration Statement a number offering on behalf of holders of Registrable Securities shall be reduced in the proportion equal to the product average proportion of (x) the aggregate number reduction as that of shares of Common Stock owned by all such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed holders seeking registration in connection with such registrationoffering, subject to any rights granted to other holders of securities of the Company determines for any reason not to proceed that are expressly by the terms of their agreements with the proposed registration, Company entitled to have priority registration rights. The inclusion of any of the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Purchaser’s Registrable Securities in connection with such registration. A Holder a registration statement filed by the Company and declared effective by the SEC shall be permitted deemed to withdraw all or part be the exercise by such Purchaser of its the piggy-back registration rights granted herein to such Purchaser except as to such Registrable Securities from as were not registered as a registration pursuant to this Section 10.1 at any time prior to result of the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringimmediately preceding sentence.

Piggy-Back Registration Rights. 10.1 (a) Following the initial public offering of the Public Common Stock, in the event the Company intends (x) to file a registration statement under the 1933 Act with respect to an offering of its securities or to publicly offer its securities outside the United States and (y) to offer managing directors of the Company rights to include up to a specified maximum aggregate number of additional shares of Public Common Stock into which they may exchange shares of common stock owned by them in such registration statement or foreign offering, the Company shall provide SBCM with notice of such intention no less than 20 business days prior to such filing or to the commencement of such foreign offering. SBCM is hereby granted rights to participate with the managing directors in such registration statement or foreign offering on a pro rata basis with the managing directors. In the event that SBCM elects to have Public Common Stock registered (or, in the Company proposes to register any Registrable Securities under the Securities Act (other than case of a Registration Statement foreign offering, offered) on Form S-4 or Form S-8its behalf, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent SBCM may have registered (or offered) such percentage of the Apollo Funds if such Apollo Funds are direct holders maximum number of shares of Public Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company Stock to be included in such registration registered (or offered) on behalf of SBCM and the same terms and conditions managing directors as equals the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of percentage obtained by dividing (x) the number of shares of Public Common Stock sought to be registered (or offered) at such time by SBCM on its behalf by (y) the sum of such number of shares and the aggregate number of shares of Public Common Stock owned by such Holder as of the date of the Piggy-Back Notice sought to be registered (or offered) at such time by the Company’s optionmanaging directors on their behalf. In the event SBCM elects to have Public Preferred Stock registered (or offered) on its behalf, as of the date such Registration Statement is filed) and (y) the ratio of (i) SBCM shall specify the number of shares of Public Common Stock proposed it otherwise would have sought to be included in have registered (or offered) on its behalf, and SBCM may have registered (or offered) such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Public Preferred Stock owned, directly or indirectly, by as would have an aggregate initial public offering price (estimated at the Apollo Funds that are outstanding as time of the date initial filing of the Piggy-Back Notice registration statement (or at the Company’s option, as commencement of the date such Registration Statement is filed)offering) and adjusted at the time of pricing) equal to the aggregate initial public offering price of the shares of Public Common Stock which SBCM could have had registered (or offered) on its behalf pursuant to the foregoing sentence. If at any time after SBCM may elect to exercise the foregoing rights by giving written notice of its intention election to register any Registrable participate and the class and number of shares of its desired participation to the Company within 10 business days of receipt by SBCM of the foregoing notice from the Company. On receipt of SBCM's election to participate, the Company shall either include shares of Public Securities on behalf of SBCM in the registration statement or foreign offering or, within 10 business days of receipt by the Company of SBCM's notice, deliver a Purchase Notice to SBCM in the same manner as set forth in Section 10(d)(iv) of the Subscription Agreement specifying either that the Company elects or that the Company is affording its managing directors the right to elect to purchase all or a portion of the shares otherwise to be registered on behalf of SBCM in lieu of including them in the registration statement or foreign offering. In the event the Company delivers such a Purchase Notice, the Company shall be obligated, if applicable, to deliver a subsequent MD Purchase Notice in the manner and in the period set forth in said Section 10(d)(iv), and to purchase (together, if applicable, with the managing directors) the shares the subject of such Purchase Notice or MD Purchase Notice from SBCM on or prior to the effective consummation of the registered or foreign public offering. (If such registered or foreign public offering is not consummated, the Company and/or the managing directors shall not be required to purchase any shares from SBCM pursuant to this paragraph.) If the shares to be disposed of by SBCM are exchangeable into a class of securities registered in the registration statement or offered in the foreign offering, the purchase price applicable to such purchase shall be the initial public offering price of the shares actually sold pursuant to the registration statement or foreign offering (less the gross underwriting discount) and, if the securities to be sold by SBCM are not exchangeable into a class of securities registered pursuant to the registration statement or offered in the foreign offering, such purchase price shall be the price which would be applicable pursuant to said Section 10(d)(iv) treating the date of the Registration Statement filed commencement of the public offering as the "date of the Disposition Notice" within the meaning of said section. In the event the Company does not deliver a Purchase Notice and intends to proceed with a registered or foreign public offering including Public Securities on behalf of SBCM, and in connection the event SBCM does not provide the Company in writing with such registrationthe information concerning SBCM required to be included in the registration statement or offering circular on or prior to five business days prior to the date of the Company's intended filing of the registration statement or commencement of the offering, the Company determines for any reason need not to proceed with include shares on behalf of SBCM in the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all registration statement or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such foreign offering.

Piggy-Back Registration Rights. 10.1 In the event that If the Company proposes to register any Registrable Securities file a Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, S-8 (or any successor forms theretoform)) with respect to any class of equity securities of the Company, promulgated under the Securities Act)whether or not for its own account, for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) then the Company shall give written notice of such proposed filing to the Holders written notice of Registrable Securities as soon as practicable (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days but in no event fewer than 10 Business Days before the anticipated filing date. Subject to Section 10.2), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request in writing within 10 days after receipt of such written notice from the Company (which request shall have specify the right Registrable Securities intended to be disposed of by such Selling Holder) (the a “Piggy-Back Registration RightRegistration”) to request that ). Upon the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company of any such Selling Holder made within ten (10) 10 days after the giving receipt of any such Piggy-Back Notice by notice (which request shall specify the Company number of Registrable Securities intended to be included in disposed of by such registration Selling Holder and the intended method of disposition thereof, which shall be on the same terms and conditions as the securities of the Company or other security holder included in the registration statement), the Company shall, subject to the terms of this Agreement, effect the registration under the Securities Act of all Registrable Securities otherwise being sold which the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition (in such registration. The Holders shall be entitled to request to include in such Registration Statement a number accordance with the intended methods thereof) of the Registrable Securities equal so to be registered, on the product of (x) same terms and conditions as the aggregate number of shares of Common Stock owned by such Holder as securities of the date of the Piggy-Back Notice (Company or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be other security holder included in the registration statement by inclusion of such Registrable Securities in the Registration Statement that are ownedcovers the securities that the Company proposes to register; provided, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If if at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines shall determine for any reason either not to proceed with the proposed registrationregister or to delay registration of such securities, the Company may may, at its election election, give written notice of such determination to each Selling Holder and, thereupon, (i) in the Holders and thereupon case of a determination not to register shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall be permitted to withdraw all or part of its delay registering any Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to Securities, for the effectiveness of same period as the delay in registering such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringother securities.

Piggy-Back Registration Rights. 10.1 In The Company covenants and agrees with the Registered Holders and any subsequent Registered Holders of the Warrants and/or Warrant Shares that in the event that the Company proposes to register any Registrable Securities file a registration statement under the Securities Act with respect to any class of security (other than in connection with an exchange offer, an non-cash offer or a Registration Statement registration statement on Form S-8 or Form S-4 or Form S-8, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stockother unsuitable registration statement form) which becomes effective then the Company shall in each case give the Holders written notice (of such proposed filing to the “Piggy-Back Notice”) Registered Holders of its intention to effect such a registration Warrants and Warrant Shares at least ten (10) 30 days before the anticipated proposed filing date. Subject date and such notice shall offer to Section 10.2such Registered Holders the opportunity to include in such registration statement such number of Warrant Shares as they may request, such Holders shall have unless, in the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered opinion of counsel to the Company reasonably acceptable to any such Registered Holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Warrants and/or Warrant Shares in manner proposed by such Registered Holders. The Company shall not honor any such request to register any such Warrant Shares if the request is received later than the Warrant Expiration Date, and the Company shall not be required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section within ten (10) at least 20 days after the giving Company has given notice to the Registered Holders of such Piggy-Back Notice by the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 25% of the aggregate number of Warrant Shares. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Registered Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares") to include such registration Piggy-back Shares in the proposed offering on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled applicable to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as securities of the date Company included therein or as applicable to securities of any person other than the Company and the Registered Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Piggy-Back Notice (or at back Shares requested to be included in the Company’s optionregistration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, as of the date such Registration Statement is filed) and (y) the ratio of (i) then the number of shares to be offered for the account of Common Stock proposed all persons (other than the Company or such other persons on whose behalf the underwritten offering was initiated) participating in such registration shall be reduced or limited (to zero if necessary) pro rata in proportion to the extent necessary to reduce the total number of shares requested to be included in such Registration Statement that are ownedoffering to the number of shares, directly if any, recommended by such managing underwriter or indirectly, underwriters. All expenses of the piggy-back registration pursuant to this section 10(b) shall be borne by the Apollo Funds Company, except that underwriting commissions and expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (iiif any) to the aggregate Registered Holders requesting that such Piggy-back Shares be offered will be borne by such Registered Holders. The Company shall be obligated pursuant to this subsection 10(b) to include in the Piggy-back Offering, Warrant Shares that have not yet been purchased by a Registered Holder of Warrants so long as such Registered Holder of Warrants submits an undertaking to the Company that such Registered Holder intends to exercise Warrants representing the number of shares Warrant Shares to be included in such Piggy-back Offering prior to the consummation of Common Stock ownedsuch Piggy-back Offering. In addition, directly or indirectly, by such Registered Holder of Warrants is permitted to pay the Apollo Funds that are outstanding as Company the Warrant Price for such Warrant Shares upon the consummation of the date Piggy- back Offering. If the Company decides not to proceed with a Piggy-back Offering, the Company has no obligation to proceed with the offering of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringback Shares.

Piggy-Back Registration Rights. 10.1 In During the event Exercise Period, and provided ------------------------------ that the Company proposes has closed on its initial public offering (as contemplated by the Registration Statement), the Company shall advise BCC by written notice (the "Company Notice") at least twenty (20) days prior to register the filing of any Registrable Securities registration statement under the Securities Act of 1933, as amended (the "Act") (other than a Registration Statement registration statement on Form S-4 or S-4, Form S-8, S-8 or any successor forms theretosimilar forms, promulgated under which may be adopted by the Securities Actand Exchange Commission ), for covering the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) , and will upon the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company of BCC within ten (10) days after receipt of the giving Company Notice to include among the Common Stock covered by such registration statement all of the BCC Shares, include in any such Piggy-Back Notice registration statement such information as may be required so as to permit a public offering of the BCC Shares. The delivery of notice by the Company shall not in any way obligate the Company to be included in file such registration on statement, and notwithstanding the same terms and conditions as the Registrable Securities otherwise being sold in filing of such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at registration statement, the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are ownedfor valid corporate reasons, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness effective date thereof, determine not to offer the Common Stock to which the registration statement relates without liability to BCC. The Company shall supply a reasonable quantity of such Registration Statement except prospectuses, use its best reasonable efforts to qualify the BCC Shares for sale in an underwritten offering New York, Texas and those states where such Holder has previously committed to the underwriters that it would participate Company is qualifying the securities covered in such offeringregistration and furnish indemnification in the manner as set forth in Paragraph (3)(C), below. The Company shall use its best reasonable efforts to qualify the BCC Shares in other states, which permit the sale of the BCC Shares, as BCC may reasonably designate; provided, however, that BCC shall bear the expense of blue sky registration (including counsel fees) for the BCC Shares in states designated by BCC in addition to New York, Texas and those other states where the Company is qualifying the securities covered in such registration statement. BCC shall timely furnish information required to register the BCC Shares pursuant to this Paragraph (1) and provide indemnification as set forth in Paragraph (3)(C) below. The piggy-back registration rights set forth in this Paragraph (1) shall expire at the end of the Exercise Period and shall not apply to any registration statement filed by the Company before the beginning of, or after the end of, the Exercise Period.

