Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement.

Piggy Back Registration. Subject to Section 2.3 hereof(a) If, if at any time after following the date that is three hundred sixty five six (3656) days after month anniversary of the IPO Closing Date, the Company proposes or is required to file a Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by securities of the Company of the same class as the Registrable Shares (such securities “Similar Securities”), whether or not for sale for its own account (other than including a Shelf Registration Statement on Form S-3, but excluding a Registration Statement that is (i) any Shelf Registration Statement filed solely in connection with a Special Registration Notice pursuant to Section 2.1(a) or (ii) pursuant to a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed Demand Registration in connection accordance with an exchange offer or offering of securities solely to the Company’s existing stockholders)Section 6.1, then the Company shall give written notice as promptly as practicable, but not later than thirty (30) calendar days prior to the anticipated date of filing of such proposed filing Registration Statement, to the Holders as soon as practicable Shareholder of its intention to effect such registration and shall include in such registration all Registrable Shares with respect to which the Company has received written notice from the Shareholder for inclusion therein within fifteen (but in no event less than ten (1015) Business Days before calendar days after the anticipated filing date), and such notice shall offer such Holders date of the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such Company’s notice (a “Piggy-Back Piggyback Registration”). In the event that the Shareholder makes such written request, the Shareholder may withdraw its Registrable Shares from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 6.2(a), whether or not the Shareholder has elected to include Registrable Shares in such registration; provided, however, that, if the Shareholder has elected to include Registrable Shares in such registration and the Company terminates or withdraws such Piggyback Registration after the date on which the applicable Registration Statement is declared effective, the Company shall reimburse the Shareholder for all Selling Expenses paid by the Shareholder in respect of Registrable Shares included therein which are unsold on the date of such withdrawal or termination. No Piggyback Registration shall count towards the number of Demand Registrations to which the Shareholder is entitled under Section 6.1(b) or Section 6.1(c). (b) If a Piggyback Registration under Section 6.2(a) is proposed to be underwritten, the Company shall so advise the Shareholder as a part of the written notice given pursuant to Section 6.2(a). In such event, the lead underwriter to administer the offering shall be chosen by the Company, subject to the prior written consent, not to be unreasonably withheld or delayed, of the Shareholder. (c) The Company shall use its commercially reasonable efforts pay all expenses (subject to cause and in accordance with Section 6.5) in connection with any Piggyback Registration, whether or not any registration or prospectus becomes effective or final or is terminated or withdrawn by the Company. (d) If any Similar Securities are to be sold in an underwritten primary offering on behalf of the Company, the Shareholder may include all the Registrable Shares it requests in such Piggyback Registration on the same terms and conditions as such Similar Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of a such offering advises the Company and the Shareholder in writing that, in its good faith opinion, the total number or dollar amount of Similar Securities proposed underwritten to be sold in such offering and Registrable Shares requested by the Shareholder to permit be included therein, in the aggregate, exceeds the largest number or dollar amount of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company shall include in such registration or prospectus only such number of securities that in the good faith opinion of such underwriter(s) can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities shall be included in the following order of priority: (i) first, the securities that the Company proposes to sell; (ii) second, the Registrable Shares requested to be included by the Shareholder and any Similar Securities requested to be included in a Piggy-Back Registration by any other Persons exercising their contractual rights to piggyback registration, pro rata (if applicable) on the basis of the aggregate number of securities so requested to be included therein; and (iii) third, any securities requested to be included therein by any other Persons (other than the Company and the Shareholder and other Persons with restricted piggyback registration rights), allocated among such Persons in such manner as the Company may determine. (e) If the securities to be registered pursuant to this Section 6.2 are to be sold in an underwritten secondary offering on behalf of holders of Similar Securities, the Shareholder may include all Registrable Shares requested to be included in such registration in such offering on the same terms and conditions as any similar Similar Securities included therein; provided, however, that if the managing underwriter(s) of such offering advises the Company and the Shareholder in writing that, in its good faith opinion, the total number or dollar amount of securities to be included therein exceeds the largest number or dollar amount of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company included therein. Participation shall include in a Piggy-Back Registration as provided such registration only such number of securities that in this Section 2.2(athe reasonable opinion of such underwriter(s) shall not count as an exercise can be sold without adversely affecting the marketability of the Registration Rights under Section 2.1(aoffering (including an adverse effect on the per share offering price). All Holders , which securities shall be so included in the following order of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall priority: (i) enter into an underwriting agreement in reasonable first, the Similar Securities requested to be included therein by the holders exercising their contractual rights to demand such registration and customary form with the underwriter(sRegistrable Shares requested to be included by the Shareholder, pro rata (if applicable) selected on the basis of the aggregate number of securities so requested to be included therein by each such holder; and (ii) second, any Similar Securities requested to be included therein by the Company for or any other Person not exercising a contractual right to demand registration, allocated among such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under Persons in such manner as the terms of such underwriting agreementCompany may determine.

Piggy Back Registration. Subject to Section 2.3 hereofIf, if at any time after following the date that is three hundred sixty five (365) days after the IPO Closing Lock-up Release Date, the Company at any time proposes or is required to file a Registration Statement Register any Common Stock under the Securities Act with respect to an underwritten offering on its behalf or on behalf of Common Shares by any of its stockholders (including Sponsor Stockholder), on a form and in a manner that would permit Registration of the Company for its own account Registrable Securities (other than in connection with (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or dividend reinvestment plans, (ii) rights offerings, (iii) a registration statement Registration Statement on Form S-4 or Form S-8 or any similar successor form or (iv) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S (or any substitute form that successor provisions) of the Securities Act may resell such notes and sell shares of Common Stock into which such notes may be adopted by converted or exchanged; provided, that the CommissionCompany may not effect any offering or Shelf Take-Down with respect to shares of Common Stock on such initial Shelf Registration Statement unless the Company provides Sponsor Stockholder with a Piggy-Back Company Notice (as defined below) with respect to (A) such offering or filed in connection with an exchange offer Shelf Take-Down or offering of securities solely to the Company’s existing stockholders), (B) a concurrent Registration Statement) then the Company shall give Sponsor Stockholder prompt written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back RegistrationCompany Notice”) of its intent to do so not less than 15 Business Days prior to the contemplated filing date for such Registration Statement. Upon the written request of Sponsor Stockholder (a “Piggy-Back Request”). The Company , given within five Business Days following the time that Sponsor Stockholder was given any such written notice (which Piggy-Back Request shall use its commercially reasonable efforts to cause specify the managing underwriter(s) number of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Registered on behalf of Sponsor Stockholder) (the “Piggy-Back Securities”), the Company shall include in such Registration Statement, subject to be included the provisions of this Section 6.05 and, in the case of a Registration on the same terms and conditions as behalf of any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise Company’s stockholders, subject to the rights of such stockholders, the Registration Rights under Section 2.1(a). All Holders number of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement set forth in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementRequest.

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365a) days after the IPO Closing Date, If the Company proposes to file on its behalf and/or on behalf of any holder of its securities (other than a Registration Statement Holder of Registrable Securities) a registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commissiontype referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) or filed in connection with an exchange offer or offering for the registration of securities solely to the Company’s existing stockholdersCommon Stock (a "Piggy-Back Registration"), then the Company shall it will give written notice to all Holders at least twenty (20) days before the initial filing with the SEC of such proposed filing to the Holders as soon as practicable registration statement (but in no event less than ten (10) Business Days before the anticipated filing datea "Piggy-Back Registration Statement"), and such which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such Holders filing the opportunity to register such aggregate number of shares of Registrable Securities as each such Holders may request. (b) Each Holder may request desiring to have Registrable Securities registered under this Section 4 ("Participating Piggy-Back Holders") shall advise the Company in writing within five ten (510) Business Days days after the date of receiving receipt of such notice offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (a “c) below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the Securities Act. (c) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter of such proposed public offering advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company would be greater than the Maximum Number of Securities (having the same meaning as defined in Section 3 but replacing the term "Demand Registration" with "Piggy-Back Registration”"). The , then: (i) in the event the Company initiated the Piggy-Back Registration, the Company shall use its commercially reasonable efforts include in such Piggy-Back Registration, first, the securities the Company proposes to cause register and, second, the managing underwriter(sRegistrable Securities of all Participating Piggy-Back Holders, proposed to be included in such Piggy-Back Registration in an amount which, together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated, first, to the New Holders requesting Registrable Securities be included in the Piggy-Back Registration on a pro rata basis (based on the aggregate number of Registrable Securities requested by such New Holders to be included in the Piggy-Back Registration Statement) and, second, to the Existing Holders requesting Registrable Securities be included in the Piggy-Back Registration Statement on a pro rata basis (based on the aggregate number of a proposed underwritten offering Registrable Securities requested by such Existing Holders to permit be included in the Piggy-Back Registration Statement); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Piggy-Back Registration unless all of the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and by the New Holders are included in such Piggy-Back Registration; (ii) complete and execute in the event any holder or holders of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration, first, the securities such initiating security holder or holders propose to register, second, the Registrable Securities of all questionnairesParticipating Piggy-Back Holders proposed to be included in such Piggy-Back Registration, powersin an amount which, together with the securities the initiating security holder or holders propose to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such Participating Piggy-ofBack Holders, first, to the New Holders requesting Registrable Securities be included in the Piggy-attorneyBack Registration Statement on a pro rata basis (based on the aggregate number of Registrable Securities requested by such New Holders to be included in the Piggy-Back Registration Statement) and, indemnitiessecond, opinions and other documents reasonably required under to the terms Existing Holders requesting Registrable Securities be included in the Piggy-Back Registration Statement on a pro rata basis (based on the aggregate number of Registrable Securities requested by such underwriting Existing Holders to be included in the Piggy-Back Registration Statement); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Piggy-Back Registration unless all of the Registrable Securities requested to be included in such Piggy-Back Registration by the New Holders are included in such Piggy-Back Registration. (d) The Company will not hereafter enter into any agreement, which is inconsistent with the rights of priority provided in paragraph (c) above.