Piggy-Back Registration Rights. 10.1 In If at any time after the event that date hereof, the Company proposes shall determine to register any Registrable Securities under prepare and file with the Securities Act (other than Commission a Registration Statement relating to an offering for its own account or the account of others of any of its equity securities, other than on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act), for the account or their then equivalents, relating to equity securities to be issued solely in connection with any acquisition of TopCo Parent (any entity or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall give the Holders send a written notice (the “Piggy-Back Notice”) of its intention such determination to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2each Purchaser and, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company if within ten (10) calendar days after the giving date of delivery of such Piggy-Back Notice notice, any such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Underlying Shares relating to the Debentures and Warrants as the Purchaser requests to be registered so long as such Underlying Shares are proposed to be disposed in the same manner as those securities set forth in the Registration Statement; provided, however, if the offering is an underwritten offering and was initiated by the Company or at the request of a shareholder and if the managing underwriter(s) advise the Company that the inclusion of Underlying Shares requested to be included in the Registration Statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an “Adverse Effect”), then the Company shall be required to include in such Registration Statement, to the extent of the amount of securities that the managing underwriters or the lead investor, as the case may be, advise may be sold without causing such Adverse Effect, (a) first, the securities of the Company and (b) second, the shares, including the Underlying Shares, of all shareholders, on a pro rata basis, requesting registration and whose shares the Company is obligated by contract to include in the Registration Statement; provided, further, however, to the extent that all of the Underlying Shares are not included in the initial Registration Statement, the Purchaser shall have the right to request the inclusion of its Underlying Shares in subsequent Registration Statements until all such Underlying Shares have been registered in accordance with the terms hereof. If the offering in which the Underlying Shares is being included in a Registration Statement is a firm commitment underwritten offering, unless otherwise agreed by the Company, the Purchaser shall sell its Underlying Shares in such offering using the same underwriters and, subject to the provisions hereof, on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of other shares of Common Stock owned that are included in such underwritten offering. The Company shall use its best efforts to cause any Registration Statement to be declared effective by such Holder the Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Underlying Shares subject thereto have been sold. The Company shall have no obligations under this Section 4.19 with respect to any Underlying Shares that are eligible for resale without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of securities permitted to be registered on a particular Registration Statement, unless otherwise directed in writing by a Holder, the number of securities held in the name of the date of the Piggy-Back Notice (or at the Company’s option, as of the date Holder to be registered on such Registration Statement is filedwill first be reduced by securities represented by Warrant Shares (applied, in the case that some Warrant Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Warrant Shares held by such Holders), and second by securities represented by Conversion Shares (applied, in the case that some Conversion Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Conversion Shares held by such Holders. In the event of a cutback hereunder, the Company shall give the Holder at least 3 Trading Days prior written notice along with the calculations as to such Holder’s allotment. All fees and expenses incident to the performance of or compliance with this Section 4.19 by the Company shall be borne by the Company whether or not any Underlying Shares are sold pursuant to the Registration Statement. The Company shall indemnify and hold harmless the Purchaser, the officers, directors, members, partners, agents, brokers, investment advisors and employees of each of them, each person who controls the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, members, shareholders, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (y) collectively, the ratio “Losses”), as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the number Registration Statement, any prospectus included therein or any form of shares prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of Common Stock proposed or relating to any omission or alleged omission of a material fact required to be included stated therein or necessary to make the statements therein (in such Registration Statement that are ownedthe case of any prospectus or form of prospectus or supplement thereto, directly in light of the circumstances under which they were made) not misleading or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly any violation or indirectly, alleged violation by the Apollo Funds that are outstanding as Company of the date of Securities Act, the Piggy-Back Notice (Exchange Act or at the Company’s optionany state securities law, as of the date such Registration Statement is filed). If at or any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed rule or regulation thereunder, in connection with the performance of its obligations under this Section 4.19, except to the extent, but only to the extent, that such registration, untrue statements or omissions referred to in (i) above are based solely upon information regarding the Purchaser furnished in writing to the Company determines by the Purchaser expressly for any reason not to proceed with the proposed registrationuse therein, the Company may at its election give written notice of such determination or to the Holders extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Underlying Shares and thereupon was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto. The rights of the Purchaser under this Section 4.19 shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw survive until all Underlying Shares have been either registered under a Registration Statement or part of its Registrable Securities from a registration been sold pursuant to this Section 10.1 at any time prior an exemption to the effectiveness registration requirements of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringSecurities Act.

Piggy-Back Registration Rights. 10.1 In (a) If at any time during the event that period commencing on the Effective Time (as defined in the Merger Agreement) and ending on the earliest to occur of the following: (i) all Registrable Securities have been sold under a Registration Statement, or (ii) Holders no longer hold any Registrable Securities or (iii) all Registrable Securities held by Holders may be sold in compliance with Rule 144 (the "Effectiveness Period"), the Company proposes to register any Registrable Securities of its securities under the Securities Act on any form for the registration of securities under the Securities Act, whether or not for its own account (other than by a Registration Statement registration statement on Form S-4 or Form S-8S-8 or other form which does not include substantially the same information as would be required in a form for the general registration of securities or would not be available for the Registrable Securities) (a "Piggy Back Registration"), or it shall as expeditiously as possible give written notice to the Holders of its intention to do so and of the Holders' rights under this Section 2. (Such rights are referred to hereinafter as "Piggy Back Registration Rights.") Upon the written request of the Holders made within five (5) business days after receipt of any successor forms theretosuch notice (which request shall specify the Registrable Securities intended to be disposed of by the Holders, promulgated excluding however, Registrable Securities covered by a Registration Statement which has been declared effective under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give include in the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all Statement the Registrable Securities specified in a written request which the Company has been so requested to register by the Holders and delivered to the Company within ten (10) days after shall use reasonable efforts to prepare and file with, and have declared effective by, the giving Commission a Registration Statement with respect to all of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registrationSecurities. The Holders Company shall be entitled use reasonable efforts to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to maintain the effectiveness of such any Registration Statement except covering Registrable Securities for the period necessary for the Holders to effect the proposed sale or other disposition (but in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringno event for a period greater than 90 days).

Piggy-Back Registration Rights. 10.1 In The Company covenants and agrees with the Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the event that the Company proposes to register any Registrable Securities file a registration statement under the Securities Act with respect to any class of security (other than in connection with an exchange offer, a Registration Statement non-cash offer or a registration statement on Form S-4 S-8 or Form S-8, other unsuitable registration statement form) which becomes or which the Company believes will become effective at any successor forms thereto, promulgated under time after the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) Initiation Date then the Company shall in each case give written notice of such proposed filing to the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration Warrants and Warrant Shares at least ten (10) 30 days before the anticipated proposed filing date. Subject date and such notice shall offer to Section 10.2, such Holders shall have the right (opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered opinion of counsel to the Company reasonably acceptable to any such holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Warrants and/or Warrant Shares in the manner proposed by such Holders. The Company shall not honor any such request to register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company shall not be required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within ten (10) at least 20 days after the giving Company has given notice to the Holders of such Piggy-Back Notice by the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 25% of the aggregate number of Warrant Shares. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares ") to include such registration Piggy-back Shares in the proposed offering on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled applicable to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as securities of the date Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Piggy-Back Notice back Shares requested to be included in the registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request provided that no such delay shall be required as to Piggy-back Shares if any securities of the Company are included in such registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or separate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("Piggy-back Termination Date"); provided, however, that if at the Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 15.2 shall be borne by the Company’s option, except that underwriting commissions and expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that such Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to this Section 15.2 to include in the Piggy-back Offering, Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Holder of Warrants submits an undertaking to the date Company that such Registration Statement is filed) and (y) the ratio of (i) Holder intends to exercise Warrants representing the number of shares of Common Stock proposed Warrant Shares to be included in such Registration Statement that are ownedPiggy-back Offering prior to the consummation of such Piggy-back Offering. In addition, directly or indirectly, by such Holder of Warrants is permitted to pay the Apollo Funds to (ii) Company the aggregate number of shares of Common Stock owned, directly or indirectly, by Warrant Price for such Warrant Shares upon the Apollo Funds that are outstanding as of the date consummation of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed)back Offering. If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason decides not to proceed with the proposed registrationa Piggy-back Offering, the Company may at its election give written notice has no obligation to proceed with the offering of such determination the Piggy-back Shares, unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of Section 15.1 hereof (without regard to the Holders and thereupon shall be relieved 60 days' written request required thereby). Notwithstanding any of its the foregoing contained in this Section 15.2, the Company's obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted offer registration rights to withdraw all or part of its Registrable Securities from a registration the Piggy-back Shares pursuant to this Section 10.1 at any time prior to 15.2 shall terminate two (2) years after the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringExpiration Date.

Piggy-Back Registration Rights. 10.1 In (a) If at any time during the event that period commencing on the Closing Date (as defined in the Purchase Agreement) and ending on the earliest to occur of the following: (i) all Registrable Securities covered by a Registration Statement have been sold under such Registration Statement, or (ii) a subsequent Registration Statement covering all of the Registrable Securities has been declared effective under the Securities Act, or (iii) Holders no longer hold any Registrable Securities or (iv) all Registrable Securities held by Holders may be sold in compliance with Rule 144, the Company proposes to register any Registrable Securities of its securities under the Securities Act on any form for the registration of securities under the Securities Act, whether or not for its own account (other than by a Registration Statement registration statement on Form S-4 or Form S-8, S-8 or any successor forms thereto, promulgated under other form which does not include substantially the Securities Actsame information as would be required in a form for the general registration of securities or would not be available for the Registrable Securities) (a "Piggy Back Registration"), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company it shall as expeditiously as possible give written notice to the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten do so and of the Holders' rights under Sections 3 through 5. (10Such rights are referred to hereinafter as "Piggy Back Registration Rights.") days before Upon the anticipated filing date. Subject to Section 10.2, written request of any of such Holders made within five (5) business days after receipt of any such notice (which request shall have specify the right (the “Piggy-Back Registration Right”) Registrable Securities intended to request that be disposed of by each such Holder), the Company shall use its reasonable best efforts to cause (i) include in the Registration Statement (and in any underwriting relating thereto) all of the Registrable Securities specified in a written request by the Holders and delivered with respect to which the Company within ten has received such requests and (10ii) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in have such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, declared effective by the Apollo Funds Commission and maintain the effectiveness thereof for the period necessary for the Holders to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with effect the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities sale or other disposition (but in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from no event for a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringperiod greater than 90 days).

Piggy-Back Registration Rights. 10.1 In At any time following 45 days after the event date hereof that the Conversion Shares, Warrants or Warrant Shares (collectively, the “Registerable Securities”) are owned by a Purchaser and there is not an effective registration statement covering all of the Registerable Securities, and if the Company proposes shall determine to register any Registrable Securities prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act (Act, of any of its equity securities, other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act)) or their then equivalents (the “Registration Statement”) 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, for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) then the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention deliver to effect such each Purchaser a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registerable Securities such Purchaser requests to be registered; provided, however, that Registerable Securities may be reduced on a pro rata basis with such other securities being registered on the applicable registration statement if and to the Holders and thereupon extent that the underwriter(s) associated with the offering which is the subject of the Registration Statement believes, in good faith, that the inclusion of such Registerable Securities will have an adverse effect on the sale of the securities for which such registration statement was filed. The Company shall not be relieved of its obligation required to register any Registrable Registerable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior 6.2 that are eligible for resale pursuant to Rule 144 promulgated by the SEC pursuant to the effectiveness Act or that are the subject of a then effective registration statement; provided, that the Company’s counsel renders an opinion letter as such Registration Statement except in an underwritten offering where favor of the Purchaser at Borrower’s expense. If any SEC guidance or FINRA regulation sets forth a limitation on the number of securities permitted to be registered on a particular registration statement (and notwithstanding that the Company used diligent efforts to advocate with the SEC or such Holder has previously committed other applicable regulatory authority for the registration of all or a greater portion of Registerable Securities), the number of Registerable Securities to be registered on such registration statement will be reduced on a pro rata basis with such other securities being registered on the underwriters that it would participate in such offeringapplicable registration statement.