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after (a) If the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company Corporation proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of any shares of Common Shares Stock by the Company Corporation (i) for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-8 or Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or filed in connection with an exchange offer or offering (ii) for the account of securities solely to the Company’s existing stockholders)any holder of Registrable Securities, then the Company shall Corporation will give written notice of such proposed filing to the Holders Piggy-Back Shareholders holding Registrable Securities as soon as practicable (but in no any event not less than ten (10) Business Days 30 days before the anticipated filing date), and such notice shall will offer such Holders Piggy-Back Shareholders the opportunity opportunity, subject to the limitations provided in Section 5.2(b), to register such number of shares of Registrable Securities owned by Piggy-Back Shareholders as each such Holder the Piggy-Back Shareholders may request in writing within five (5) Business Days on the same terms and conditions as the registration of receiving such notice the Corporation’s or other Holder’s Registrable Securities (a “Piggy-Back Registration”). The Company Piggy-Back Shareholders will be permitted to withdraw all or part of the Registrable Securities from a Piggy-Back Registration at any time prior to the effective date of the Piggy-Back Registration. Subject to the foregoing, upon the written request of any Piggy-Back Shareholder made within 30 days after the receipt of notice from the Corporation (which request shall specify the number of Registrable Securities intended to be disposed of by such Piggy-Back Shareholder), the Corporation will use its commercially reasonable best efforts to cause effect the managing underwriter(s) registration under the Securities Act of a proposed underwritten offering all Registrable Securities that the Corporation has been so requested to register by such Piggy-Back Shareholders, to the extent required to permit the disposition of the Registrable Securities to be so registered; provided, that (A) if such registration involves a Public Offering, all such Piggy-Back Shareholders requesting to be included in the Corporation’s registration must sell their Registrable Securities to the Underwriters selected as provided in Section 6.6(e) on the same terms and conditions as apply to the Corporation and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 5.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Corporation shall determine for any reason not to register such Registrable Securities, the Corporation shall give written notice to all such Piggy-Back Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to rights of the Shareholders under Section 5.1). No registration effected under this Section 5.2 shall relieve the Corporation of its obligations to effect a Demand Registration to the extent required by Section 5.1. (b) If a registration pursuant to this Section 5.2 involves a Public Offering (other than in the case of a Public Offering requested by a Sponsor in a Demand Registration, in which case the provisions of Section 5.1(c) shall apply) and the managing Underwriter for such offering advises the Corporation that, in its view, the number or type of securities intended to be included in such registration could have an Adverse Effect on such offering, the Corporation will include in such registration the largest number of Registrable Securities entitled to be included and requested to be included in such offering that, in the opinion of the managing Underwriter for such offering, can be sold without causing an Adverse Effect in the following priority: (i) first, all of the securities proposed to be sold by the Corporation; (ii) second, all Registrable Securities requested to be included in a Piggy-Back Registration such registration by the Sponsor Holders and any Continuing Shareholders (allocated, if necessary not to cause an Adverse Effect on the offering, pro rata among such Holders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by such Holders); and (iii) third, all Registrable Securities requested to be included in such registration by any other Holder (allocated, if necessary not to cause an Adverse Effect on the same terms offering, pro rata among such other Holders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by such other Holders). (c) Without the written consent of the holders of a majority of the voting power of the outstanding Registrable Securities held by the Sponsor Holders and conditions as the Continuing Shareholder Representative, the Corporation will not grant to any similar Person the right to request the Corporation to register any securities of the Company included therein. Participation in a Piggy-Back Registration as provided Corporation under the Securities Act unless the rights so granted are expressly subordinate to the rights of the Sponsor Holders and the Continuing Shareholders set forth in this Section 2.2(a) shall Agreement, and, if exercised, would not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form otherwise conflict or be inconsistent with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms provisions of such underwriting agreementthis Agreement.

Piggy Back Registration. Subject (A) So long as the Purchaser holds more than five percent (5%) (measured on an as-converted to Section 2.3 hereofcommon stock basis) of the outstanding Common Stock (calculated based on the number of shares held by the Purchaser and its Controlled Affiliates and the number of shares of Common Stock into which Shares held by the Purchaser and its Controlled Affiliates are convertible), if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file with the SEC a Registration Statement under the Securities Act with respect registration statement relating to an underwritten offering of Common Shares by the Company any of its securities for its own account or the account of security holders exercising their demand registration rights (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or Form S-8 (or any substitute form that may their then equivalents relating to securities to be adopted by the Commission) or filed issued solely in connection with an exchange offer acquisition of any entity or offering business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall promptly send to the Purchaser written notice of securities solely to the Company’s existing stockholders)intention to file such a registration statement and of the Purchaser’s rights under this Section 6.2 and, then if within fifteen (15) days after receipt of such notice, the Purchaser shall so request in writing, the Company shall give written notice of include in such proposed filing registration statement all or any Registrable Securities the Purchaser requests to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity be registered. No right to register such number of shares registration of Registrable Securities as each such Holder may request in writing within five under this Section 6.2 shall be construed to limit any registration rights granted under Section 6.1. (5B) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included bear and pay all expenses incurred in a Piggy-Back Registration to be included on the same terms and conditions as connection with any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders registration, filing or qualification of Registrable Securities proposing to distribute be registered pursuant to this Section 6.2, including all registration, filing, qualification, printing and accounting fees relating or apportionable thereto, and the reasonable fees and expenses of counsel for the Purchaser not to exceed $10,000 per registration. (C) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so indicate in the notice given pursuant to this Section 6.2. In such event the right of the Purchaser to registration pursuant to this Section 6.2 shall be conditioned upon the Purchaser’s agreeing to participate in such underwriting and in the inclusion of the Purchaser’s Registrable Securities in the underwriting to the extent provided herein. The Purchaser shall (together with the Company and the other holders distributing their securities through a Piggy-Back Registration shall (isuch underwriting) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) underwriter or underwriters selected for such underwriting by the Company for or by other holders exercising any demand registration rights. Notwithstanding any other provision of this Section 6.2, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may exclude some or all Registrable Securities or other securities from such Piggy-Back Registration registration and underwriting (ii) complete hereinafter an “Underwriter Cutback”). In the event of an Underwriter Cutback, the Company shall so advise the Purchaser and execute all questionnairesthe other holders distributing their securities through such underwriting, powers-of-attorneyand the number of shares that may be included in the registration and the underwriting shall be allocated in proportion, indemnitiesas nearly as practicable, opinions to the respective amounts of shares of Common Stock held by the Purchaser and such other documents reasonably required under holders distributing their securities through the underwriting. If the Purchaser disapproves of the terms of any such underwriting, the Purchaser may elect to withdraw therefrom by written notice to the Company and the underwriter. Any securities excluded or withdrawn from such underwriting agreementshall be withdrawn from such registration.

Piggy Back Registration. Subject to Section 2.3 hereof, if If the Company at any time after the date that proposes or is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes required to file a Registration Statement Register any Common Stock under the Securities Act with respect to an underwritten offering on its behalf or on behalf of Common Shares by any of its stockholders, on a form and in a manner that would permit Registration of the Company for its own account Registrable Securities (other than in connection with (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or dividend reinvestment plans, (ii) rights offerings, (iii) a registration statement Registration Statement on Form S-4 or Form S-8 or any similar successor form or (iv) a Shelf Registration Statement pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any of its Subsidiaries that are convertible or exchangeable for Common Stock and that are initially issued pursuant to Rule 144A and/or Regulation S (or any substitute form that successor provisions) of the Securities Act may resell such notes and Sell shares of Common Stock into which such notes may be adopted by converted or exchanged; provided, that the CommissionCompany may not effect any offering or Shelf Take-Down with respect to shares of Common Stock on such initial Shelf Registration Statement unless the Company provides Xxxxxx with a Piggy-Back Company Notice (as defined below) with respect to (A) such offering or filed in connection with an exchange offer Shelf Take-Down or offering of securities solely to the Company’s existing stockholders), (B) a concurrent Registration Statement) then the Company shall give Xxxxxx prompt written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back RegistrationCompany Notice”) of its intent to do so not less than 15 Business Days prior to the contemplated filing date for such Registration Statement. Upon the written request of Xxxxxx (a “Piggy-Back Request”). The Company , given within five Business Days following the time that Xxxxxx was given any such written notice (which Piggy-Back Request shall use its commercially reasonable efforts to cause specify the managing underwriter(s) number of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Registered on behalf of Xxxxxx) (the “Piggy-Back Securities”), the Company shall include in such Registration Statement, subject to be included the provisions of this Section 4.05 and, in the case of a Registration on the same terms and conditions as behalf of any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise Company’s stockholders, subject to the rights of such stockholders, the Registration Rights under Section 2.1(a). All Holders number of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement set forth in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementRequest.

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If at any time on or after the date that is three hundred sixty five (365) days after the IPO Closing DateJanuary 1, 2003, the Company proposes to file on its behalf and/or on behalf of any holder of its securities (other than a Registration Statement holder of Registrable Securities) a registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (S-8, any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act, to employees of the Company pursuant to any employee benefit plan or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders's divided reinvestment and direct stock purchase plan, respectively) for the registration of Common Stock or preferred stock that is convertible to Common Stock (a "Piggy-Back Registration"), then the Company shall it will give written notice to all Holders at least twenty (20) days before the initial filing with the SEC of such proposed filing to the Holders as soon as practicable piggy-back registration statement (but in no event less than ten (10) Business Days before the anticipated filing datea "Piggy-Back Registration Statement"), and such which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such Holders filing the opportunity to register such aggregate number of shares of Registrable Securities as each such Holders may request. (b) Each Holder may request desiring to have Registrable Securities registered under this Section 4 ("Participating Piggy-Back Holders") shall advise the Company in writing within five ten (510) Business Days days after the date of receiving receipt of such notice (a “Piggy-Back Registration”)offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its commercially reasonable best efforts to cause effect registration of such Registrable Securities under the Securities Act. (c) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in a the Piggy-Back Registration in addition to the securities being registered by the Company would be included on greater than the Maximum Number of Securities (having the same terms and conditions meaning as any similar securities of defined in Section 3(b) but replacing the Company included therein. Participation in a term "Demand Registration" with "Piggy-Back Registration as provided Registration"), then: (i) in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a event the Company initiated the Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by Registration, the Company for shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an amount which, together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder); (ii) complete in the event any holder of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any other selling security holders (including Participating Piggy-Back Holders), in an amount which, together with the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder) and execute all questionnairesthird, powers-of-attorneyany securities the Company proposes to register, indemnitiesin an amount which, opinions together with the securities the initiating security holder and the other documents reasonably required under selling security holders propose to register, shall not exceed the terms Maximum Number of such underwriting agreementSecurities; (d) The Company will not hereafter enter into any agreement which is inconsistent with the rights of priority provided in paragraph (c) above.

Piggy Back Registration. Subject (i) If (but without any obligation to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365do so) days after the IPO Closing Date, the Company proposes to file register (including for this purpose a Registration Statement registration effected by the Company for shareholders other than the Holder) any of its stock or other securities under the Securities Act in connection with respect to an underwritten the public offering of Common Shares by the Company for its own account such securities on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commissiontype referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders(a "Piggy-Back Registration"), then it will promptly (and in any case at least 45 days before the Company shall initial filing with the SEC of such piggy-back registration statement (the "Piggy-Back Registration Statement")) give written notice to each Holder, which notice shall set forth the intended method of such disposition of the securities proposed filing to be registered by the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such Company. The notice shall offer to include in such Holders filing the opportunity to register such aggregate number of shares of Registrable Securities as each the Holder may request. If the Holder desires to have its Registrable Securities registered under this Section 3, such Holder may request shall advise the Company in writing within five 20 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to provisions of Section 3 below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the Securities Act; provided, however, that the Company shall not be obligated to include any Registrable Securities in any such registration, qualification or compliance, pursuant to this Section 3 after the 144 Sale Date. (5ii) Business Days The Company shall have the right to terminate or withdraw any Piggy-Back Registration initiated by it under this Section 3 prior to the effectiveness of receiving such notice (a “Piggy-Back Registration whether or not the Holder has elected to include securities in such Piggy-Back Registration”). The Company shall use its commercially reasonable efforts . (iii) If the Piggy-Back Registration relates to cause an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in a the Piggy-Back Registration to be included on then, in the same terms and conditions as any similar securities of event that the Company included therein. Participation in a initiated the Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by Registration, the Company for shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Holder, to be included in such Piggy-Back Registration in an amount which together with the securities the Company proposes to register to be allocated among such selling security holders on a pro rata basis (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under based on the terms number of securities of the Company held by each such underwriting agreementselling security holder).

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file ----------------------- register (a Registration Statement "Piggy-Back Registration") any of its securities (the "Initially ----------------------- --------- Proposed Shares") under the Securities Act with respect for sale, whether or not for its own --------------- account and whether or not pursuant to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement a registration statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or an Initial Public Offering; (ii) a registration statement on Form S-4 or S-8 or successor forms thereto; or (or any substitute form that may be adopted by the Commissioniii) or a registration statement filed in connection with an exchange offer or an offering of securities solely to the Company’s 's then existing stockholdersstockholders or employees), then the Company shall will promptly give written notice of such proposed filing (a "Piggy-Back ---------- Registration Notice") to the Holders as soon as practicable of its intention to effect a Piggy-Back ------------------- Registration (but in no event less than ten (10) Business Days before such Piggy-Back Registration Notice to specify, where applicable, among other things, the anticipated filing dateproposed offering price, the kind and number of securities proposed to be registered and the distribution arrangements, including identification of the underwriter), and the Holders shall be entitled to include in such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”), as a part of such underwritten offering and on the same terms and conditions as the Initially Proposed Shares, such number of Registrable Securities to be sold for the account of the Holders as shall be specified in a request in writing delivered to the Company within twenty (20) days after the date of the Piggy-Back Registration Notice. The Company will pay all Registration Expenses in connection with such Piggy-Back Registration. The Company's obligations to include Registrable Securities in a Piggy-Back Registration pursuant to this Section 3 is subject to the following limitations, conditions and qualifications: (i) Notwithstanding anything to the contrary contained in the provisions of this Section 3, the Company shall use its commercially reasonable efforts have the right at any time after it shall have given a Piggy-Back Registration Notice (irrespective of whether a written request for inclusion of any Registrable Securities shall have been made) to cause elect not to effect the proposed Piggy-Back Registration or to withdraw the same after the filing but prior to the effective date thereof. (ii) If, in the written opinion of the managing underwriter(s) underwriter of a proposed underwritten Piggy-Back Registration, the aggregate number of securities requested to be included in the Piggy-Back Registration is sufficiently large to materially and adversely affect the success or offering price of the offering, then the number of shares all prospective sellers (other than the Company and security holders exercising demand registration rights) intended to permit distribute through the Piggy-Back Registration shall be reduced pro rata based on the number of securities requested to be included in such offering by such prospective sellers. In no event shall the number of Initially Proposed Shares to be sold by the Company or the number of securities to be sold by any security holder exercising demand registration rights be reduced until all securities to be sold by prospective sellers (other than the Company and security holders exercising demand registration rights) have been cut back to zero as a result of the preceding sentence. If, as a result of the cutback provisions of the preceding sentence, any Holder is not entitled to include in such Piggy-Back Registration all of the Registrable Securities requested to be included in a Piggy-Back Registration therein by such Holder, such Holder may elect to withdraw its request to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementRegistration.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account or for the account of any of its respective security holders (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) ), or filed in connection with an exchange offer or offering of securities solely a Demand Registration pursuant to the Company’s existing stockholdersSection 2.1), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) Business Days of receiving such notice (a “"Piggy-Back Registration”"). The Company shall use its commercially reasonable [reasonable] best efforts to cause the managing underwriter(s) Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Participation Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal, such Holder shall be responsible for all fees and expenses (including fees and -109- 115 expenses of counsel) incurred by such Holder prior to such withdrawal. The Company may withdraw a Piggy-Back Registration as provided in at any time prior to the time it becomes effective. No registration effected under this Section 2.2(a) 2.2, and no failure to effect a registration under this Section 2.2, shall not count as an exercise relieve the Company of its obligation to effect a registration upon the Registration Rights request of Holders pursuant to Section 2.1, and no failure to effect a registration under this Section 2.1(a). All Holders 2.2 and to complete the sale of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration in connection therewith shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by relieve the Company for such Piggy-Back Registration of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement4.1).

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, If the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten any offering of its CEC Common Shares by the Company Stock for its own account or for the account of any of its respective securityholders (other than (ia) any Shelf Registration Statement registration statement filed by the Company under the Securities Act relating to an offering of CEC Common Stock for its own account, (b) any registration statement filed in connection with a demand registration other than a Demand Registration Notice pursuant to Section 2.1(a) or under this Agreement, (iic) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (d) or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholderssecurityholders, (e) a registration incidental to an issuance of debt securities under Rule 144A, or (f) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, a dividend reinvestment plan, or a merger or consolidation) (a “Company Public Sale”), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities so proposed to be registered by the Company as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to effect a Piggy-Back Registration; provided, further, that the Co-Investor Entities shall only have such rights to Piggyback Registration with respect to a Company Public Sale in which a Sponsor is participating as a selling stockholder. The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) Each Holder shall not count as an exercise be permitted to withdraw all or part of the Registration Rights under Section 2.1(a). All Holders of its Registrable Securities proposing from a Piggyback Registration at any time prior to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms effectiveness of such underwriting agreementRegistration Statement.

Piggy Back Registration. Subject to Section 2.3 hereof(a) If the Company, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file on its behalf and/or on behalf of any holder of its securities a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 S‑4 or S-8 (S‑8 or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commission) type referred to in Rule 145 under the Securities Act or filed in connection with an exchange offer or offering to employees of securities solely to the Company’s existing stockholders), then the Company shall give written notice pursuant to any employee benefit plan, respectively) for the registration of such proposed filing Equity Shares or preferred stock that is convertible to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice Equity Shares (a “Piggy-Back Registration”), it will give written notice to all Holders at least twenty (20) days before the initial filing with the SEC of such piggy-back registration statement (a “Piggy-Back Registration Statement”), which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company or such other holder. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. (b) Each Holder desiring to have Registrable Securities registered under this Section 3 (“Participating Piggy-Back Holders”) shall advise the Company in writing within ten (10) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its commercially reasonable efforts to cause effect registration of such Registrable Securities under the Securities Act. (c) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the number of Registrable Securities requested to be included in a the Piggy-Back Registration in addition to the securities being registered by the Company or such other holder would be included on greater than the, Maximum Number of Securities (having the same terms and conditions meaning as any similar securities of defined in Section 2 but replacing the Company included therein. Participation in a term “Demand Registration” with “Piggy-Back Registration as provided Registration”), then: (i) in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a event Company initiated the Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by Registration, the Company for shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an amount which together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder); (ii) complete in the event any holder of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, and execute all questionnairesthe securities of any other selling security holders (including Participating Piggy-Back Holders), powers-of-attorneyin an amount which together with the securities the initiating security holder proposes to register, indemnitiesshall not exceed the Maximum Number of Securities, opinions such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder) and second, any securities the Company proposes to register, in an amount which together with the securities the initiating security holder and the other documents reasonably required under selling security holders propose to register, shall not exceed the terms Maximum Number of such underwriting Securities; (d) The Company will not hereafter enter into any agreement, which is inconsistent with the rights of priority provided in paragraph (c) above.

Piggy Back Registration. Subject (a) If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders exercising any registration rights, other than a registration relating solely to employee benefit plans, or a registration relating to a corporate reorganization or other transaction under Rule 145, or a registration on any registration form that does not permit secondary sales, the Company will: (i) promptly give to each Holder written notice thereof; and (ii) use its best efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 2.3 hereof8.2(b) below, if at and in any time after underwriting involved therein, all the date that is three hundred sixty five Registrable Securities specified in a written request or requests, made by any Holder and received by the Company within twenty (36520) days after the IPO Closing Datewritten notice from the Company described in clause (i) above is mailed or delivered by the Company. Such written request may specify all or a part of a Holder’s Registrable Securities. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company proposes to file shall so advise the Holders as a Registration Statement under part of the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice written notice given pursuant to Section 2.1(a) or (ii) a 8.2(a)(i). In such event, the right of any Holder to registration statement on Form S-4 or S-8 (or any substitute form that may pursuant to this Section shall be adopted by conditioned upon such Holder’s participation in such underwriting and the Commission) or filed inclusion of such Holder’s Registrable Securities in connection with an exchange offer or offering of securities solely the underwriting to the Company’s existing stockholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as extent provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a)herein. All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration such underwriting shall (itogether with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) representative of the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the representative may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated first to the Company for such Piggy-Back Registration securities being sold for its own account and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under thereafter as set forth in Section 8.8. If any person does not agree to the terms of any such underwriting agreementor otherwise fails to comply with the provisions of this Agreement, such person shall be excluded therefrom by written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. If shares are so withdrawn from the registration or if the number of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion in accordance with Section 8.8 hereof.