Piggy-Back Registration Rights. 10.1 In If at any time after the event that date hereof, the Company proposes shall determine to register any Registrable Securities under prepare and file with the Securities Act (other than Commission a Registration Statement relating to an offering for its own account or the account of others of any of its equity securities, other than on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act), for the account or their then equivalents, relating to equity securities to be issued solely in connection with any acquisition of TopCo Parent (any entity or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) business or equity securities issuable 35 in connection with stock option or other employee benefit plans, then the Company shall give the Holders send a written notice of such determination to each Purchaser and, if within ten calendar days after the date of delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Underlying Shares as the Purchaser requests to be registered so long as such Underlying Shares are proposed to be disposed in the same manner as those securities set forth in the Registration Statement; provided, however, if the inclusion of Underlying Shares requested to be included in the Registration Statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an “Adverse Effect”), then the “Piggy-Back Notice”) Company shall be required to include in such Registration Statement only that number of its intention Underlying Shares to effect the extent that such inclusion shall not cause and Adverse Effect; provided, further, if such number of Underlying Shares is limited hereunder, any cutbacks of such Purchaser’s Underlying Shares shall be done on a registration at least ten (10) days before pro rata basis among all Purchasers based on their Subscription Amounts hereunder; provided, further, however, to the anticipated filing date. Subject to Section 10.2extent that all of the Underlying Shares are not included in the initial Registration Statement, such Holders the Purchaser shall have the right (the “Piggy-Back Registration Right”) to request that the Company use inclusion of its reasonable best efforts to cause Underlying Shares in subsequent Registration Statements until all such Underlying Shares have been registered in accordance with the Registrable Securities specified terms hereof. If the offering in which the Underlying Shares is being included in a written request Registration Statement is a firm commitment underwritten offering, unless otherwise agreed by the Holders and delivered Company, the Purchaser shall sell its Underlying Shares in such offering using the same underwriters and, subject to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration provisions hereof, on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of other shares of Common Stock owned that are included in such underwritten offering. The Company shall use its best efforts to cause any Registration Statement to be declared effective by such Holder the Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Underlying Shares subject thereto have been sold. All fees and expenses incident to the performance of or compliance with this Section 4.18 by the Company shall be borne by the Company whether or not any Underlying Shares are sold pursuant to the Registration Statement. The Company shall indemnify and hold harmless the Purchaser, the officers, directors, members, partners, agents, brokers, investment advisors and employees of each of them, each person who controls the Purchaser (within the meaning of Section 15 of the date Securities Act or Section 20 of the Piggy-Back Notice Exchange Act), and the officers, directors, members, shareholders, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (or at including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the Company’s option“Losses”), as incurred, arising out of the date such Registration Statement is filed) and (y) the ratio of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the number Registration Statement, any prospectus included therein or any form of shares prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of Common Stock proposed or relating to any omission or alleged omission of a material fact required to be included stated therein or necessary to make the statements therein (in such Registration Statement that are ownedthe case of any prospectus or form of prospectus or supplement thereto, directly in light of the circumstances under which they were made) not misleading or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly any violation or indirectly, alleged violation by the Apollo Funds that are outstanding as Company of the date of Securities Act, the Piggy-Back Notice (Exchange Act or at the Company’s optionany state securities law, as of the date such Registration Statement is filed). If at or any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed rule or regulation thereunder, in connection with the performance of its obligations under this Section 4.18, except to the extent, but only to the extent, that such registrationuntrue statements or omissions referred to in (i) above are based solely upon information regarding the Purchaser furnished in writing to the Company by the Purchaser expressly for use therein, or to the extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Underlying Shares and was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto. The rights of the Purchaser under this Section 4.18 shall survive until all have been either registered under a Registration Statement or been sold pursuant to an exemption to the registration requirements of the Securities Act. Notwithstanding anything to the contrary, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration have no obligations pursuant to this Section 10.1 at any 4.18 after such time prior that the Underlying Shares are not subject to the effectiveness of current public information requirement under Rule 144 and that are eligible for resale without volume or manner-of-sale restrictions without current public information pursuant to Rule 144 promulgated by the Commission pursuant to a written opinion letter to such Registration Statement except in an underwritten offering where such Holder has previously committed effect, addressed, delivered and reasonably acceptable to the underwriters that it would participate in such offeringTransfer Agent and the affected Purchasers.

Piggy-Back Registration Rights. 10.1 In (a) If at any time when there is not an effective registration statement covering the event that Registrable Securities pursuant to this Agreement, the Company proposes shall determine to register any Registrable prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement (other than the registration statement on Form S-1 (File No. 333-174481) currently pending with the Commission) 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 a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act)) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give send to the Holders Holder of Registrable Securities written notice of such determination and, if within twenty (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (1020) days before the anticipated filing date. Subject to Section 10.2after receipt of such notice, or within such Holders shall have the right (the “Piggy-Back Registration Right”) to request that shorter period of time as may be specified by the Company use in such written notice as may be necessary for the Company to comply with its reasonable best efforts obligations with respect to cause all the timing of the filing of such registration statement, the Holder shall so request in writing (which request shall specify the Registrable Securities specified in a written request intended to be disposed of by the Holders and delivered Holder), the Company will cause the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holder, to the Company within ten (10) days after extent requisite to permit the giving disposition of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed so to be included in such Registration Statement registered, provided that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If if at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company determines shall determine for any reason not to proceed with the proposed registrationregister or to delay registration of such securities, the Company may may, at its election election, give written notice of such determination to such Holder and, thereupon, (i) in the Holders and thereupon case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder , and (ii) in the case of a determination to delay registering, shall be permitted to withdraw all or part of its delay registering any Registrable Securities from a registration being registered pursuant to this Section 10.1 at 1(a) for the same period as the delay in registering such other securities. The Company shall include in such registration statement all or any time prior part of such Registrable Securities the Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 1(a) that are eligible for sale pursuant to Rule 144 of the Securities Act without volume limitations or restrictions. In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the effectiveness inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing underwriter should reasonably determine that the inclusion of such Registration Statement except in an underwritten Registrable Securities would materially adversely affect the offering where such Holder has previously committed to the underwriters that it would participate contemplated in such offeringregistration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of the Registrable Securities of the Holder, then (x) the number of Registrable Securities of the Holder included in such registration statement shall be reduced, if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Registrable Securities, or (y) none of the Registrable Securities of the Holder shall be included in such registration statement, if the Company after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however, that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holder than the fraction of similar reductions imposed on such other persons or entities (other than the Company).

Piggy-Back Registration Rights. 10.1 In (a) If at any time following the event that Closing Date, (i) the Company proposes to register any Registrable Securities shares of Common Stock under the Securities Act in connection with the public offering of such shares for cash (a “Proposed Registration”) other than a Registration Statement registration statement on Form S- 8 or Form S-4 or Form S-8, or any successor or other forms theretopromulgated for similar purposes and (ii) a registration statement covering the sale of all of the Parent Shares is not then effective and available for sales thereof by the Seller and the Xxxxxx Xxxxxx, promulgated under the Securities Act)Buyer Parent shall, for the account of TopCo Parent (or the Apollo Funds if at such Apollo Funds are direct holders of Common Stock) the Company shall time, promptly give the Holders Seller and the Wesana Parent written notice (of such Proposed Registration. The Seller and the “Piggy-Back Notice”) of its intention to effect such a registration at least Wesana Parent shall have ten (10) business days before from its receipt of such notice to deliver to the anticipated filing date. Subject to Section 10.2, such Holders shall have Buyer Parent a written request specifying the right (the “Piggy-Back Registration Right”) to request amount of Parent Shares that the Company Seller and the Wesana Parent intends to sell and the intended method of distribution. Upon receipt of such request, the Buyer Parent shall use its reasonable best efforts to cause all Parent Shares that it has been requested to register to be registered under the Registrable Securities Act, to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in a written request by such request; provided, however, that the Holders and delivered Buyer Parent shall have the right to postpone or withdraw any registration effected pursuant to this Section 5.10(a) without obligation to the Company within ten (10) days after Seller and the giving Wesana Parent. If, in connection with any underwritten public offering for the account of such Piggy-Back Notice by the Buyer Parent or for stockholders of the Buyer Parent that have contractual rights to require the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of register shares of Common Stock owned by such Holder as common stock of the date of Buyer Parent, the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filedmanaging underwriter(s) and (y) the ratio of (i) thereof shall impose a limitation on the number of shares of Common Stock proposed to common stock of the Buyer Parent that may be included in a registration statement because, in the judgment of such Registration Statement that are ownedunderwriter(s), directly marketing or indirectlyother factors dictate such limitation is necessary to facilitate such offering, by then the Apollo Funds Buyer Parent shall be obligated to (ii) include in the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as registration statement only such limited portion of the date of Parent Shares with respect to which the Piggy-Back Notice (or at Seller and the Company’s option, Xxxxxx Xxxxxx requested inclusion hereunder as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon underwriter(s) shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringpermit.

Piggy-Back Registration Rights. 10.1 In The Parent Shares received pursuant to the event that the Company proposes to register any Registrable Securities transactions contemplated by this Agreement will not be registered for resale under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8and will not be included in the IPO. However, subject to the restrictions contained in Article 3(cc), or any successor forms theretoas otherwise restricted by this Agreement, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company will use its reasonable best efforts to cause all ensure that the Registrable Securities specified in a written request Parent Shares received by the Holders and delivered Target pursuant to the Company within ten (10) days after the giving of such Piggy-Back Notice transactions contemplated by the Company to this Agreement be included in any registration of Parent Shares under the Securities Act which occurs after the date the IPO is declared effective by the SEC, if any. The piggy-back registration rights hereby granted shall be subject to the Stockholders furnishing such information regarding themselves as shall be required to effect the registration of their Parent Shares, the Stockholders entering into and performing the obligations under an underwriting agreement, in usual and customary form satisfactory to the Parent and the managing underwriter of such offering. Further, in the event any Parent Shares of the Stockholders are included in a registration statement as contemplated by this subsection, to the extent permitted by law, the Stockholders and each of them will indemnify and hold harmless the Parent, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Parent, within the meaning of the Securities Act, any underwriter and any other selling shareholder in such registration on statement or any of its directors or officers or any person which controls any such selling shareholder against any losses, claims, damages or liabilities (jointly and severally) to which the same terms and conditions Parent or any such director, officer, controlling person or underwriter or controlling person, or other selling shareholder, director, officer or controlling person may become subject, under the Securities Act, the Securities Exchange Act, or other federal or state law, insofar as the Registrable Securities otherwise being sold such losses, claims, damages, or liabilities (or actions in such registration. The Holders shall be entitled to request to include in such Registration Statement a number respect thereto) arise out of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as or are based upon any of the date of the Piggy-Back Notice following statements, omissions or violations (or at the Company’s optioncollectively, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering."Violation"):

Piggy-Back Registration Rights. 10.1 In the event that the Company AIG proposes to register any Registrable Securities file a registration statement under the Securities Act (other than a Registration Statement with respect to any shares of capital stock of the AIG on Form S-4 or Form S-8any form, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company AIG shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such file a registration statement to Xxxxxxxx no later than such notice is given to any other shareholder in AIG, and in any event at least ten forty-five (1045) days before the anticipated filing date, and such notice shall offer to Xxxxxxxx the opportunity to include in such registration statement the number of shares (which may be all shares of Xxxxxxxx) that Xxxxxxxx may request. Subject If Xxxxxxxx desires to Section 10.2exercise its rights provided for hereunder, such Holders it shall have the right give notice to that effect to AIG within thirty (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (1030) days after its receipt of the giving notice of such Piggy-Back Notice by registration from AIG. AIG shall cause the Company managing underwriter of the proposed offering to be included in such registration offer all of Xxxxxxxx'x shares of AIG on the same terms and conditions as the Registrable Securities otherwise being sold other shares to be included therein, unless any such managing underwriter shall determine, in good faith and by written notice to AIG, Xxxxxxxx and each other shareholder proposing to offer shares in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to offering that the product of (x) the aggregate number of shares of Common Stock owned by such Holder as distribution of the date of the Piggy-Back Notice (or at the Company’s optionShares requested by AIG, as of the date Xxxxxxxx and such Registration Statement is filedshareholder(s) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in the registration would have an adverse economic effect on the distribution of such Registration Statement that are ownedshares by AIG, directly or indirectlythen AIG shall only be obligated to register AIG shares proposed for registration by Xxxxxxxx on a pro rata basis, based on ownership, with those shares registered for other shareholders in AIG, and if the managing underwriter recommends exclusion of less than all of the AIG shares sought to be registered by Xxxxxxxx, then the number of AIG shares permitted to be registered by the Apollo Funds managing underwriter shall be registered. In no event shall Xxxxxxxx be required to (ii) forgo the aggregate registration of AIG shares in connection with any proposed offering including more than a de minimus number of shares of Common Stock owned, directly by AIG's directors or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringofficers.

Piggy-Back Registration Rights. 10.1 In From and after the event Signing Closing Date and until the earlier of (i) eighteen (18) months after the Signing Closing Date or (ii) the date that the Debentures have been converted in the entirety and/or repaid in the entirety, if the Company proposes to register any Registrable Securities contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities (other than an offering solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration Statement on Form S-4 or Form S-8S-0, X-0 or any successor forms thereto, promulgated under form thereto or another form not available for registering the Registrable Securities Actfor sale to the public), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall at each such time give the Holders prompt written notice (the “Piggy-Back Notice”) to Buyer of its intention to effect do so and of the registration rights granted under this Agreement; provided, however, that no such registration rights shall apply to a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request Statement filed by the Holders and delivered to the Company within ten forty five (1045) days of the Signing Closing Date with Maxim Group LLC acting as underwriter. Upon the written request of Buyer made within fifteen (15) days after the giving receipt of any such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as notice (which request shall specify the Registrable Securities otherwise being sold intended to be disposed of by Buyer and the intended method of disposition thereof), the Company shall, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register Buyer, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by Buyer, by inclusion of such registration. The Holders shall be entitled to request to include Registrable Securities in such the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the high percentage of the Company’s Common Stock the Registrable Securities represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a pro rata basis, the amount of Registrable Securities subject to the Registration Statement to a lesser amount which equals the maximum number of Registrable Securities equal that the Company is permitted to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or register in an “at the Company’s optionmarket offering”; and provided, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement further, that are ownedif, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines shall determine for any reason either not to proceed with the proposed registrationregister or to delay registration of such Registrable Securities, the Company may may, at its election election, give written notice of such determination to the Holders and thereupon Buyer and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall be permitted to withdraw delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If Buyer shall have transferred all or part of its Registrable Securities from a registration pursuant to Securities, then for purposes of this Section 10.1 at any time prior to Section, the effectiveness of term “Buyer” shall reference Buyer and/or such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringtransferee(s).

Piggy-Back Registration Rights. 10.1 In (a) Right to Include Registrable Shares. Subject to Section 3.06, if the event that the Company ----------------------------------- Issuer at any time proposes to register any Registrable Securities of its equity securities under the Securities Act (other than (i) by a Registration Statement registration on Form S-4 or Form S-8X-0, Xxxx X-0 or any successor forms theretoor similar form, promulgated under (ii) pursuant to a registration requested pursuant to Section 3.01, (iii) in connection with a direct acquisition by the Securities ActIssuer of another Person or (iv) pursuant to an employee share purchase plan, dividend reinvestment plan or similar plan of the Issuer), in each case whether or not for the account of TopCo Parent (or the Apollo Funds if sale for its own account, it will at each such Apollo Funds are direct holders of Common Stock) the Company shall time give the Holders prompt written notice (at least 30 days prior to the “Piggy-Back Notice”) anticipated filing date of the registration statement relating to such registration to all Holders of Registrable Shares of its intention to effect do so and of such a registration at least ten (10) days before the anticipated filing dateHolders' rights under this Section 3.02. Subject Any such notice shall offer all such Holders, subject to Section 10.23.06, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request opportunity to include in such Registration Statement a registration such number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by Shares as each such Holder as may request. Upon the written request of any Holder made within 15 days after the date receipt of the Piggy-Back Notice any such notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) which request shall specify the number of shares of Common Stock proposed Registrable Shares intended to be included in disposed of by such Registration Statement that are ownedHolder), directly the Issuer will use its best efforts to effect the registration with the Commission under the Securities Act and any related qualification or indirectlyother compliance of all Registrable Shares which the Issuer has been so requested to register, by to the Apollo Funds extent required to (ii) permit the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as disposition of the date of the Piggy-Back Notice (or at the Company’s optionRegistrable Shares to be so registered; provided that if, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company determines Issuer shall determine for any reason not to proceed with the proposed registrationregister or to delay registration of such securities, the Company may at its election Issuer shall give written notice of such determination to each Holder and, thereupon, (x) in the Holders and thereupon case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holder entitled to do so, to request that such registration be effected as a registration under Section 3.01, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Shares, for the same period as the delay in registering such other securities. Each Holder holding Registrable Shares requesting to be included in such registration may elect, in writing not less than 5 Business Days prior to the effective date of the registration statement filed in connection with such registration. A Holder shall be permitted , not to register such securities in connection with such registration; provided that any such holder may withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 request for inclusion at any time prior to executing the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed underwriting agreement or if none, prior to the underwriters that it would participate registration statement becoming effective. No registration effected under this Section 3.02 shall relieve the Issuer of its obligation to effect any registration upon request under Section 3.01. The Issuer will pay promptly all Registration Expenses in such offeringconnection with each registration of Registrable Shares requested pursuant to this Section 3.02.

Piggy-Back Registration Rights. 10.1 In (a) To the event that extent a Holder’s Registrable Securities have not been registered pursuant to Section 2.1(a), if (i) the Company proposes to register any Registrable Securities file a Registration Statement under the Securities Act with respect to an offering of equity securities by the Company for its own account or for any of the other security holders of the Company for their account (other than a Registration Statement on Form S-4 pursuant to Section 2.1) or Form S-8, (ii) equity securities of the Company are to be sold in an underwritten offering (whether or any successor forms thereto, promulgated under the Securities Act), not for the account of TopCo Parent the Company) (other than pursuant to Section 2.1) pursuant to an Automatic Shelf Registration Statement or a Registration Statement covering the Apollo Funds if such Apollo Funds are direct holders of Common Stock) Registrable Securities, then the Company shall (i) give the Holders prompt written notice (the “Piggy-Back Notice”) of its intention such proposed filing and/or offering to effect all Holders if an Automatic Shelf Registration Statement is used in such a registration at least ten (10) days before offering or, if an Automatic Shelf Registration Statement is not used, those Holders with Registrable Securities included in such Registration Statement, as soon as practicable but in no event less than 10 Business Days prior to the anticipated filing date. Subject to Section 10.2date of the Registration Statement or anticipated date of pricing of such underwritten offering, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered which notice shall, subject to the Company within ten (10) days after Holder agreeing in writing to keep such information confidential, describe the giving amount and type of such Piggy-Back Notice by the Company securities to be included in such registration on offering, the same terms intended method(s) of distribution, and conditions as the Registrable Securities otherwise being sold name of the proposed managing underwriter(s) or Agent, if any, of the offering, and (ii) offer to the Holders in such registration. The Holders shall be entitled notice the opportunity to request to register the sale of or include in such Registration Statement a offering, as applicable, such number of Registrable Securities equal to the product as such Holders may request in writing within five Business Days following receipt of such notice (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the a “Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filedRegistration”). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registrationPiggy-Back Registration or prior to the pricing of any such underwritten offering, the Company determines shall determine for any reason not to proceed with the proposed registrationregister or to delay registration of such Securities or to discontinue such underwritten offering, as applicable, the Company may may, at its election election, give written notice of such determination to each Holder and, (x) in the Holders and thereupon case of a determination not to register or to discontinue such offering, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder registration or undertake such offering, as applicable, and (y) in the case of a determination to delay registering, shall be permitted to withdraw all or part of its delay registering any Registrable Securities from for the same period as the delay in registering such other Securities. The Company shall cause all of the Registrable Securities requested to be included in a non-underwritten registration pursuant to this Section 10.1 at 8.2 to be included in such registration and shall use commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering (or Agent with respect to an agented offering) to permit the inclusion of the Registrable Securities requested in such underwritten or agented offering to be so included on the same terms and conditions as any time prior similar Securities of the Company included therein and shall use commercially reasonable efforts to cause the managing underwriter(s) to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Holders proposing to distribute their Registrable Securities through a Piggy-Back Registration that involves an underwriter(s) or Agent shall (i) in connection with such distribution enter into an underwriting or agency agreement, as applicable, in reasonable and customary form with the underwriter(s) or Agent selected by the Company or the Person exercising demand registration rights, as applicable, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement or agency agreement, as applicable; provided, that any such indemnities, contribution or expense reimbursement obligations shall not be more onerous to the effectiveness Holders than those set forth under Section 4 and Section 5 of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringthis Agreement.

Piggy-Back Registration Rights. 10.1 In If, at any time during the event that Exercise Period, the Company proposes to register any Registrable Securities class of equity security on any form for the general registration of securities under the Securities Act (other than a Registration Statement on Form S-4 registration form relating to a registration of a stock option, stock purchase or Form S-8compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or any successor forms theretoa dividend investment plan, promulgated under a registration of stock proposed to be issued in exchange for securities or assets of, or in connection with the Securities Actmerger or consolidation with, another corporation or a registration of stock proposed to be issued in exchange for other securities of the Company), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) then the Company shall give the Holders prompt written notice (thereof to Fraser and, upon the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company of Fraser made within ten (10) days after the giving receipt of such Piggy-Back Notice by notice, the Company shall use its best efforts to effect as part of such registration the registration under the Securities Act of that number of the Warrant Shares which Fraser requests the Company to register, provided that the managing underwriter of the Company's public offering, if any, shall be included of the opinion that the inclusion in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in of such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to Warrant Shares will not interfere with the product successful marketing of (x) the aggregate number of shares of Common Stock owned by such Holder as all of the date of the Piggy-Back Notice (Company's securities being registered. If a managing underwriting requests Fraser to reduce in whole or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) in part the number of shares of Common Stock proposed Warrant Shares, if any, sought to be included in such Registration Statement that are ownedregistered by Fraser, directly or indirectly, by Fraser shall comply with the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as request of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed)managing underwriter. If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in In connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior 6.1, Fraser shall provide the Company with such information regarding himself and the distribution of the Warrant Shares as the Company and the managing underwriter, if any, shall reasonably request. The Company shall pay all costs and expenses incident to the effectiveness Company's registration of such Registration Statement Fraser's Warrant Shares pursuant to this Section 6.1, except the attorneys' fees and expenses of Fraser. The Company shall not be obligated to effect registration under the Securities Act pursuant to this Section 6.1 on more than one occasion. Within five (5) business days after the Securities and Exchange Commission (the "Commission") declares the Company's registration statement to be effective, Fraser shall exercise this Stock Purchase Warrant in an underwritten offering where such Holder has previously committed full and shall pay to the underwriters that it would participate in such offeringCompany the full Exercise Price therefor.

Piggy-Back Registration Rights. 10.1 In If at any time following the event that Closing, the Company proposes to register file any Registrable Securities Registration Statement under the Securities Act with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company) (a “Registration Statement”), other than a Registration Statement (i) to register securities in an underwritten public offering, (ii) filed in connection with any employee stock option or other benefit plan on Form S-4 or Form S-8, (iii) for a dividend reinvestment plan, or any successor forms thereto(iv) in connection with a merger or acquisition, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) then the Company shall (x) give the Holders written notice of such proposed filing to the Purchaser as soon as practicable but in no event less than five (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (105) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at Registration Statement, which notice shall describe the Company’s option, as amount and type of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed securities to be included in such Registration Statement that are ownedand the intended method(s) of distribution of the offering, directly or indirectly, by and (y) offer to the Apollo Funds Purchase in such notice the opportunity to (ii) register the aggregate sale of such number of shares Shares as such holders may request in writing within three (3) days following receipt of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the such notice (a “Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filedRegistration”). If The Company shall use its reasonable efforts to cause such Shares to be included in such registration. Notwithstanding the foregoing, if, at any time after giving written a notice of its intention to register any Registrable Securities a Piggyback Registration and prior to the effective date of the Registration Statement filed in connection with such registrationtherewith, the Company determines shall determine for any reason not to proceed with register or to delay registration of the other securities proposed registrationto be registered therein, the Company may may, at its election election, give written notice of such determination to the Holders and thereupon Purchaser and, following such notice, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities Shares in connection with such registration. A Holder , and (ii) in the case of a determination to delay registering, shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at delay registering any time prior to Shares for the effectiveness of same period as the delay in registering such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringother securities.

Piggy-Back Registration Rights. 10.1 In (a) If at any time following the event that Closing Date, (i) the Company proposes to register any Registrable Securities shares of Common Stock under the Securities Act in connection with the public offering of such shares for cash (a “Proposed Registration”) other than a Registration Statement registration statement on Form S-8 or Form S-4 or Form S-8, or any successor or other forms theretopromulgated for similar purposes and (ii) a registration statement covering the sale of all of the Parent Shares is not then effective and available for sales thereof by the Seller and the Xxxxxx Xxxxxx, promulgated under the Securities Act)Buyer Parent shall, for the account of TopCo Parent (or the Apollo Funds if at such Apollo Funds are direct holders of Common Stock) the Company shall time, promptly give the Holders Seller and the Wesana Parent written notice (of such Proposed Registration. The Seller and the “Piggy-Back Notice”) of its intention to effect such a registration at least Wesana Parent shall have ten (10) business days before from its receipt of such notice to deliver to the anticipated filing date. Subject to Section 10.2, such Holders shall have Buyer Parent a written request specifying the right (the “Piggy-Back Registration Right”) to request amount of Parent Shares that the Company Seller and the Wesana Parent intends to sell and the intended method of distribution. Upon receipt of such request, the Buyer Parent shall use its reasonable best efforts to cause all Parent Shares that it has been requested to register to be registered under the Registrable Securities Act, to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in a written request by such request; provided, however, that the Holders and delivered Buyer Parent shall have the right to postpone or withdraw any registration effected pursuant to this Section 5.10(a) without obligation to the Company within ten (10) days after Seller and the giving Wesana Parent. If, in connection with any underwritten public offering for the account of such Piggy-Back Notice by the Buyer Parent or for stockholders of the Buyer Parent that have contractual rights to require the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of register shares of Common Stock owned by such Holder as common stock of the date of Buyer Parent, the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filedmanaging underwriter(s) and (y) the ratio of (i) thereof shall impose a limitation on the number of shares of Common Stock proposed to common stock of the Buyer Parent that may be included in a registration statement because, in the judgment of such Registration Statement that are ownedunderwriter(s), directly marketing or indirectlyother factors dictate such limitation is necessary to facilitate such offering, by then the Apollo Funds Buyer Parent shall be obligated to (ii) include in the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as registration statement only such limited portion of the date of Parent Shares with respect to which the Piggy-Back Notice (or at Seller and the Company’s option, Xxxxxx Xxxxxx requested inclusion hereunder as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon underwriter(s) shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringpermit.

Piggy-Back Registration Rights. 10.1 In If the event that Buyer shall determine to prepare and file with the Company proposes Securities and Exchange Commission a registration statement relating to register any Registrable Securities an offering for its own account or the account of others under the Securities Act (of its equity securities, other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act)) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, for then the account of TopCo Parent (or Buyer shall send to the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders Seller Representative written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2determination and, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company if within ten (10) days after the giving receipt of such Piggy-Back Notice by notice, the Company to be included Seller Representative shall so request in such registration on writing, the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders Buyer shall be entitled to request use commercially reasonable efforts to include in such Registration Statement a number registration statement all or any part of Registrable Securities equal the Earn-Out Shares the Seller Representative requests to be registered, to the product extent the Buyer may do so without violating registration rights of (x) the aggregate number of shares of Common Stock owned by such Holder others which exist as of the date of this Agreement, subject to customary underwriter cutbacks applicable to all holders of registration rights and subject to obtaining any required consent of any selling shareholder(s) to such inclusion under such registration statement. Notwithstanding the Piggy-Back Notice (or at anything herein to the Company’s optioncontrary, as if, in connection with any underwritten public offering for the account of the date such Registration Statement is filedBuyer or for stockholders of the Buyer that have contractual rights to require the Buyer to register shares of common stock, the managing underwriter(s) and (y) the ratio of (i) thereof shall impose a limitation on the number of shares of Common Stock proposed to common stock which may be included in a registration statement because, in the judgment of such Registration Statement that are ownedunderwriter(s), directly marketing or indirectlyother factors dictate such limitation is necessary to facilitate such offering, by then the Apollo Funds Buyer shall be obligated to (ii) include in the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as registration statement only such limited portion of the date of Stock Consideration and/or Earn-Out Shares, if applicable, with respect to which the Piggy-Back Notice (or at the Company’s option, Seller Representative has requested inclusion hereunder as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon underwriter(s) shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringpermit.