Piggy Back Registration. Subject (a) Company shall notify Purchaser in writing prior to Section 2.3 hereof, if at the initial filing of any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement registration statement under the Securities Act for purposes of an underwritten public offering of securities of Company (including, but not limited to, registration statements relating to secondary offerings of securities of Company, but excluding registration statements relating to employee benefit plans or with respect to corporate reorganizations or other transactions under Rule 145 of the Securities Act) and, subject to the conditions of this Section 8.02, Company will afford the holders of Registrable Securities an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed opportunity to include in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a such registration statement on Form S-4 all or S-8 (part of the Registrable Securities. If such a holder desires to include in any such registration statement all or any substitute form that may be adopted by part of the Commission) or filed Registrable Securities, it shall, within 20 days after the above-described notice from Company, so notify Company in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), writing and such notice shall offer such Holders state the opportunity to register such number intended disposition of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities by such holder and Company shall, subject to Section 8.02(b), cause to be registered under the Securities Act all of the Registrable Securities that such holder has requested to be registered. If such holder decides not to include all of the Registrable Securities in any registration statement thereafter filed by Company, such holder shall nevertheless continue to have the right to include any remaining Registrable Securities in any subsequent registration statement or registration statements as may be filed by Company with respect to underwritten offerings of its securities, all upon the terms and conditions set forth herein. (b) The right of a holder to be included in a Piggy-Back Registration registration pursuant to this Section 8.02 shall be included on conditioned upon such holder's participation in such underwriting and the same terms and conditions as any similar securities inclusion of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing in the underwriting to the extent provided herein. If such holder proposes to distribute their securities the Registrable Securities through a Piggy-Back Registration such underwriting, it shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) underwriter or underwriters selected by the Company for such Piggyunderwriting by Company. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, then Company shall so advise the Purchaser and the number of shares that may be included in the underwriting shall be allocated, first, to Company; second, to the selling stockholders on a pro rata basis based on the total number of Registrable Securities held by such stockholders. Company shall not limit the number of Registrable Securities to be included in a registration statement pursuant to this Section 8.02 in order to include stockholders with no pre-Back Registration and existing registration rights. (iic) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required Company shall have the right to terminate or withdraw any registration initiated by it under this Section 8.02 prior to the terms effectiveness of such underwriting agreementregistration whether or not holders of Registrable Securities have elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by Company in accordance with Section 8.03 hereof.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account or for the account of any of its respective Security holders (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) ), or filed in connection with an exchange offer or offering of securities solely a Demand Registration pursuant to the Company’s existing stockholdersSection 2.1), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing (which request shall be made within five (5) Business Days 18 days of receiving such notice and shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) (a “"Piggy-Back Registration”"). The Company shall use its commercially reasonable best efforts to cause the managing underwriter(s) Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other Security holder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Participation Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided, that in the event of such withdrawal, such Holder shall be responsible for all fees and expenses (including fees and expenses of counsel) incurred by such Holder prior to such withdrawal. The Company may withdraw a Piggy-Back Registration as provided at any time prior to the time it becomes effective; provided, that all expenses set forth in this Section 2.2(a) 3.2 hereof shall not count as an exercise be the sole responsibility of the Registration Rights under Section 2.1(a)Company in such case. All Holders No Piggy-Back Registration, and no failure to effect a Piggy-Back Registration, shall relieve the Company of Registrable Securities proposing its obligation to distribute their securities through effect a Demand Registration, and no failure to effect a Piggy-Back Registration and to complete the sale of Registrable Securities in connection therewith shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by relieve the Company for such Piggy-Back Registration of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement4.1).

Piggy Back Registration. Subject to Section 2.3 hereof(a) If, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Datehereof, the Company proposes to file a Registration Statement register any of its stock or other securities under the Securities Act (including in connection with respect a Demand Registration pursuant to an underwritten Section 2.1 hereof) in connection with the public offering of Common Shares by the Company such securities solely for cash, whether for its own account or for the account of any other Person (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or a registration in which the only Company Stock being registered is Company Stock issuable upon conversion of debt or equity securities which are also being registered) (such registration, a “Company Registration”), the Company shall (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders), then the Company shall promptly give each Stockholder written notice of such proposed filing to the Holders as soon as practicable registration (but in no event less than ten (10) Business Days before 20 days prior to the anticipated filing date), which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed Underwriter or Underwriters, if any, of the offering, (ii) offer to the holders of Registrable Securities (other than Oaktree if Oaktree is a Demanding Stockholder as to such registration) in such notice shall offer such Holders the opportunity to register the sale of such number of shares of Registrable Securities as each such Holder holders may request in writing within five ten (510) Business Days days following receipt of receiving such notice (a “Piggy-Back Registration”). The Company shall , and (iii) subject to the provisions of Sections 2.4 and 2.6 (if applicable), use its commercially reasonable best efforts to cause the managing underwriter(s) include within such Registration Statement all of a proposed underwritten offering to permit the Registrable Securities that each such Stockholder has requested to be included registered. (b) Any Stockholder may elect to withdraw its request for inclusion of Registrable Securities in a any Piggy-Back Registration by giving written notice to be included on the same terms and conditions as any similar securities Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company included therein(whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant to written contractual obligations) may withdraw (or postpone the filing of) a registration statement at any time prior to the effectiveness of the Registration Statement. Participation Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in a connection with such Piggy-Back Registration as provided in this Section 2.2(a2.5. (c) shall not count as an exercise In connection with any Shelf Registration (whether pursuant to Section 2.1 or at the initiative of the Registration Rights under Section 2.1(aCompany). All Holders of , a Stockholder may exercise “piggy-back” rights in the manner described in this Agreement to have included in such takedown Registrable Securities proposing to distribute their securities through a Piggy-Back held by them that are registered on such shelf Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementStatement.

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If the Company at any time after (other than pursuant to Section 2.1 or Section 2.3) proposes to register any of its securities under the date that is three hundred sixty five Securities Act for sale to the public, whether for its own account or for the account of other stockholders of the Company or both (365except with respect to (i) an Initial Public Offering, (ii) Registration Statements on Forms X-0, X-0 or any successor to such forms, or (iii) any Registration Statement including only securities issued pursuant to a dividend reinvestment plan), each such time the Company shall promptly give written notice to the holders of Registrable Securities of its intention to do so (the “Piggy-Back Notice”). Upon the written request of a majority of the Holders (which majority must include the Lead Investor, so long as the Lead Investor holds at least 50% of the Series H Preferred Shares acquired by it pursuant to the Purchase Agreement), received by the Company within twenty (20) days after the IPO Closing Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering delivery of Common Shares such Piggy-Back Notice by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection accordance with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders)3.6, then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number any or all of shares of the Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Securities, the Company shall use its commercially reasonable best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities as to which registration shall have been so requested to be included in such Registration Statement. If the Registration Statement relates to an underwritten public offering, the Company shall so advise the holders of Registrable Securities as a part of a Piggy-Back Registration Notice. In such event, each Holder’s right to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of include Registrable Securities proposing in such registration shall be conditioned upon its participation in such underwriting to distribute their securities through a Piggy-Back Registration the extent provided herein. The Holders, if participating in such distribution, shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) underwriter or underwriters selected for underwriting by the Company Company. (b) Any request by a Holder for inclusion in any registration may be withdrawn, in whole or in part, at any time prior to the effective date of the Registration Statement for such Piggy-Back Registration and offering. (iic) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required The Company shall have the right to terminate or withdraw any registration contemplated under this Section 2.2 prior to the terms effectiveness of such underwriting agreementregistration, whether or not the Holders have elected to include securities in such registration. The expenses of such registration shall be borne by the Company, in accordance with Section 2.6 hereof. (d) There shall be no limitation on the number of registrations a Holder may participate in under this Section 2.2.

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, If the Company proposes to file a Registration Statement registration statement (a "Piggy-Back Registration") under the Securities Act with respect to an underwritten offering or other sale of Common Shares equity securities by the Company for its own account or for the account of any holders of any class of its equity securities (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or Demand Registration, (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), or (iii) or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing stockholderssecurityholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable practicable, in any event at least thirty (but in no event less than ten (1030) Business Days days before the anticipated filing date), and such notice shall offer such Holders each Holder the opportunity to register include in such registration such number of shares of Registrable Securities as each such Holder may request in writing within five (5which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof). Such Holders shall have twenty (20) Business Days days after receipt of receiving such notice (a “from the Company to make such request. All Holders requesting inclusion in the Piggy-Back Registration”)Registration are referred to herein as "Piggy-Back Holders". Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of its request to withdraw prior to the date on which the registration statement becomes effective. The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in may withdraw a Piggy-Back Registration at any time prior to be included on the same terms and conditions as any similar securities of time it becomes effective, provided that the Company included thereinshall reimburse the Piggy-Back Holders for all reasonable out-of-pocket expenses (including counsel fees and expenses) incurred prior to such withdrawal. Participation in No Piggy-Back Registration shall relieve the Company of its obligation to effect any Demand Registration or a Shelf Registration, and no failure to effect a Piggy-Back Registration as provided or complete the sale of securities in this Section 2.2(a) connection therewith shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by relieve the Company for such Piggy-Back Registration of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement4.1).