Piggy-Back Registration Rights. 10.1 In the event that the Company proposes to register any Registrable Securities under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8If, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness fifth anniversary of the closing of the PIPE Financing, the Company files a registration statement with the U.S. Securities and Exchange Commission (the "Commission") pursuant to the Securities Act, or pursuant to any other act passed after the date of this Indenture, which filing provides for the sale of securities by the Company to the public, or files a Regulation A offering statement under the Securities Act, the Company shall offer to the Noteholders and the holders of any Investment Shares the opportunity to register or qualify the Investment Shares at the Company's sole expense, regardless of whether the Noteholders or holders of Investment Shares or both may have previously availed themselves of any of the registration rights described in this Section 10; provided, however, that in the case of a Regulation A offering, the opportunity to qualify shall be limited to the amount of the available exemption after taking into account the securities that the Company wishes to qualify. Notwithstanding anything to the contrary, this Section 10 shall not be applicable to a registration statement registering securities issued pursuant to an employee benefit plan or as to a transaction subject to Rule 145 promulgated under the Securities Act or for which a form S-4 registration statement could be used. The Company shall deliver written notice to the Noteholders and to any holders of the Investment Shares of its intention to file a registration statement or Regulation A offering statement under the Securities Act at least 60 days prior to the filing of such Registration Statement except registration statement or offering statement, and the Noteholders and holders of Investment Shares shall have 30 days thereafter to request in an underwritten writing that the Company register or qualify the Investment Shares in accordance with this Section 10. Upon the delivery of a written request within the specified time, the Company shall be obligated to include in its contemplated registration statement or offering where such Holder has previously committed statement all information necessary or advisable to register or qualify the Investment Shares for a public offering, if the Company does file the contemplated registration statement or offering statement; provided, however, that neither the delivery of the notice by the Company nor the delivery of a request by a Noteholder or holder of Investment Shares shall in any way obligate the Company to file a registration statement or offering statement. Furthermore, notwithstanding the filing of a registration statement or offering statement, the Company may, at any time prior to the underwriters effective date thereof, determine not to offer the securities to which the registration statement or offering statement relates, other than the Investment Shares. Notwithstanding the foregoing, if, as a qualification of any offering in any state or jurisdiction in which the Company (by vote of its Board of Directors) or any underwriter determines in good faith that it would participate wishes to offer securities registered in such the offering, it is required that offering expenses be allocated in a manner different than as provided in this Section 10, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions of this Section 10. If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise as part of its written notice to Noteholders and holders of Investment Shares given pursuant to this Section. In that event, the right of any Noteholder or holder of Investment Shares to registration pursuant to this Section 10 shall be conditioned upon the holder's participation in the underwriting, and the inclusion of Investment Shares in the underwriting shall be limited to the extent provided herein. All holders proposing to distribute their Investment Shares through the underwriting shall (together with the Company and the other holders who desire to distribute their shares through the underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected by the Company. Notwithstanding any other provision of this Section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may limit the amount of securities to be included in the registration and underwriting by the holders of Company securities exercising "piggy-back" registration rights (including the Noteholders and holders of Investment Shares). The Company shall so advise all holders, and the number of shares that may be included in the registration and underwriting shall be allocated among all of the holders desiring to have their shares registered, in proportion, as nearly as practicable, to the respective amounts of shares requested by each holder to be included in the registration, provided, however, that no holder of shares or other securities to be registered (other than one exercising a demand registration right) shall have superior rights with respect to inclusion in a registration than those of the Noteholders and holders of Investment Shares, and if any party is granted superior rights hereafter the Noteholder and each holder of Investment Shares shall be deemed to be automatically granted similar rights. The Company shall advise all Noteholders and holders of Investment Shares if any limitation in accordance with this Section is necessary and the number or Investment Shares that may be included in the registration. Any securities excluded or withdrawn from the underwriting shall not be transferred prior to one hundred twenty (120) days after the effective date of the registration statement relating thereto, or any shorter period of time the underwriters may require. The Company shall comply with the requirements of this Section 10 at its own expense. That expense shall include, but not be limited to, legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, and miscellaneous expenses directly related to the registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter's accountable and nonaccountable expense allowances attributable to the offer and sale of the Investment Shares, all of which expenses shall be borne by the holders of Investment Shares that are registered or qualified.

Piggy-Back Registration Rights. 10.1 (a) In the event that that, at any time subsequent to the Closing Date, the Company proposes registers its securities pursuant to register any Registrable Securities under the Securities Act 1933 Act, in connection with a public offering of its securities (other than a Registration Statement registration statement on Form S-4 or Form S-8, S-8 or any successor forms thereto, promulgated under the Securities Actsubsequent similar forms), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give advise the Holders Galt by written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten two (102) days before weeks prior to the anticipated date the Company anticipates filing date. Subject to Section 10.2any registration statement under the 1933 Act covering any securities of the Company and will upon the request of Galt, include in any such registration statement, such Holders shall have information as may be required to permit a public offering of the right (the “Piggy-Back Registration Right”) to request Registrable Shares; provided, however, that the Company use its reasonable best efforts shall not be required to cause all the include such Registrable Securities specified Shares in a written request by the Holders and delivered registration statement relating to the Company within ten (10) days after the giving of such Piggy-Back Notice an offering by the Company of securities for its own account if the managing underwriter shall have advised the Company in writing that the inclusion of such Registrable Shares will have a material adverse effect upon the ability of the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registrationsell securities for its own account. The Holders Company shall be entitled to request to include in such Registration Statement keep the registration statement current and effective for the holders for a number period of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to twelve months from the effective date of such registration statement or until such earlier date as all of the Registration Statement filed registered Registrable Shares shall have been sold, subject to the last sentence in this Section 7(a). In connection with such registration, if requested by the managing underwriter or placement agent as a condition to the inclusion of the Registrable Shares in the registration statement, the holders shall agree not to sell or otherwise distribute the Registrable Shares pursuant to the registration statement for such period not to exceed six months (the “lock-up period”) as the managing underwriter shall request, in which event the Company determines for any reason not shall keep the registration statement current and effective until the expiration of twelve months from the end of the lock-up period or such earlier date as all of the registered Registrable Shares shall have been sold. If the Company is eligible to proceed with register the proposed registrationRegistrable Shares on a Form S-3 or similar short-form registration statement, the Company may at its election give written notice shall use such form and shall keep the registration statement current and effective until all of such determination to the Holders and thereupon Registrable Shares shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringhave been sold.

Piggy-Back Registration Rights. 10.1 In the event that the Company proposes to register any Registrable Securities file (for its own offer and sale or offer and sale by selling security holders) a registration statement under the Securities Act at any time before the Expiration Date with respect to any class of security (other than in connection with an exchange offer, a Registration Statement non-cash offer or a registration statement on Form S-4 or Form S-8, S-8 or any successor forms thereto, promulgated under registration statement form) which becomes or which should be expected to become effective at any time after the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) Initiation Date then the Company shall in each case give written notice of such proposed filing to the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration Warrants and Warrant Shares at least ten (10) 30 days before the anticipated proposed filing date. Subject date and such notice shall offer to Section 10.2, such Holders shall have the right (opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered opinion of counsel to the Company reasonably acceptable to any such holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Warrants and/or Warrant Shares in the manner proposed by such Holders. The Company shall not be obligated to honor any such request to register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company shall not be obligated to honor any request to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this SECTION 13.2 within ten (10) 20 days after the giving Company has given notice to the Holders of such Piggy-Back Notice by the filing. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "PIGGY-BACK SHARES") to include such registration Piggy-back Shares in the proposed offering on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled applicable to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as securities of the date Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Piggy-Back Notice back Shares requested to be included in the registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request provided that no such delay shall be required as to Piggy-back Shares if any securities of the Company are included in such registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post-effective amendments or separate registration statement, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("PIGGY-BACK TERMINATION DATE"); PROVIDED, HOWEVER, that if at the Company’s optionPiggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or is required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. The Company shall be obligated pursuant to this SECTION 13.2 to include in the date registration Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Registration Statement is filed) and (y) Holder of Warrants submits an undertaking to the ratio of (i) Company that such Holder intends to exercise Warrants representing the number of shares of Common Stock proposed Warrant Shares to be included in such Registration Statement that are owned, directly or indirectly, by registration prior to the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as consummation of the date offering made pursuant thereto. In addition, such Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares. If the Company decides not to proceed with a registration and offering in which Piggy-back Shares are included, the Company has no obligation to proceed with the offering of the Piggy-Back Notice (or at back Shares, unless the Company’s option, as Holders of the date such Registration Statement is filed). If at any time after giving written notice Warrants and/or Warrant Shares otherwise comply with the provisions of its intention to register any Registrable Securities and prior SECTION 13.1 hereof (without regard to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give 60 days' written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringrequest required thereby).

Piggy-Back Registration Rights. 10.1 In (a) If the event that Company, at any time on or before the Company fifth anniversary of the Base Date, proposes to register any Registrable Securities of its securities under the Securities Act (other than in connection with a Registration Statement registration on Form S-4 S-8 or Form S-8, comparable forms used by foreign private issuers or any successor forms theretoforms) whether through a post-effective amendment or new registration statement, promulgated under the Securities Act), and for its own account or for the account of TopCo Parent (any holder or the Apollo Funds if such Apollo Funds are direct holders of Common Stockits shares other than Registrable Securities (any shares of such holder or holders (but not those of the Company and not Registrable Securities) with respect to any registration are referred to herein as, “Other Shares”), the Company shall each such time give prompt (but not less than thirty (30) business days prior to the Holders anticipated filing thereof) written notice (to the “Piggy-Back Notice”) holders of Registrable Securities of its intention to effect do so. Upon the written request of any such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the holder of Registrable Securities specified in a written request by the Holders and delivered to the Company made within ten twenty (1020) days after the giving receipt of any such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as notice (which request shall specify the Registrable Securities otherwise being sold intended to be disposed of by such holder), except as set forth in such registration. The Holders shall be entitled Section 8.3(b), the Company will use its best efforts to request to include in such Registration Statement a number effect the registration under the Securities Act of all of the Registrable Securities equal which the Company has been so requested to register by such holder, to the product of (x) extent requisite to permit the aggregate number of shares of Common Stock owned by such Holder as disposition of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed Registrable Securities so to be included in such Registration Statement that are owned, directly or indirectlyregistered, by inclusion of such Registrable Securities in the Apollo Funds registration statement which covers the securities which the Company proposes to (ii) the aggregate number of shares of Common Stock ownedregister; provided, directly or indirectlyhowever, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s optionif, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company determines shall determine for any reason in its sole discretion either to not register, to proceed with the proposed registrationdelay or to withdraw registration of such securities, the Company may may, at its election election, give written notice of such determination to such holder and, thereupon, (i) in the Holders and thereupon case of a determination not to register, 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 in connection therewith), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2, (ii) in the case of a determination to delay registration. A Holder , shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities (including the Other Shares), without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2 and (iii) in the case of a determination to withdraw registration, shall be permitted to withdraw all or part registration, without prejudice, however, to the rights of the holders of Registrable Securities entitled to request that such registration be effected as a registration under Section 8.2. No registration effected under this Section 8.3 shall relieve the Company of its obligation to effect any registration upon request under Section 8.2, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 8.2. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering8.3.

Piggy-Back Registration Rights. 10.1 In If at any time there is not an effective Registration Statement covering the event that Registrable Securities, and the Company proposes shall determine to register any Registrable Securities under prepare and file with the Securities Act (other than SEC a Registration Statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities, other than on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act)0000 Xxx) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) then the Company shall give send to the Holders Investors a written notice (the “Piggy-Back Notice”) of its intention to effect such a registration determination at least ten twenty (1020) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered prior to the Company within ten (10) days after the giving filing of any such Piggy-Back Notice by the Company to be included in such registration on the same terms Registration Statement and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to automatically include in such Registration Statement a number of all Registrable Securities equal for resale and offer on a continuous basis pursuant to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s optionRule 415; provided, as of the date such Registration Statement is filed) and (y) the ratio of however, that (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are ownedif, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed such registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall will be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall , (ii) in case of a determination by the Company to delay registration of its securities, the Company will be permitted to withdraw all or part delay the registration of its Registrable Securities from a registration pursuant for the same period as the delay in registering such other securities, (iii) each Investor is subject to confidentiality obligations with respect to any information gained in this Section 10.1 at process or any time prior other material non-public information he, she or it obtains, (iv) each Investor is subject to all applicable laws relating to xxxxxxx xxxxxxx or similar restrictions; and (v) if all of the effectiveness Registrable Securities of the Investors cannot be so included due to Rule 415, then the Company may reduce the number of the Investors’ Registrable Securities covered by such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it maximum number which would participate enable the Company to conduct such offering in such offering.accordance with the provisions of Rule 415. The Company shall cause any Registration Statement filed under Section 2(a) of this Agreement0 to be declared effective under the 1933 Act as promptly as possible after the filing

Piggy-Back Registration Rights. 10.1 In The Company hereby agrees that if at any time before the event that New Shares may be sold by the Company proposes Investors pursuant to register any Registrable Securities Rule 144(k) promulgated under the Securities Act (Act, there is not an effective registration statement covering all of the New Shares and the Company shall determine to prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act, of any of its equity securities, other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act)) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) then the Company shall give send to DK (on behalf of the Holders Investors) written notice of such determination and, if within fifteen (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (1015) days before of DK’s receipt of such notice, Investors holding an aggregate of in excess of 50% of the anticipated filing date. Subject to Section 10.2New Shares so request in writing that their New Shares be included in such registration statement, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause shall include in such registration statement all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving or any part of such Piggy-Back Notice New Shares not otherwise subject to an effective registration statement and requested by DK on behalf of the Company Investors to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal statement, to the product extent the Company may do so without violating registration rights of (x) the aggregate number of shares of Common Stock owned by such Holder others which exist as of the date of this Agreement, subject to customary underwriter cutbacks applicable to all holders of registration rights and subject to the Piggy-Back Notice (or at Investors’ delivery to the Company’s optionCompany of all customary representations, as waivers and indemnities applicable to selling stockholders in a registration statement. For avoidance of doubt, the date such Registration Statement is filed) and (y) registration rights provided to the ratio of (i) Investors hereunder will rank pari passu with the number of shares of Common Stock proposed registration rights to be included in such Registration Statement that are owned, directly or indirectly, provided by the Apollo Funds Company to (ii) Laurus in respect to the aggregate number of shares of Common Stock owned, directly or indirectly, Laurus New Shares to be issued by the Apollo Funds that are outstanding Company as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this contemplated by Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering7 hereof.

Piggy-Back Registration Rights. 10.1 In the event that the Company proposes Whenever Acquiror shall propose ------------------------------ to register any Registrable Securities file a Registration Statement under the Securities Act relating to the public offering of Media Stock for cash (other than pursuant to a Registration Statement on Form S-4 or Form S-8, S-8 or any successor forms thereto, promulgated under the Securities Act), or filed in connection with an exchange offer or an offering of securities solely to existing stockholders or employees of Acquiror and other than pursuant to a Registration Statement filed in connection with an offering by Acquiror of securities convertible into or exchangeable for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Media Stock) the Company for sale for its own account, Acquiror shall (i) give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten fifteen Business Days prior to the filing thereof to each Holder then outstanding, specifying the approximate date on which Acquiror proposes to file such Registration Statement and the intended method of distribution in connection therewith, and advising such Holder of such Holder's right to have any or all of the Registrable Securities then held by such Holder included among the securities to be covered thereby and (10ii) days before at the anticipated written request of any such Holder given to Acquiror at least two Business Days prior to the proposed filing date, include among the securities covered by such Registration Statement the number of Registrable Securities that such Holder shall have requested be so included. Subject to reduction in accordance with paragraph (b) of this Section 10.23, such Holders Acquiror shall have cause the right (the “Piggy-Back Registration Right”) Statement to request that the Company use its reasonable best efforts to cause all include the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company requested to be included in the Registration Statement for such registration offering in the case of Registrable Securities which are Media Stock, on the same terms and conditions as the Registrable Securities otherwise being sold shares of Media Stock included therein and in such registration. The Holders shall be entitled to request to include in such Registration Statement a number the case of Registrable Securities equal to which are Series D Preferred Stock, on terms which would not conflict or interfere with in any material respect (including, without limitation, adversely affect the product of (xpricing of) the aggregate number offering by Acquiror of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringMedia Stock.

Piggy-Back Registration Rights. 10.1 In From and after the event that Signing Closing Date and until eighteen (18) months after the Signing Closing Date, if the Company contemplates making an offering of Common Stock (or other equity securities convertible into or exchangeable for Common Stock) registered for sale under the Securities Act or proposes to file a Registration Statement covering any of its securities, the Company shall at each such time give prompt written notice to Buyer of its intention to do so and of the registration rights granted under this Agreement. Upon the written request of Buyer made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Buyer and the intended method of disposition thereof), the Company shall, at its sole cost and expense, use its best efforts to effect the registration of all Registrable Securities which the Company has been so requested to register by Buyer, to the extent requisite to permit the disposition (in accordance with the intended methods of disposition) of the Registrable Securities by Buyer, by inclusion of such Registrable Securities in the Registration Statement which covers the securities which the Company proposes to register; provided, that if the Company is unable to register any the full amount of Registrable Securities in an “at the market offering” under SEC rules and regulations due to the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under high percentage of the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Company’s Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all Stock the Registrable Securities specified represents (giving effect to all other securities being registered in the Registration Statement), then the Company may reduce, on a written request by pro rata basis, the Holders and delivered amount of Registrable Securities subject to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement to a lesser amount which equals the maximum number of Registrable Securities equal that the Company is permitted to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or register in an “at the Company’s optionmarket offering”; and provided, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement further, that are ownedif, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines shall determine for any reason either not to proceed with the proposed registrationregister or to delay registration of such Registrable Securities, the Company may may, at its election election, give written notice of such determination to Buyer and, thereupon, (i) in the Holders and thereupon case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder registration (but not from its obligation to pay the expenses of registration in connection therewith), and (ii) in the case of a determination to delay registering such Registrable Securities, shall be permitted to withdraw delay registering any Registrable Securities, for the same period as the delay in registering such other securities. If Buyer shall have transferred all or part of its Registrable Securities from a registration pursuant to Securities, then for purposes of this Section 10.1 at any time prior to Section, the effectiveness of term “Buyer” shall reference Buyer and/or such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringtransferee(s).

Piggy-Back Registration Rights. 10.1 In If at any time before the event date that all of the Company proposes Securities (a) can be sold publicly under Rule 144 without the requirement to register any Registrable be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, or (b) have been sold by the Holder, there is not an effective registration statement covering all of the Securities and PeopleString shall determine to prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities 1933 Act (of any of its equity securities, other than a Registration Statement on Form For S-4 or Form S-8, or any successor forms thereto, S-8 (each promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then PeopleString shall send to the Holder if it is not eligible to sell all of the Securities without restriction pursuant to Rule 144 and without the requirement for PeopleString to be in compliance with Rule 144(c)(1), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2determination and if, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving receipt of such Piggy-Back Notice notice, the Holder shall so request in writing, PeopleString shall include in such registration statement all or any part of the Securities the Holder requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of PeopleString securities which may be included in the registration statement because, in such underwriter(s) judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, PeopleString shall be obligated to include in such registration statement only such limited portion of the Securities with respect to which the Holder has requested inclusion hereunder as the underwriter shall permit; provided, however, that (i) PeopleString shall not exclude any Securities unless PeopleString has first excluded all outstanding securities, the holders of which are not contractually entitled to inclusion of such securities in such registration statement or are not contractually entitled to pro rata inclusion with the Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Securities shall be made pro rata among the Holder and the holders of other securities having the contractual right to inclusion of their securities in such registration statement by reason of registration rights, in proportion to the number of Securities or other securities sought to be included by the Company Holder and other holders. If an offering in connection with which the Holder in entitled to be registration under this letter agreement is an underwritten offering, then the Holder whose Securities are included in such registration statement shall, unless otherwise agreed by PeopleString, offer and sell such Securities in an underwritten offering using the same underwriter or underwriters and on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be other PeopleString securities included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to PeopleString and the underwriters that it would participate in such offering.underwriter or underwriters. Xxxx X. Xxxxxxx March 16, 2011 Best Regards, Xxxxx Xxxxx Chief Executive Officer. Accepted and Agreed: Cougar Trading, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Managing Member

Piggy-Back Registration Rights. 10.1 In If at any time after the event that date hereof, the Company proposes shall determine to register any Registrable Securities under prepare and file with the Securities Act (other than Commission a Registration Statement relating to an offering for its own account or the account of others of any of its equity securities, 30 other than on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act), for the account or their then equivalents, relating to equity securities to be issued solely in connection with any acquisition of TopCo Parent (any entity or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall give the Holders send a written notice of such determination to each Purchaser and, if within ten calendar days after the date of delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Underlying Shares as the Purchaser requests to be registered so long as such Underlying Shares are proposed to be disposed in the same manner as those securities set forth in the Registration Statement; provided, however, if the offering is an underwritten offering and was initiated by the Company or at the request of a shareholder, and if the managing underwriters advise the Company that the inclusion of Underlying Shares requested to be included in the Registration Statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an "Adverse Effect"), then the “Piggy-Back Notice”Company shall be required to include in such Registration Statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (a) first, the securities of its intention the Company and (b) second, the shares, including the Underlying Shares, of all shareholders, on a pro rata basis, requesting registration and whose shares the Company is obligated by contract to effect such a registration at least ten (10) days before include in the anticipated filing date. Subject Registration Statement; provided, further, however, to Section 10.2the extent that all of the Underlying Shares are not included in the initial Registration Statement, such Holders the Purchaser shall have the right (the “Piggy-Back Registration Right”) to request that the Company use inclusion of its reasonable best efforts to cause Underlying Shares in subsequent Registration Statements until all such Underlying Shares have been registered in accordance with the Registrable Securities specified terms hereof. If the offering in which the Underlying Shares is being included in a written request Registration Statement is a firm commitment underwritten offering, unless otherwise agreed by the Holders and delivered Company, the Purchaser shall sell its Underlying Shares in such offering using the same underwriters and, subject to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration provisions hereof, on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of other shares of Common Stock owned that are included in such underwritten offering. The Company shall use its best efforts to cause any Registration Statement to be declared effective by such Holder the Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Underlying Shares subject thereto have been sold. All fees and expenses incident to the performance of or compliance with this Section 4.18 by the Company shall be borne by the Company whether or not any Underlying Shares are sold pursuant to the Registration Statement. The Company shall indemnify and hold harmless the Purchaser, the officers, directors, members, partners, agents, brokers, investment advisors and employees of each of them, each person who controls the Purchaser (within the meaning of Section 15 of the date Securities Act or Section 20 of the Piggy-Back Notice Exchange Act), and the officers, directors, members, shareholders, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (or at including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the Company’s option“Losses”), as incurred, arising out of the date such Registration Statement is filed) and (y) the ratio of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the number Registration Statement, any prospectus included therein or any form of shares prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of Common Stock proposed or relating to any omission or alleged omission of a material fact required to be included stated therein or necessary to make the statements therein (in such Registration Statement that are ownedthe case of any prospectus or form of prospectus or supplement thereto, directly in light of the circumstances under which they were made) not misleading or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly any violation or indirectly, alleged violation by the Apollo Funds that are outstanding as Company of the date of Securities Act, the Piggy-Back Notice (Exchange Act or at the Company’s optionany state securities law, as of the date such Registration Statement is filed). If at or any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed rule or regulation thereunder, in connection with the performance of its obligations under this Section 4.18, except to the extent, but only to the extent, that such registration, untrue statements or omissions referred to in (i) above are based solely upon information regarding the Purchaser furnished in writing to the Company determines by the Purchaser expressly for any reason not to proceed with the proposed registrationuse therein, the Company may at its election give written notice of such determination or to the Holders extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Underlying Shares and thereupon was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto. The rights of the Purchaser under this Section 4.18 shall be relieved survive until all have been either registered under a Registration Statement or been sold pursuant to an exemption to the registration requirements of its obligation to register any Registrable the Securities in connection with such registrationAct. A Holder The Company shall be permitted to withdraw all or part of its Registrable Securities from a registration have no obligations pursuant to this Section 10.1 at any 4.18 after such time prior that the Underlying Shares are not subject to the effectiveness of current public information requirement under Rule 144 and that are eligible for resale without volume or manner-of-sale restrictions without current public information pursuant to Rule 144 promulgated by the Commission pursuant to a written opinion letter to such Registration Statement except in an underwritten offering where such Holder has previously committed effect, addressed, delivered and acceptable to the underwriters that it would participate in such offeringTransfer Agent and the affected Purchasers.