Piggy Back Registration. (a) Subject to Section 2.3 hereofthe provisions of this Agreement, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of any Common Shares by the Company for its own account or for the account of any of its equity holders (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) SEC or any registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing stockholderssecurity holders), then the Company shall give written notice of such proposed filing to the Holders Parties holding Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days 30 days before the anticipated filing dateeffective date of such registration statement), and such notice shall offer such Holders the Parties the opportunity to register such number of shares of Registrable Securities as each such Holder holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back "Piggyback Registration”"). Subject to Section 8.5(b), the Company shall include in each such Piggyback Registration all Registrable Securities requested by the Parties to be included in the registration for such offering. Each such holder of Registrable Securities shall be permitted to withdraw all or part of such holder's Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. For purposes of any Piggyback Registration, Registrable Securities shall mean only Common Shares. (b) The Company shall use its all commercially reasonable efforts to cause the managing underwriter(s) Underwriter of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration the registration statement for such offering under Section 8.5(a) or pursuant to other piggyback registration rights granted by the Company ("Piggyback Securities") to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) Notwithstanding the foregoing, the Company shall not count as an exercise be required to include any holder's Piggyback Securities in such offering unless such holder accepts the terms, which shall be reasonable and customary, of the Registration Rights under underwriting agreement between the Company and the managing Underwriter or Underwriters, and otherwise complies with the provisions of Section 2.1(a)8.15 below. All Holders If the managing Underwriter or Underwriters of a proposed underwritten offering advise the Company in writing that in their opinion the total amount of securities, including Piggyback Securities, to be included in such offering is sufficiently large to potentially impede or interfere with the offering, then in such event the securities to be included in such offering shall be allocated first to the Company or the holder or holders initiating such request for registration, as appropriate, and then, to the extent that any additional securities can, in the opinion of such managing Underwriter or Underwriters, be sold without any such potential to impede or interfere with the offering, pro rata among the holders of Piggyback Securities on the basis of the number of Registrable Securities proposing requested to distribute their securities through be included in such registration by each such holder; provided, however, that in the event a Piggy-Back Piggyback Registration is triggered by a Demand Holder pursuant to Section 8.1, if the Demand Holder has sold or is selling (other than to a Permitted Transferee) at least 50% of its Initial Holdings, then the Registrable Securities to be included in such offering (after the inclusion in such registration of the number of Registrable Securities of the Demand Holder triggering such 50% threshold) shall (i) enter into an underwriting agreement be allocated pro rata among the Demand Holder and the Parties holding Piggyback Securities on the basis of the number of Common Shares requested to be included in reasonable and customary form with the underwriter(s) selected such registration by the Company for each such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementholder.

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If Company at any time after 180 days from the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company hereof proposes to file on its behalf and/or on behalf of any holder of its Securities a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute successor form that may for Securities to be adopted by offered in a transaction of the Commissiontype referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) or filed in connection with an exchange offer or offering for the registration of securities solely to the Company’s existing stockholdersSecurities (a "Piggy-Back Registration"), then the Company shall it will give written notice to all Holders at least 20 days before the initial filing with the SEC of such piggy-back registration statement (a "PiggyBack Registration Statement") which notice shall set forth the intended method of disposition of the Securities proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such be registered by Company. The notice shall offer to include in such Holders filing the opportunity to register such aggregate number of shares of Registrable Securities as each such Holders may request. (b) Each Holder may request desiring to have Registrable Securities registered under this Section 3 ("Participating Piggy-Back Holders") shall advise Company in writing within five ten (510) Business Days days after the date of receiving receipt of such notice offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (a “c) below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the Securities Act. (c) If the Piggy-Back Registration”). The Company shall use its commercially reasonable efforts Registration relates to cause an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in a the Piggy-Back Registration in addition to the Securities being registered by Company would be included on greater than the same terms and conditions as any similar securities Maximum Number of Securities, then: (i) in the event Company included therein. Participation in a initiated the Piggy-Back Registration as provided Registration, Company shall include in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration first, the Securities Company proposes to register and second, the Securities of all other selling security holders, including the Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an amount which together with the Securities Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis; (ii) complete in the event any holder of Securities of Company initiated the Piggy-Back Registration, Company shall include in such Piggy-Back Registration first, the Securities such security holder proposes to register and execute all questionnairessecond, powers-of-attorneythe Securities of any other selling security holders, indemnitiesin an amount which together with the Securities the first selling security holder proposes to register, opinions and other documents reasonably required under shall not exceed the terms Maximum Number of Securities, such underwriting agreementamount to be allocated among such selling security holders on a pro rata basis; (d) Company will not hereafter enter into any agreement which is inconsistent with the rights of priority provided in paragraph (c) above.

Piggy Back Registration. Subject to Section 2.3 hereofIf, if at any time after the date that is three hundred sixty five (365i) days after the IPO Closing Date, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten equity offering of Common Shares by the Company at least Thirty Million Dollars ($30,000,000) for its own account (or for the account of any of its security holders of any class of equity security other than (i1) any Shelf Registration Statement registration statement filed by the Company under the Securities Act relating to an offering of Class A Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (2) any registration statement filed in connection with a demand registration right, including, without limitation, a Demand Registration Notice pursuant to Section 2.1(a) or Statement, (ii3) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (4) any registration statement filed prior to the date that is 180 days following the date of the initial closing of the Offering, or (5) any registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders)securities holders, and (ii) either (1) the Company has failed to file, or if filed fails to maintain the effectiveness of, a Continuous Offering Registration Statement or (2) the registration statement is filed on or after the date that is 180 days following the initial closing of the Offering and prior to the date that is 270 days following the initial closing of the Offering, then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Holders each Holder the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”); provided, that, in no event shall the Company be required to register in a Piggy-Back Registration any Registrable Securities registered pursuant to an effective, or filed but not yet effective, Registration Statement. The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement.

Piggy Back Registration. Subject to Section 2.3 hereof, if 1.3.1 If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Dateor from time to time, the Company proposes Corporation shall determine to file a Registration Statement under the Securities Act with respect to an underwritten offering register any of Common Shares by the Company its securities, for its own account or the account of any of its stockholders, including a registration relating solely to employee and/or consultant stock option or purchase plans or a registration relating solely to a business combination transaction, the Corporation will: (A) promptly give to each Holder a written notice thereof (which shall include a list of the jurisdictions in which the Corporation intends to attempt to qualify such securities under the applicable blue sky or other than state securities laws): and (B) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 30 days after receipt of such written notice from the Corporation, by any Holder or Holders, except as set forth in Section 1.3.2. 1.3.2 If the registration of which the Corporation gives notice is for a registered public offering involving an underwriting, the Corporation shall so advise the Holders as part of the written notice given pursuant to Section 1.3. 1. In such event the right of any Holder to registration pursuant to this Section 1.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting must enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Corporation. Notwithstanding any other provision of this Section 1.3, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, and (i) any Shelf Registration Statement filed if such registration is the first Underwritten Public Offering, the underwriter may limit the number of Registrable Securities to be included in connection with a Registration Notice pursuant to Section 2.1(a) the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting, or (ii) a if such registration statement on Form S-4 or S-8 (or is other than the first Underwritten Public Offering, the underwriter may limit to 25% of the total amount of the registration the amount of Registrable Securities to be included in the registration. However, this underwriters' "cutback" right after the first Underwritten Public Offering shall be restricted so that all shares held by Company employees, officers and directors which are not Registrable Securities shall be excluded from the registration before any substitute form that may Registrable Securities are so excluded. The Corporation shall so advise all Holders of Registrable Securities which would otherwise be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date)registered and underwritten pursuant hereto, and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all of the Holders of Registrable Securities, in proportion, as each such Holder may request in writing within five (5) Business Days nearly as practicable, to the respective amounts of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on such registration held by such Holder at the same terms and conditions as any similar time of filing the registration statement. In such event, except for securities sold by the Corporation, no securities of the Company included therein. Participation in Corporation held by anyone other than a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders Holder of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement may be included in reasonable the registration and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under underwriting. If any Holder disapproves of the terms of any such underwriting agreement.underwriting, he may elect to withdraw therefrom by written notice to the Corporation and

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes intends to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-4 S-8 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders)Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such proposed filing intention to the Holders as soon as practicable (but in no event less than ten (10) Business Days before each Stockholder then holding Registrable Securities at least 20 business days prior to the anticipated filing date), and date of such notice registration statement. Such Intended Offering Notice shall offer to include in such Holders registration statement for offer to the opportunity to register public such number of shares of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Holder may request registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing within five (5such written notice being a "Piggy-back Notice") Business Days not later than 10 business days after the Company's delivery to such Stockholder of receiving the Intended Offering Notice, if such notice stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a “Piggy-Back Registration”)"Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. The No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election. (b) In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company in writing that in its or their opinion the number of securities proposed to be registered exceeds the number that can be sold in such offering, the Company shall use its commercially reasonable efforts include in such Registration the number of securities that, in the opinion of such managing underwriter or underwriters, can be sold as follows: (i) first, the securities that the Company proposes to cause sell or, if the managing underwriter(s) Registration is in response to a Demand, the securities that the Demanding Stockholder proposes to sell (in the event of a proposed underwritten offering joint Demand, pro rata in proportion to permit the Registrable number of Applicable Securities requested to be included by each Demanding Stockholder), (ii) second, Applicable Securities requested to be included in such Registration by the Participating Stockholders, and, if the Registration is in response to a Demand, the securities that the Company proposes to sell (pro rata in proportion to the number of Applicable Securities requested to be included by each Participating Stockholder and, if applicable, the Company) and (iii) third, other securities requested to be included in such Registration. (c) The rights of each Stockholder pursuant to Section 4.1 hereof and this Section 4.2 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, the Company may abandon and/or withdraw any registration as to which any right under Section 4.2 may exist at any time and for any reason without liability hereunder. In such event, the Company shall notify each Stockholder to the extent that it has delivered a Piggy-Back Registration back Notice to be included on the same terms and conditions as any similar securities of the Company included such Stockholder to participate therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that Initial Closing Date there is three hundred sixty five not an effective registration statement covering all of the Underlying issued Shares and issuable upon conversion of issued Notes (365collectively, “Registrable Securities”) days after the IPO Closing Date, and the Company proposes determines to prepare and file with the Commission a Registration Statement registration statement relating to an offering for its own account or the account of others under the Securities Act with respect to an underwritten offering of Common Shares by the Company for any of its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form equity securities, but excluding Forms S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders)and similar forms which do not permit such registration, then the Company shall give send to each holder of any of the Registrable Securities written notice of such proposed filing determination and, if within fifteen calendar days after receipt of such notice, any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the underlying Registrable Securities, such holder requests to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), be registered and which inclusion of such notice shall offer such Holders the opportunity to register such number of shares of underlying Registrable Securities as each such Holder may request will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in writing within five accordance with guidance provided by the SEC (5) Business Days of receiving such notice (a “Piggy-Back Registration”including, but not limited to, Rule 415). The obligations of the Company shall use its commercially reasonable efforts to cause the managing underwriter(s) under this Section may be waived by any holder of a proposed underwritten offering to permit any of the Registrable Securities requested entitled to registration rights under this Section 4.20. The holders whose Underlying Registrable Securities are included or required to be included in a Piggy-Back Registration to be included on such registration statement are granted the same terms rights, benefits, liquidated or other damages and conditions indemnification granted to other holders of securities included in such registration statement. In no event shall the liability of any holder of Underlying Registrable Securities or permitted successor in connection with any Underlying Registrable Securities included in any such registration statement be greater in amount than the dollar amount of the net proceeds actually received by such Purchaser upon the sale of the Underlying Registrable Securities sold pursuant to such registration or such lesser amount in proportion to all other holders of Underlying Registrable Securities included in such registration statement. All expenses incurred by the Company in complying with Section 4.18, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities are called "Selling Expenses." The Company will pay all Registration Expenses in connection with the registration statement under Section 4.20. Selling Expenses in connection with each registration statement under Section 4.20 shall be borne by the holder and will be apportioned among such holders in proportion to the number of Underlying Registrable Securities included therein for a holder relative to all the securities included therein for all selling holders, or as any similar securities all holders may agree. It shall be a condition precedent to the obligations of the Company included therein. Participation in a Piggy-Back Registration as provided in to complete the registration pursuant to this Section 2.2(a) shall not count as an exercise of Agreement with respect to the Registration Rights under Section 2.1(a). All Holders of Underlying Registrable Securities proposing of a particular Purchaser that such Purchaser shall furnish to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for in writing such Piggy-Back Registration information and (ii) complete representation letters, including a completed form of a securityholder questionnaire, with respect to itself and execute all questionnaires, powers-of-attorney, indemnities, opinions the proposed distribution by it as the Company may reasonably request to assure compliance with federal and other documents reasonably required under the terms of such underwriting agreementapplicable state securities laws.