Piggy-Back Registration Rights. 10.1 In At any time the event that Conversion Shares, Warrants or Warrant Shares (collectively, the “Registerable Securities”) are owned by a Purchaser and there is not an effective registration statement covering all of the Registerable Securities, and if the Company proposes shall determine to register any Registrable Securities prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act (Act, of any of its equity securities, other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act)) or their then equivalents (the “Registration Statement”) 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, for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) then the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention deliver to effect such each Purchaser a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registerable Securities such Purchaser requests to be registered; provided, however, that Registerable Securities may be reduced on a pro rata basis with such other securities being registered on the applicable registration statement if and to the Holders and thereupon extent that the underwriter(s) associated with the offering which is the subject of the Registration Statement believes, in good faith, that the inclusion of such Registerable Securities will have an adverse effect on the sale of the securities for which such registration statement was filed. The Company shall not be relieved of its obligation required to register any Registrable Registerable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior 6.2 that are eligible for resale pursuant to Rule 144 promulgated by the SEC pursuant to the effectiveness Act or that are the subject of a then effective registration statement; provided, that the Borrower’s counsel renders an opinion letter as such Registration Statement except in an underwritten offering where favor of the Purchaser at Borrower’s expense. If any SEC guidance or FINRA regulation sets forth a limitation on the number of securities permitted to be registered on a particular registration statement (and notwithstanding that the Company used diligent efforts to advocate with the SEC or such Holder has previously committed other applicable regulatory authority for the registration of all or a greater portion of Registerable Securities), the number of Registerable Securities to be registered on such registration statement will be reduced on a pro rata basis with such other securities being registered on the underwriters that it would participate in such offeringapplicable registration statement.

Piggy-Back Registration Rights. 10.1 In the event that If the Company proposes to register file a registration statement under the 1933 Act, covering securities of the Company, whether for the Company's own account or for the account of selling security holders (other than a registration statement relating to an acquisition or merger or a registration statement on Form S-4 or S-8 or subsequent similar forms or pursuant to a registration under Section 3.2(b)), it shall advise the Holder and/or the holders of any Registrable Securities Shares issuable or issued upon the exercise in whole or in part of this Warrant (the "Warrant Shares") (each such Holder or holder of Warrant Shares being referred to herein as a "holder") by written notice at least thirty (30) calendar days prior to the filing of such registration statement and will upon the request of any such holder given within fifteen (15) calendar days after the receipt of any such notice (which request shall include the number of Shares intended to be disposed of by such holder) use its best efforts to effect the registration under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request all Warrant Shares that the Company use its reasonable best efforts has been requested to cause all so register and to include in any such registration statement such information as may be required to permit a public offering of the Registrable Securities specified Warrant Shares. The Company is not required to include such Warrant Shares in a written request by registration statement relating to an offering of securities if the Holders and delivered to managing underwriter has advised the Company within ten (10) days after that the giving inclusion of such Piggy-Back Notice Warrant Shares should be limited due to market conditions, then the number of Shares determined by the Company such underwriter to be the maximum number capable of being included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder allocated as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of follows: (i) first, to the number of shares of Common Stock proposed Shares (if any) sought to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to Company; (ii) second, to the aggregate number of shares of Common Stock owned, directly or indirectly, Shares sought to be included by the Apollo Funds that are outstanding as holders of the Warrant Shares pro rata to the numbers of Shares sought to be registered by each such holder; and (iii) last, to the Shares sought to be included by any other securities holders. The Company shall keep any such registration statement current for a period of nine months from the effective date of the Piggy-Back Notice (such registration statement or at the Company’s option, until such earlier date as all of the date registered Warrant Shares have been sold. In connection with such Registration Statement is filed). If registration, the holders will execute and deliver such customary underwriting documents as are requested by the managing underwriter as a condition to the inclusion of the Warrant Shares in the registration statement, provided, however, that if, at any time after giving written notice of its intention to register any Registrable Securities securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registration, the Company determines shall determine for any reason not to proceed with the proposed registrationregister such securities, the Company may may, at its election election, give written notice of such determination to the Holders each holder who made a request as above provided and thereupon the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringsecurities.

Piggy-Back Registration Rights. 10.1 In the event that the Company’s shares of Common Stock have not commenced trading on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (120) days after the Closing Date and, thereafter, the Company proposes determines to register any Registrable Securities file a registration statement under the Securities Act to register the offer and sale, by the Company, of Common Stock (other than a Registration Statement (i) on Form S-4 or Form S-8, S-8 under the Securities Act or any successor forms thereto, promulgated under the Securities Act), for the account thereto or (ii) a registration of TopCo Parent (securities solely relating to an offering and sale to employees or the Apollo Funds if such Apollo Funds are direct holders directors of Common Stock) the Company shall give the Holders written notice pursuant to any employee stock plan or other employee benefit plan arrangement) (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration RightStatement”), the Company shall, as soon as reasonably practicable, give written notice to the holders of the Notes and/or the Warrants of its intention to so register the offer and sale of Common Stock and, upon the written request, given within three (3) Business Days after delivery of any such notice by the Company, of any such holder’s right to include in such registration the Conversion Shares and/or the Warrant Shares (collectively, the “Registrable Securities”) to (which request that shall specify the Company use its reasonable best efforts to cause all the number of Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company proposed to be included in such registration registration), the Company shall cause all such Registrable Securities to be included in such Registration Statement on the same terms and conditions as the Registrable Securities Common Stock otherwise being sold in pursuant to such registration. The Holders registered offering, which shall be entitled provided to request holders electing to include in any Registrable Securities at least one (1) Business Day prior to filing such Registration Statement a number of with the Commission. The Company shall cause such Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration Statement on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration Statement that are owned, directly involves an underwriter or indirectly, by underwriters shall enter into an underwriting agreement in customary form with the Apollo Funds underwriter or underwriters selected for the sale of securities pursuant to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the such Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringStatement.

Piggy-Back Registration Rights. 10.1 In the event that the Company proposes to register any Registrable Securities under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offering.. 10.2 If the registration of which the Company gives notice is for a registered public underwritten offering, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 10. In such event, the right of each of the Holders to registration pursuant to this Section 10 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering to the extent provided herein. The Holders whose Registrable Securities are to be included in such registration shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for the underwritten offering by the Company; provided that such Holder will not be required to make any representations or warranties to the Company or to the underwriters (other than customary representations and warranties regarding such Holder, such Holder’s ownership of Registrable Securities to be sold in such underwritten offering, and such Holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or to the underwriters with respect thereto (other than as provided in Section 10.7). Notwithstanding any other provision of this Section 10, if the managing underwriter or underwriters determine that the inclusion of some or all of the Registrable Securities proposed to be included in the registration 21 and the underwritten offering would adversely affect the successful marketing (including pricing) of the offering, then the Company shall include in such Registration Statement only such number of Registrable Securities as the Company has been advised can be sold in such offering without such adverse effect, to be allocated in the following manner: (i) first, one hundred percent (100%) of the Registrable Securities the Company proposes to sell, (ii) second, the number of Registrable Securities which the Apollo Funds, TopCo Parent and each Holder holding Registrable Securities requested to be included in such offering, pro rata amongst the Apollo Funds, TopCo Parent and each Holder holding Registrable Securities based on the number of Registrable Securities that each of them shall have so requested to be included in such offering, and (iii) third, the number of Registrable Securities requested to be included in such offering by any other Persons, pro rata among such Persons based upon the number of Registrable Securities which all such Persons requested to be included in such offering; provided, that in the event such offering is a Qualified Public Offering and the managing underwriter or underwriters determine that the inclusion of some or all of the Registrable Securities proposed to be included in the registration and the underwritten offering would adversely affect the successful marketing (including pricing) of the offering, then the managing underwriter or underwriters shall include in such Registration Statement only such number of Registrable Securities as the Company has been advised can be sold in such offering without such adverse effect, to be allocated in the discretion of the managing underwriter or underwriters. If any Holder disapproves of the terms of any such underwritten offering, it may elect to withdraw therefrom by written notice to the Company and the managing underwriter or underwriters prior to the commencement of such underwritten offering. Any Registrable Securities excluded or withdrawn from any such underwritten offering also shall be excluded or withdrawn from the related registration. 10.3 In the event that any Holder requests inclusion in a registration pursuant to this Section 10 in connection with a distribution of Registrable Securities to its partners, members or other equity holders, the registration shall provide for a resale by such partners, members or other equity holders, as applicable, if requested by such Holder; provided, that, in each case, such Holder shall cause its partners, members or other equity holders, as applicable, to be bound by and comply with this Section 10. Each of the Holders holding Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance referred to in this Section 10. The Company shall afford any Holder holding Registrable Securities included in any registration that, in the judgment of such Holder, might be deemed to be an underwriter or a “controlling person” (within the meaning of Section 15 of the Securities Act or Section 20 of the 0000 Xxx) of the Company to participate in the Registration Statement with respect to such registration and to include language in such Registration Statement that, in the reasonable judgment of such Holder and its legal counsel, should be included therein. 10.4 Notwithstanding anything contained herein to the contrary, the Company shall have the right to require the Holders to suspend offers and sales of Registrable Securities included on any Registration Statement filed whenever, and for so long as, in the judgment of the Company either (A) an event has occurred which makes any statement made in such Registration Statement or related prospectus or document incorporated therein or deemed to be incorporated therein by reference untrue in any material respect or which requires the making of any changes in such Registration Statement or prospectus so that it will not contain any 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; or (B) it is advisable to suspend use of the Registration Statement and prospectus due to pending corporate developments or public 22 filings with the Securities and Exchange Commission or similar events; provided, however, that the aggregate number of days included in any such suspension period shall not exceed one hundred and eighty (180) days in any twelve (12) month period. 10.5 In connection with any registration of Registrable Securities under the Securities Act (including any registration pursuant to this Section 10) for sale to the public, each Holder agrees (i) not to sell, make any short sale of, grant any option for the purchase of, or otherwise make a Disposition of, any Registrable Securities (in each case, other than as part of such offering) without the prior written consent of the Company during a period designated in writing by the Company to each Holder that shall begin no more than ten (10) days prior to the effectiveness of the Registration Statement under which such public offering shall be made and continuing for no more than ninety (90) days (or one hundred eighty (180) days in the case of the initial public offering) after the effective date of such Registration Statement and (ii) to enter into a “lock-up” agreement on customary terms if requested by the underwriter(s) of such offering; provided, that such agreement shall not restrict the selling of any Registrable Security for more than ninety (90) days (or one hundred eighty (180) days in the case of the initial public offering) after the effective date of such Registration Statement. 10.6 The Company shall pay all expenses in connection with each registration of Registrable Securities requested pursuant to this Section 10 and other expenses incidental to the Company’s performance of, or compliance with, this Section 10; provided, (A) the Company only shall pay reasonable fees and expenses of one firm of counsel for the Holders whose Registrable Securities are to be included in a registration (which shall be selected by the Holders holding a majority of the Registrable Securities being included in any particular Registration Statement) and (B) that each Holder shall pay its portion of all applicable underwriting fees, discounts and similar charges, if any, relating to the sale of its Registrable Securities included in any Registration Statement pursuant to this Section 10. 10.7

Piggy-Back Registration Rights. 10.1 In At any time following the event date hereof that the Warrants or Warrant Shares, rights represented by this Warrant together with shares issuable on exercise of rights (collectively, the “Registrable Securities”) are owned by the Holder (which shall include its transferees, assignees or other successors in interest) and there is not an effective registration statement covering all of the Registrable Securities, and if the Company proposes shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Act, of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Act) or their then equivalents (the “Registration Statement”) 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 Holder a written notice of such determination and automatically, and without any further request from the Holder of Registrable Securities include in such registration statement all of such Registrable Securities unless and to the extent that, such Holder requests otherwise in writing; provided, however, that Registrable Securities may be reduced on a pro rata basis with such other securities being registered on the applicable registration statement if and to the extent that the underwriter(s) associated with the offering which is the subject of the Registration Statement believes, in good faith, that the inclusion of such Registrable Securities will have an adverse effect on the sale of the securities for which such registration statement was filed. The Company shall not be required to register any Registrable Securities under pursuant to this Section 6(a) that have been sold pursuant to Rule 144 promulgated by the Securities SEC pursuant to the Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) and the Company shall give have caused its counsel to render an opinion letter as such in favor of the Holders written notice Holder that such resales were in compliance with Rule 144 at Company’s expense and the Company indemnifies the Holder with respect to reliance on such opinion) or that are the subject of a then effective registration statement. If any SEC guidance or FINRA regulation sets forth a limitation on the number of securities permitted to be registered on a particular registration statement (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request and notwithstanding that the Company use its reasonable best used diligent efforts to cause advocate with the SEC or such other applicable regulatory authority for the registration of all or a greater portion of Registrable Securities), the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock proposed to be included in registered on such Registration Statement that are owned, directly or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection registration statement will be reduced on a pro rata basis with such registration, other securities being registered on the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a applicable registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringstatement.

Piggy-Back Registration Rights. 10.1 (a) If during the Registration Period (as defined herein) the Company proposes or is required to file with the SEC a registration statement (the "Piggy-Back Registration Statement") under the Securities Act in connection with an Underwritten Offering of Common Stock (other than a registration statement that does not permit the inclusion therein of the Warrant Shares), the Company will each such time give prompt written notice of its intention to do so to each Holder. Upon the written request of any Holder given within 10 days after the delivery or mailing of such notice from the Company, the Company will use commercially reasonable efforts to include in such Piggy-Back Registration Statement that number of the Warrant Shares specified by Holder in such written request (subject to the limitations set forth in this Section 11(a) and in Section 11(b) below) (the "Requested Shares") so as to permit the public sale of such Requested Shares, provided that if the managing underwriter or underwriters advise the Company that marketing factors require a limit on the number of shares to be underwritten, the Company may (subject to the limitations set forth below) exclude all Requested Shares from, or limit the number of Requested Shares to be included in, the Piggy-Back Registration Statement and underwriting. In such event, the event Company shall so advise each requesting Holder, and the number of Requested Shares and other shares ("Other Shares") requested to be included in such Piggy-Back Registration Statement and underwriting by other persons or entities that are then stockholders of the Company ("Other Holders"), after providing for all shares that the Company proposes to register any Registrable Securities under offer and sell for its own account, shall be allocated among the Securities Act (other than a Registration Statement on Form S-4 or Form S-8, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company shall give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration at least ten (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Requesting Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration Other Holders pro rata on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio basis of (i) the number of shares of Common Stock proposed to be included in such Registration Statement that are owned, directly or indirectly, Requested Shares then held by the Apollo Funds to requesting Holders and (ii) the aggregate number of shares of Common Stock owned, directly or indirectly, Other Shares then held by the Apollo Funds that are outstanding as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringOther Holders.