Piggy Back Registration. Subject to Section 2.3 hereof(a) If Celsion, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file on its behalf and/or on behalf of any holder of its securities (other than a Registration Statement holder of Registrable Securities) a registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commissiontype referred to in Rule 145 under the Securities Act or to employees of Celsion pursuant to any employee benefit plan, respectively) or filed in connection with an exchange offer or offering for the registration of securities solely to the Company’s existing stockholdersCelsion Common Stock (a "Piggy-Back Registration"), then the Company shall it will give written notice to BSC at least 20 days before the initial filing with the SEC of such proposed filing to the Holders as soon as practicable piggy-back registration statement (but in no event less than ten (10) Business Days before the anticipated filing datea "Piggy-Back Registration Statement"), and such which notice shall set forth the intended method of disposition of the securities proposed to be registered by Celsion. The notice shall offer to include in such Holders filing the opportunity to register such aggregate number of shares of Registrable Securities as each such Holder BSC may request request. (b) If BSC desires to have its Registrable Securities registered under this Section 10.04, it shall advise Celsion in writing within five ten days after the date of receipt of such offer from Celsion, setting forth the amount of such Registrable Securities for which registration is requested. Celsion shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (5c) Business Days below, and shall use its reasonable best efforts to effect registration of receiving such notice Registrable Securities under the Securities Act. (a “c) If the Piggy-Back Registration”). The Company shall use its commercially reasonable efforts Registration relates to cause an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in a the Piggy-Back Registration in addition to the securities being registered by Celsion would be included greater than the total number of securities which can be sold in the offering without having a material adverse effect on the same terms and conditions as any similar distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the "Maximum Number of Securities"), then: (i) in the Company included therein. Participation in a event Celsion initiated the Piggy-Back Registration as provided Registration, Celsion shall include in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration first, the securities Celsion proposes to register and second, the securities of all other selling security holders, including BSC, to be included in such Piggy-Back Registration in an amount which together with the securities Celsion proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of Celsion held by each such selling security holder); (ii) complete in the event any holder of securities of Celsion initiated the Piggy-Back Registration, Celsion shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any other selling security holders, including BSC, in an amount which together with the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of Celsion held by each such selling security holder) and execute all questionnairesthird, powersany securities Celsion proposes to register, in an amount which together with the securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Maximum Number of Securities. (d) Celsion will not hereafter enter into any agreement, which is inconsistent with the rights of priority provided in paragraph (c) above. (e) BSC's rights of registration under this Section 10.04 shall not apply to any Piggy-of-attorney, indemnities, opinions and other documents reasonably required under Back Registration proposed to be filed during the terms of such underwriting agreementfirst nine months following the date hereof.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for the account of any of the respective Holders of any class of its own account securities (other than (i) any Shelf a Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholdersSEC), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) 20 Business Days before the anticipated filing date), and such notice shall offer such Holders holders the opportunity to register such number of shares amount of Registrable Securities as each such Holder holder may request in writing within five (5which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) Business Days of receiving such notice (a “"Piggy-Back Registration”"). The In the case of any underwritten offering, the Company shall use its commercially reasonable best efforts to cause the managing underwriter(s) underwriter or underwriters of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of any other Holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section by giving written notice to the Company included thereinof its request to withdraw prior to the time such Registration Statement is declared or becomes effective. Participation in The Company may withdraw a Piggy-Back Registration as at any time prior to the time it is declared or becomes effective; provided that the Company shall give prompt notice thereof to participating holders. The Company will pay all Registration Expenses in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders connection with each registration of Registrable Securities proposing requested pursuant to distribute their securities through this Section, and each participating holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such participating holder's Registrable Securities pursuant to a Piggy-Back Registration registration statement effected pursuant to this Section. No failure to effect a registration under this Section and to complete the sale of Notes in connection therewith shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by relieve the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and of any other documents reasonably required obligation under the terms of such underwriting agreementthis Agreement.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account or for the account of any securityholders of any class of its equity Securities (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute applicable substitute, replacement or successor form that may be adopted by the Commission), (ii) or a registration statement filed in connection with an exchange offer or offering of securities Securities solely to the Company’s existing stockholderssecurityholders or (iii) a registration statement relating to a Demand Registration), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten twenty (1020) Business Days days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities Common Stock as each such Holder may request in writing within five (5which request shall specify the number of shares of Registrable Common Stock intended to be disposed of by such Holder and the intended method of distribution thereof) Business Days of receiving such notice (a “Piggy-Back Registration”). For the avoidance of doubt, the foregoing shall not apply to the registration statement filed by the Company in respect of its Initial Public Offering if the Initial Exercise Date of the Warrant is the consummation of such Initial Public Offering. The Company shall use its commercially all reasonable efforts to cause the managing underwriter(s) Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Common Stock requested by the Holders thereof to be included in a Piggy-Back Registration to be included (the “Piggy-Back Holders”) on the same terms and conditions as any similar securities Securities of the Company or any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Common Stock in accordance with the intended method of distribution thereof. Participation Any Holder shall have the right to withdraw its request for inclusion of its Registrable Common Stock in any registration statement pursuant to this Section 3 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration as provided in this Section 2.2(a) at any time prior to the time it becomes effective; provided, that the Company shall not count as an exercise of reimburse the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in Holders for all reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powersout-of-attorneypocket expenses (including reasonable counsel fees and expenses) incurred prior to such withdrawal. No registration effected under this Section 3, indemnitiesand no failure to effect a registration under this Section 3, opinions shall relieve the Company of its obligations pursuant to Section 2 hereof, and no failure to effect a registration under this Section 3 and to complete the sale of shares of Registrable Common Stock in connection therewith shall relieve the Company of any other documents reasonably required obligation under this Agreement (including, without limitation, the terms of such underwriting agreementCompany’s obligations under Sections 6 and 7 hereof).

Piggy Back Registration. Subject to Section 2.3 hereof, if (i) If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account or for the account of any other Person (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice the Stockholders), other than pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders)successor forms thereto, then the Company shall will give written notice to all Stockholders of its intention to effect such proposed filing to the Holders as soon as practicable (but in no event less a registration not later than ten (10) Business Days before prior to the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice date (a “Piggy-Back Piggyback Registration”). Subject to Section 3.2(b)(iii) hereof, the Company will include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within seven (7) Business Days after the receipt by the applicable Stockholder of the Company’s notice. The Company Stockholders shall use its commercially reasonable efforts be permitted to cause the managing underwriter(s) withdraw all or any part of a proposed underwritten offering to permit the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten offering, all Persons whose securities are included in the Piggyback Registration shall be obligated to sell their securities on the terms and conditions of the underwriting. (i) A Piggyback Registration shall not count as a Demand Registration. (ii) If a Piggyback Registration is an underwritten registration, and the managing underwriters advise the Company in writing that in their opinion the total number or dollar amount of securities requested to be included in such registration exceeds the number or dollar amount of securities which can be sold in such offering, and such offering was demanded by persons other than the Stockholders, the Company will include in such registration in the following priority: (1) first, Company Securities sold for the account of any third-party holders if the registration was initiated by such holders pursuant to contractual demand registration rights; (2) second, pro-rata among any other Stockholders and the holders of any other securities according to the number of shares requested to be registered by such other holders and the Stockholders; (3) shares of Common Stock sold for the account of the Company; and (4) pro-rata among any other holders of Company Securities. (iii) If a Piggy-Back Piggyback Registration is an underwritten registration, and the managing underwriters advise the Company in writing that in their opinion the total number or dollar amount of securities requested to be included on in such registration exceeds the same terms number or dollar amount of securities which can be sold in such offering, and conditions as any similar securities the Company initiated the registration for the purpose of selling Company Securities for its own account, the Company will include in such registration in the following priority: (1) first, shares of Common Stock sold for the account of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration Company; and (ii2) complete second, pro-rata among any other holders of Company Securities exercising contractual registration rights and execute all questionnaires, powers-of-attorney, indemnities, opinions the Stockholders according to the number of shares requested to be registered by such other holders and other documents reasonably required under the terms of such underwriting agreementStockholders.

Piggy Back Registration. Subject to Section 2.3 hereof, if If the Parent shall at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to prepare and file a Registration Statement registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to an underwritten the public offering of Common Shares by any Shares, the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders), then the Company Parent shall give written notice thereof to each Holder and shall, upon the written request of any Holder within 10 Business Days after such proposed filing notice, include in the registration statement such number of the Holder's Shares as such Holder may request. The Parent will keep such registration statement effective and current under the Securities Act permitting the sale of the Holders' Shares included therein for the same period that the registration is maintained effective in respect of Shares of other persons (including the Parent). In any underwritten offering the Holders' Shares to be included will be sold at the Holders same time and the same per-share price as soon as practicable (but in no the Parent 's Shares. In the event less than the Parent fails to receive a written inclusion request from a Holder within ten (10) Business Days before after the anticipated mailing of its written notice, then the Parent shall have no obligation to include any of such Holder's Shares in the offering. (a) In connection with any registration statement or subsequent amendment or similar document filed and is subject hereto, the Parent shall take all reasonable steps to make the Holders' securities covered thereby eligible for public offering and sale under the securities or blue sky laws of such jurisdictions as may be specified by the relevant Holders by the effective date of such registration statement; provided that in no event shall the Parent be obligated to qualify to do business in any jurisdiction where it is not so qualified at the time of filing datesuch documents, or to take any action which would subject it to unlimited service of process in any jurisdiction where it is not so subject at such time. The Parent shall keep such blue-sky filings current for the length of time it must keep any registration statement, post-effective amendment, prospectus or offering circular effective pursuant hereto. (b) In connection with any registration statement or other filing described herein, and in connection with making and keeping such filings effective as provided herein, the Parent shall bear all the expenses and professional fees of the Parent and Holders (including the fees and expenses of one legal counsel for all Holders), except for the Holder's pro rata share of any discounts and such notice commissions, and shall offer such also provide the Selling Holders the opportunity to register such with a reasonable number of shares printed copies of Registrable Securities as the prospectus, offering circulars and/or supplemental or amended prospectuses in final and preliminary form. The Parent consents to the use of each such Holder may request prospectus or offering circular in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form connection with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms sale of such underwriting agreementHolders' Shares.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is issuance of any Registrable Securities (as defined below) and prior to the three hundred sixty five (365) days after year and six-month anniversary of the IPO Closing Date, the Company Purchaser proposes to file a Registration Statement register any of its securities under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (or for the account of any security holder other than (i) any Shelf Registration Statement filed in connection with a Registration Notice the Seller, other than pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 S-4, F-4 or S-8 (or any substitute form that may be adopted by successor forms thereto, the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders), then the Company shall Purchaser will give written notice of such proposed filing to the Holders as soon as practicable Seller of its intention to effect such a registration not later than ten (but 10) days prior to the anticipated filing date (a “Piggyback Registration”). Subject to the provisions contained in no event less than this Section 8.4, the Purchaser will include in such Piggyback Registration all issued and outstanding Purchaser Ordinary Shares issued pursuant to this Agreement (“Registrable Securities”) with respect to which the Purchaser has received written requests for inclusion therein within ten (10) Business Days before after the anticipated filing date), and such notice shall offer such Holders receipt by the opportunity to register such number Seller of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”)the Purchaser’s notice. The Company Seller shall use its commercially reasonable efforts be permitted to cause the managing underwriter(s) withdraw all or any part of a proposed underwritten offering to permit the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten offering, all Persons whose securities are included in the Piggyback Registration shall be obligated to sell their securities on the terms and conditions of the underwriting. (i) If a Piggyback Registration is an underwritten registration, and the managing underwriters advise the Purchaser in writing that in their opinion the total number or dollar amount of securities requested to be included in such registration exceeds the number or dollar amount of securities which can be sold in such offering, and such offering was demanded by persons other than the Seller, the Purchaser will include in such registration in the following priority: (1) first, securities of the Purchaser sold for the account of any third-party holders if the registration was initiated by such holders pursuant to contractual demand registration rights, (2) second, pro-rata among the holders of any other securities according to the number of shares requested to be registered by such other holders and the Seller, (3) Purchaser Ordinary Shares sold for the account of the Purchaser, and (4) pro-rata among any other holders of Purchaser Ordinary Shares. (ii) If a Piggy-Back Piggyback Registration is an underwritten registration, and the managing underwriters advise the Purchaser in writing that in their opinion the total number or dollar amount of securities requested to be included on in such registration exceeds the same terms number or dollar amount of securities which can be sold in such offering, and conditions as any similar securities the Purchaser initiated the registration for the purpose of selling Purchaser Ordinary Shares for its own account, the Purchaser will include in such registration in the following priority: (1) first, Purchaser Ordinary Shares sold for the account of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration Purchaser; and (ii2) complete second, pro-rata among any other holders of any other securities exercising contractual registration rights and execute all questionnaires, powers-of-attorney, indemnities, opinions the Seller according to the number of shares requested to be registered by such other holders and other documents reasonably required under the terms of such underwriting agreementSeller.

Piggy Back Registration. Subject to Section 2.3 hereof(a) If, if at any time after that a Stockholder Director Nominee serves as a member of the date that is three hundred sixty five (365) days after the IPO Closing DateBoard, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of any of its Common Shares by the Company Stock (i) for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-8 or Form S-4 or S-8 (or any substitute form that may be adopted by the Commission)) or filed in connection with an exchange offer or offering (ii) for the account of securities solely to any holders of Registrable Securities other than the Company’s existing stockholders)Stockholders, then the Company shall give written notice of such proposed filing to the Holders Stockholder Representative as soon as practicable (but in no any event not less than ten (10) Business Days before the anticipated filing date) (the “Piggy-Back Notice”), and such notice shall the Piggy-Back Notice will offer such Holders the opportunity Stockholders the opportunity, subject to the limitations provided in Section 3.2(b) and the restrictions on Transfer provided in Section 2.1, to register such number of shares of Registrable Securities as each such Holder the Stockholder Representative may request in writing within five (5) Business Days on behalf of receiving such notice the Stockholders on the same terms and conditions as the registration of the Company’s or other holders’ Registrable Securities (a “Piggy-Back Registration”). The Stockholder Representative on behalf of each Stockholder shall have five (5) Business Days after the date on which the Stockholder Representative received the Piggy-Back Notice to make a written request to the Company shall for common stock held by any such Stockholder to be included in such registration statement (a “Piggy-Back Request”). The Company will use its commercially reasonable best efforts to cause effect the managing underwriter(s) registration under the Securities Act of a proposed underwritten offering all Registrable Securities which the Company has been so requested to register by such Stockholders to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that (A) if such registration involves an underwritten Public Offering, all such Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to any Underwriters at the same price and subject to the same underwriting fees, discounts or commissions as apply to the Company or any other holder of Registrable Securities and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 3.2(a), the Company shall determine for any reason to not file a registration statement, the Company shall give written notice to the Stockholder Representative and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement. (b) If a registration pursuant to this Section 3.2 involves an underwritten Public Offering and the managing Underwriter advises the Company in writing that the number of shares of Common Stock that the Company and any holders, including the Stockholders, intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Registrable Securities proposed to be registered by the Company as would not cause the offering to exceed the Maximum Offering Size; and (ii) second, all Registrable Securities requested to be included in a Piggy-Back Registration such registration by all holders, including Stockholders, pursuant to this Section 3.2 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among all such holders on the basis of the relative number of shares of Registrable Securities so requested to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(asuch registration). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement.

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes Adelphia determines to file a Registration Statement register any shares of its capital stock under the Securities Act with respect to an underwritten offering on a form that also would permit the registration of Common the Registrable Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholdersForm S-8), then Adelphia promptly will, each such time, give the Company shall give Century Holders written notice of such proposed determination at least 30 days before the anticipated filing date of such registration statement. Upon the written request of any Century Holder given within 20 calendar days after the delivery of any such notice by Adelphia, Adelphia will include in such registration statement all of the Registrable Shares that such Century Holder has requested to be registered. (b) Adelphia may decline to file a registration statement after giving notice to the Century Holders pursuant to Section 3(a), or withdraw a registration statement after filing and after such notice but prior to the effectiveness thereof. In any such event; Adelphia promptly will notify the Century Holders of any such action and will bear all expenses incurred by any Century Holder in connection with such withdrawn registration statement. (c) In connection with any registration of securities by Adelphia subject to this Section 3 in connection with a firm commitment underwriting, Adelphia will not be required to include any Registrable Shares of any Century Holder in such underwriting unless such Century Holder accepts the terms of the underwriting as soon agreed upon between Adelphia and the underwriters selected by it, so long as practicable the underwriting agreement is in customary form. If, in the reasonable judgment of the managing underwriter of such firm commitment underwriting expressed in a written opinion to the Century Holders, the inclusion of all of the Registrable Shares requested to be registered would interfere with the successful marketing of shares in such underwriting, the number of Registrable Shares to be included in the firm commitment underwriting will be reduced to such smaller number (but in no event less than ten 20% of the securities in such underwriting, except to the extent provided in clause (10ii) Business Days before of the anticipated filing date)next sentence) as, in the reasonable judgment of the underwriters, will not interfere with the successful marketing of shares in such underwriting. In such event, shares will be selected for participation in such offering in the following priority (giving effect to the immediately preceding parenthetical): (i) first, the shares of capital stock that Adelphia proposes to sell for its own account; and (ii) second, the Registrable Shares requested to be included (to be allocated pro rata among such notice shall offer Century Holders requesting such registration based upon the number of Registrable Shares owned by such Century Holders, pro rata among Century Holders and any third party on the opportunity to register such basis of the number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(asuch registration by each such Century Holder(s) shall not count as an exercise of the Registration Rights under Section 2.1(aor other party). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement.