Piggy-Back Registration Rights. 10.1 In If at any time after the event that the Company proposes date hereof, Bay Peak shall determine to register any Registrable Securities for its own account or the account of others under the Securities Act (including pursuant a demand for registration of any stockholder of Bay Peak) any of its equity securities, other than a Registration Statement on Form S-4 or Form S-8S-8 or their then equivalents relating to shares of common stock to be issued solely in connection with any acquisition of any entity or business or shares of common stock issuable in connection with stock option or other employee benefit plans, or any successor forms thereto, promulgated under the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) the Company it shall give the Holders written notice send to Bay Peak and VCC (the “Piggy-Back NoticeExisting Shareholders”) written notice of its intention to effect such a registration at least ten determination and, if within twenty (10) days before the anticipated filing date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (1020) days after the giving receipt of such Piggy-Back Notice by the Company to be included notice, any Existing Shareholder shall so request in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders writing, Bay Peak shall be entitled to request use its best efforts to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as registration statement all or any part of the date shares such Existing Shareholder requests to be registered (the “Registrable Shares”), except that if, in connection with a public offering of Bay Peak, the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) managing underwriter shall impose a limitation on the number of shares of Common Stock proposed to such common stock which may be included in the registration statement because, in its judgment, such Registration Statement that limitation is necessary to effect an orderly public distribution, then Bay Peak shall be obligated to include in such registration statement only such limited portion of the Registrable Shares with respect to which such Existing Shareholder has requested inclusion hereunder on a pro rata basis. Shares of common stock which are ownedRegistrable Shares shall cease to be Registrable Shares upon the consummation of any sale pursuant to a registration statement or Rule 144 under the Securities Act or once such shares become eligible for resale pursuant to Rule 144(k). Bay Peak will use its best efforts to keep effective any registration or qualification contemplated by this Section 6.12 and shall from time to time amend or supplement each applicable registration statement, directly or indirectlypreliminary prospectus, final prospectus, application, document and communication until such time as all of the shares held by the Apollo Funds Existing Shareholders may be sold without volume restrictions pursuant to (ii) the aggregate number of shares of Common Stock ownedRule 144, directly or indirectly, in each case as determined by the Apollo Funds that are outstanding counsel to Bay Peak pursuant to a written opinion letter to such effect, addressed and acceptable to Bay Peak’s transfer agent. Bay Peak will also provide each Existing Shareholder with as many copies of the date of the Piggy-Back Notice (or at the Company’s option, prospectus contained in any such registration statement as of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company it may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration pursuant to this Section 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringreasonably request.

Piggy-Back Registration Rights. 10.1 In The Company covenants and agrees with the Holders and any subsequent Holders of the Warrants and/or Warrant Shares that in the event that the Company proposes to register any Registrable Securities file a registration statement under the Securities Act with respect to any class of security (other than in connection with an exchange offer, a Registration Statement non-cash offer or a registration statement on Form S-4 or Form S-8, S-8 or other unsuitable registration statement form) which becomes or which the Company believes will become effective at any successor forms thereto, promulgated under time after the Securities Act), for the account of TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) Initiation Date then the Company shall in each case give written notice of such proposed filing to the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such a registration Warrants and Warrant Shares at least ten (10) 30 days before the anticipated proposed filing date. Subject date and such notice shall offer to Section 10.2, such Holders shall have the right (opportunity to include in such registration statement such number of Warrant Shares as they may request, unless, in the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered opinion of counsel to the Company reasonably acceptable to any such holder of Warrants or Warrant Shares who wishes to have Warrant Shares included in such registration statement, registration under the Act is not required for the transfer of such Warrant Shares in the manner proposed by such Holders. The Company shall not honor any such request to register any such Warrant Shares if the request is received later than six (6) years from the Effective Date, and the Company shall not be required to honor any request (a) to register any such Warrant Shares if the Company is not notified in writing of any such request pursuant to this Section 15.2 within ten (10) at least 20 days after the giving Company has given notice to the Holders of such Piggy-Back Notice by the filing, or (b) to register Warrant Shares that represent in the aggregate fewer than 50% of the aggregate number of Warrant Shares. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the Holders of Warrant Shares requested to be included in the registration (the "Piggy-back Shares ") to include such registration Piggy-back Shares in the proposed offering on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled applicable to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of shares of Common Stock owned by such Holder as securities of the date Company included therein or as applicable to securities of any person other than the Company and the Holders of Piggy-back Shares if the securities of any such person are included therein. Notwithstanding the foregoing, if any such managing underwriter shall advise the Company in writing that it believes that the distribution of all or a portion of the Piggy-Back Notice back Shares requested to be included in the registration statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company for its own account, then the Holders of such Piggy-back Shares shall delay their offering and sale of Piggyback Shares (or the portion thereof so designated by such managing underwriter) for such period, not to exceed 120 days, as the managing underwriter shall request; provided that no such delay shall be required as to Piggy-back Shares if any securities of the Company are included in such registration statement for the account of any person other than the Company and the Holders of Piggy-back Shares. In the event of such delay, the Company shall file such supplements, post- effective amendments or separate registration statements, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of 90 days immediately following the end of such period of delay ("Piggy-back Termination Date"); provided, however, that if at the Piggy-back Termination Date the Piggyback Shares are covered by a registration statement which is, or required to remain, in effect beyond the Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Piggy-back Shares for so long as such registration statement remains or is required to remain in effect for any of such other securities. All expenses of registration pursuant to this Section 15.2 shall be borne by the Company’s option, except that underwriting commissions and expenses attributable to the Piggy-back Shares and fees and disbursements of counsel (if any) to the Holders requesting that such Piggy-back Shares be offered will be borne by such Holders. The Company shall be obligated pursuant to this Section 15.2 to include in the Piggy-back Offering, Warrant Shares that have not yet been purchased by a holder of Warrants so long as such Holder of Warrants submits an undertaking to the date Company that such Registration Statement is filed) and (y) the ratio of (i) Holder intends to exercise Warrants representing the number of shares of Common Stock proposed Warrant Shares to be included in such Registration Statement that are ownedPiggy-back Offering prior to the consummation of such Piggy-back Offering. In addition, directly or indirectly, by such Holder of Warrants is permitted to pay the Apollo Funds to (ii) Company the aggregate number of shares of Common Stock owned, directly or indirectly, by Warrant Price for such Warrant Shares upon the Apollo Funds that are outstanding as consummation of the date Piggy- back Offering. If the Company decides not to proceed with a Piggy-back Offering, the Company has no obligation to proceed with the offering of the Piggy-Back Notice back Shares, unless the Holders of the Warrants and/or Warrant Shares otherwise comply with the provisions of Section 15.1 hereof (or at without regard to the 60 days' written request required thereby). Notwithstanding any of the foregoing contained in this Section 15.2, the Company’s option, as of the date such Registration Statement is filed). If at any time after giving written notice of its intention 's obligation to register any Registrable Securities and prior offer registration rights to the effective date of the Registration Statement filed in connection with such registration, the Company determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration. A Holder shall be permitted to withdraw all or part of its Registrable Securities from a registration Piggy-back Shares pursuant to this Section 10.1 at any time prior to 15.2 shall terminate two (2) years after the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that it would participate in such offeringExpiration Date.

Piggy-Back Registration Rights. 10.1 In If at any time after the event that date hereof, the Company proposes shall determine to register any Registrable Securities under prepare and file with the Securities Act (other than Commission a Registration Statement relating to an offering for its own account or the account of others of any of its equity securities, other than on Form S-4 or Form S-8, or any successor forms thereto, S-8 (each as promulgated under the Securities Act), for the account or their then equivalents, relating to equity securities to be issued solely in connection with any acquisition of TopCo Parent (any entity or the Apollo Funds if such Apollo Funds are direct holders of Common Stock) business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall give the Holders send a written notice of such determination to each Purchaser and, if within ten calendar days after the date of delivery of such notice, any such Purchaser shall so request in writing, the Company shall include in such Registration Statement all or any part of the Shares and Warrant Shares as the Purchaser requests to be registered so long as such Shares and Warrant Shares are proposed to be disposed in the same manner as those securities set forth in the Registration Statement; provided, however, if the offering is an underwritten offering and was initiated by the Company or at the request of a shareholder, and if the managing underwriters advise the Company that the inclusion of Shares or Warrant Shares requested to be included in the Registration Statement would cause an adverse effect on the success of any such offering, based on market conditions or otherwise (an “Adverse Effect”), then the “Piggy-Back Notice”Company shall be required to include in such Registration Statement, to the extent of the amount of securities that the managing underwriters advise may be sold without causing such Adverse Effect, (a) first, the securities of its intention the Company and (b) second, the shares, including the Shares and Warrant Shares, of all shareholders, on a pro rata basis, requesting registration and whose shares the Company is obligated by contract to effect such a registration at least ten (10) days before include in the anticipated filing date. Subject Registration Statement; provided, further, however, to Section 10.2the extent that all of the Shares and Warrant Shares are not included in the initial Registration Statement, such Holders the Purchaser shall have the right (the “Piggy-Back Registration Right”) to request that the Company use inclusion of its reasonable best efforts to cause Shares and Warrant Shares in subsequent Registration Statements until all such Shares have been registered in accordance with the Registrable Securities specified terms hereof and all such Warrant Shares have been registered in accordance with the terms thereof. If the offering in which the Shares and Warrant Shares is being included in a written request Registration Statement is a firm commitment underwritten offering, unless otherwise agreed by the Holders Company, the Purchaser shall sell its Shares and delivered Warrant Shares in such offering using the same underwriters and, subject to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Company to be included in such registration provisions hereof, on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement a number of Registrable Securities equal to the product of (x) the aggregate number of other shares of Common Stock owned that are included in such underwritten offering. The Company shall use its best efforts to cause any Registration Statement to be declared effective by such Holder the Commission as promptly as is possible following it being filed with the Commission and to remain effective until all Shares and Warrant Shares subject thereto have been sold. All fees and expenses incident to the performance of or compliance with this Section 4.20 by the Company shall be borne by the Company whether or not any Shares or Warrant Shares are sold pursuant to the Registration Statement. The Company shall indemnify and hold harmless the Purchaser, the officers, directors, members, partners, agents, brokers, investment advisors and employees of each of them, each person who controls the Purchaser (within the meaning of Section 15 of the date Securities Act or Section 20 of the Piggy-Back Notice Exchange Act), and the officers, directors, members, shareholders, partners, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (or at including, without limitation, reasonable attorneys’ fees) and expenses (collectively, the Company’s option“Losses”), as incurred, arising out of the date such Registration Statement is filed) and (y) the ratio of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the number Registration Statement, any prospectus included therein or any form of shares prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of Common Stock proposed or relating to any omission or alleged omission of a material fact required to be included stated therein or necessary to make the statements therein (in such Registration Statement that are ownedthe case of any prospectus or form of prospectus or supplement thereto, directly in light of the circumstances under which they were made) not misleading or indirectly, by the Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly any violation or indirectly, alleged violation by the Apollo Funds that are outstanding as Company of the date of Securities Act, the Piggy-Back Notice (Exchange Act or at the Company’s optionany state securities law, as of the date such Registration Statement is filed). If at or any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed rule or regulation thereunder, in connection with the performance of its obligations under this Section 4.20, except to the extent, but only to the extent, that such registration, untrue statements or omissions referred to in (i) above are based solely upon information regarding the Purchaser furnished in writing to the Company determines by the Purchaser expressly for any reason not to proceed with the proposed registrationuse therein, the Company may at its election give written notice of such determination or to the Holders extent that such information relates to the Purchaser or the Purchaser’s proposed method of distribution of Shares and thereupon shall be relieved Warrant Shares and was reviewed and expressly approved in writing by the Purchaser expressly for use in the Registration Statement, such prospectus or such form of its obligation to register prospectus or in any Registrable Securities in connection with such registrationamendment or supplement thereto. A Holder shall be permitted to withdraw all or part The rights of its Registrable Securities from a registration pursuant to the Purchaser under this Section 10.1 at any time prior to the effectiveness of such 4.20 shall survive until all Shares and Warrant Shares have been either registered under a Registration Statement except in an underwritten offering where such Holder has previously committed to or are eligible for sale under Rule 144 (assuming cashless exercise of the underwriters that it would participate in such offeringWarrants) without volume or manner-of-sale restrictions.