Piggy Back Registration. Subject (a) If the Company shall at any time propose to Section 2.3 hereoffile a registration statement under the Securities Act, other than pursuant to any Demand Registration, for an offering of Class A Common Shares (whether in connection with a public offering of Class A Common Shares by the Company, a public offering of Class A Common Shares by shareholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form F-4 or an offering on any registration statement form that does not permit secondary sales), the Company shall promptly notify the Controlling Shareholder of such proposal reasonably in advance of (and in any event not less than fourteen (14) Business Days prior to) the anticipated filing date (the “Piggy-back Notice”). The Piggy-back Notice shall offer the Controlling Shareholder the opportunity to include for registration in such registration statement the number of Registrable Securities as it may request (a “Piggy-back Registration”). The Company shall include in each such Piggy-back Registration such Registrable Securities for which the Company has received written request within ten (10) days after delivery to the Controlling Shareholder of the Piggy-back Notice (“Piggy-back Request”) for inclusion therein. If the Controlling Shareholder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, the Controlling Shareholder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of Class A Common Shares, all upon the terms and conditions set forth herein. (b) Additionally, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing DateCompany, including if the Company qualifies as a well-known seasoned issuer (within the meaning of Rule 405 under the Securities Act) (a “WKSI”), proposes to file a prospectus supplement to an effective Shelf Registration Statement for the sale of Class A Common Shares for its own account, or for the benefit of the holders of any of its securities other than the Controlling Shareholders, to an underwriter on a firm commitment basis for reoffering to the public (e.g., a “registered follow-on offering,” a “confidentially marketed public offering,” a “bought deal,” a “block trade” or a “registered direct offering” with one or more investment banks) (collectively, a “Piggy-Back Underwritten Offering”), then as soon as practicable but not less than fourteen (14) Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act, or (y) any prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholdersif no preliminary prospectus supplement is used), then as the case may be, the Company shall give written notice of such proposed filing Piggy-Back Underwritten Offering (the “Piggy-Back Underwritten Offering Notice”) to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), Controlling Shareholders and such notice shall offer such Holders the Controlling Shareholders the opportunity to register include in such Piggy-Back Underwritten Offering such number of shares of Registrable Securities (the “Included Registrable Securities”) as each such Holder the Controlling Shareholder may request in writing within five (5) Business Days of receiving such notice (a the “Piggy-Back RegistrationUnderwritten Offering Request”). Prior to the commencement of any “road show,” the Controlling Shareholder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2(b) by giving written notice to the Company of its request to withdraw (the “Piggy-Back Underwritten Offering Withdrawal Notice”). The Company Controlling Shareholder shall use its commercially reasonable efforts to cause have ten (10) days after receiving the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration Underwritten Offering Notice to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a send its Piggy-Back Registration as provided in this Section 2.2(aUnderwritten Offering Request to the Company, except that the Controlling Shareholder shall have three (3) shall not count as an exercise days after receipt of the Registration Rights under Section 2.1(a)Piggy-Back Underwritten Offering Notice to provide the Company its Piggy-Back Underwritten Offering Request in the case of a “block trade”, “bought deal”, “accelerated bookbuild, or ABB”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. All Holders No registration of Registrable Securities proposing effected under this Section 2.2(b) shall relieve the Company of its obligations to distribute their securities through a effect registrations under Section 2.1 hereof. (c) The Company shall have the right to terminate or withdraw any registration or Piggy-Back Underwritten Offering initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not the Holders have elected to include Registrable Securities in such registration. Notwithstanding Section 2.9 hereof, in the case of the termination or withdrawal referred in the immediately preceding sentence, all Registration shall Expenses (ias defined below) enter into an underwriting agreement incurred in reasonable and customary form connection with the underwriter(s) selected by the Company for such registration or Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under Underwritten Offering shall be borne entirely by the terms of such underwriting agreementCompany.

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement register any of its securities under the Securities Act with respect and the registration form to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that be used may be adopted by used for registration of the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders)Registrable Securities, then the Company shall give prompt written notice of such proposed filing to the Holders Sellers as soon as practicable (but in no event less than ten thirty (1030) Business Days days before the anticipated filing date), and such notice shall offer such Holders Sellers the opportunity to register such number of shares of Registrable Securities as each such Holder Sellers may request in writing within five (5which request shall specify the Registrable Securities intended to be disposed of by Sellers and the intended method of distribution thereof) Business Days of receiving such notice (a “"Piggy-Back Registration”"). The Company shall use its commercially reasonable best efforts to cause the managing underwriter(s) Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Participation Sellers shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of their request to withdraw, provided that, except as otherwise set forth in Section 2.3(c), in the event of such withdrawal, Sellers shall be responsible for all fees and expenses (including fees and expenses of counsel) incurred by Sellers prior to such withdrawal. The Company may withdraw a Piggy-Back Registration as provided in at any time prior to the time it becomes effective. (b) No registration effected under this Section 2.2(a) 2.2, and no failure to effect a registration under this Section 2.2, shall not count as an exercise relieve the Company of its obligation to effect a registration upon the Registration Rights request of Sellers pursuant to Section 2.1, and no failure to effect a registration under this Section 2.1(a). All Holders 2.2 and to complete the sale of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration in connection therewith shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by relieve the Company for such Piggy-Back Registration of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement4.1).

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365a) days after the IPO Closing Date, If the Company proposes to file on its behalf and/or on behalf of any holder of its securities (other than a Registration Statement Holder of Registrable Securities) a registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commission) type referred to in Rule 145 under the Securities Act or filed in connection with an exchange offer or offering to employees of securities solely to the Company’s existing stockholders), then the Company shall give written notice pursuant to any employee benefit plan, respectively) for the registration of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice Common Stock (a “Piggy-Back Registration”), it will give written notice to all Holders at least twenty (20) days before the initial filing with the SEC of such registration statement (a “Piggy-Back Registration Statement”), which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. (b) Each Holder desiring to have Registrable Securities registered under this Section 4 (“Participating Piggy-Back Holders”) shall advise the Company in writing within ten (10) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its commercially reasonable best efforts to cause effect registration of such Registrable Securities under the Securities Act. (c) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter(sunderwriter of such proposed public offering advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in the Piggy-Back Registration in addition to the securities being registered by the Company would be greater than the Maximum Number of Securities (having the same meaning as defined in Section 3 but replacing the term “Demand Registration” with “Piggy-Back Registration”), then: (i) in the event the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration, first, the securities the Company proposes to register and, second, the Registrable Securities of all Participating Piggy-Back Holders, proposed to be included in such Piggy-Back Registration in an amount which, together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated, first, to the New Holders requesting Registrable Securities be included in the Piggy-Back Registration on a proposed underwritten offering pro rata basis (based on the aggregate number of Registrable Securities requested by such New Holders to permit be included in the Piggy-Back Registration Statement) and, second, to the Existing Holders requesting Registrable Securities be included in the Piggy-Back Registration Statement on a pro rata basis (based on the aggregate number of Registrable Securities requested by such Existing Holders to be included in the Piggy-Back Registration Statement); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Piggy-Back Registration unless all of the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and by the New Holders are included in such Piggy-Back Registration; (ii) complete and execute in the event any holder or holders of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration, first, the securities such initiating security holder or holders propose to register, second, the Registrable Securities of all questionnairesParticipating Piggy-Back Holders proposed to be included in such Piggy-Back Registration, powersin an amount which, together with the securities the initiating security holder or holders propose to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such Participating Piggy-ofBack Holders, first, to the New Holders requesting Registrable Securities be included in the Piggy-attorneyBack Registration Statement on a pro rata basis (based on the aggregate number of Registrable Securities requested by such New Holders to be included in the Piggy-Back Registration Statement) and, indemnitiessecond, opinions and other documents reasonably required under to the terms Existing Holders requesting Registrable Securities be included in the Piggy-Back Registration Statement on a pro rata basis (based on the aggregate number of Registrable Securities requested by such underwriting Existing Holders to be included in the Piggy-Back Registration Statement); provided, however, that in no event may Registrable Securities held by the Existing Holders be included in such Piggy-Back Registration unless all of the Registrable Securities requested to be included in such Piggy-Back Registration by the New Holders are included in such Piggy-Back Registration. (d) The Company will not hereafter enter into any agreement, which is inconsistent with the rights of priority provided in paragraph (c) above.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company Purchaser proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company Purchaser for its own account or for the account of any of its respective security holders (other than (ix) any Shelf a Registration Statement filed on any form inappropriate for an underwritten public offering or related solely to securities to be issued in connection with a merger, acquisition of the stock or assets of another entity or in a similar transaction, or (y) a Registration Notice Statement pursuant to Section 2.1(aClauses 1.1, 1.2(b) or (ii1.2(c) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholdersthis Schedule 6), then the Company Purchaser shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date)practicable, and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of ten business days after receiving such notice (which request shall specify the number of shares intended to be disposed of by such Holder and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a “"Piggy-Back Registration”"). The Company Purchaser shall use its commercially reasonable efforts to cause the managing underwriter(s) Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company Purchaser or any other security holder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Participation in The Purchaser may withdraw a Piggy-Back Registration as provided in at any time prior to the time it becomes effective. The Purchaser shall only be required to effect one Piggy-Back Registration pursuant to this Section 2.2(aClause 1.2(h) and shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing be required to distribute their securities through effect a Piggy-Back Registration shall with respect to any securities of a Holder that are eligible for sale pursuant to Rule 144 under the Securities Act. Notwithstanding anything contained herein, if the managing underwriter or underwriters of any underwritten offering described in this Clause 1.2(h) have informed, in writing, the Holders requesting inclusion in such offering that it is their opinion that the total number of shares which the Purchaser, Holders and any other persons holding securities of the same class as the Registrable Securities desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, then, the Purchaser will include in such registration (iA) enter into an underwriting agreement first, all the shares the Purchaser offered for its own account, if any, (B) then, if additional shares may be included in reasonable and customary form with such registration without adversely affecting the underwriter(s) selected success of such offering, the shares offered by the Company for holders of securities as a result of their exercise of "demand" registration rights by such holders, if any, and (C) then, if additional shares may be included in such registration without adversely affecting the success of such offering, the number of shares offered by the Holders, on a pro rata basis in proportion to the relative number of Registrable Securities of the holders (including the Holders) participating in such registration. If such reduction would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be entirely excluded from such offering. The Holders included in any Piggy-Back Registration shall pay all expenses relating to shares sold by such Holders, including underwriters' or brokers' discounts and (ii) complete commissions, and execute all questionnairesfederal and blue sky registration, powers-of-attorneyfiling and qualification fees, indemnities, opinions and other documents reasonably required under in each case to the terms of extent relating to such underwriting agreementshares.

Piggy Back Registration. Subject (i) If (but without any obligation to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365do so) days after the IPO Closing Date, the Company proposes to file register (including for this purpose a Registration Statement registration effected by the Company for shareholders other than the Holder) any of its stock or other securities under the Securities Act in connection with respect to an underwritten the public offering of Common Shares by the Company for its own account such securities on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commissiontype referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders(a "Piggy-Back Registration"), then it will promptly (and in any case at least 45 days before the Company shall initial filing with the SEC of such piggy-back registration statement (the "Piggy-Back Registration Statement")) give written notice to each Holder, which notice shall set forth the intended method of such disposition of the securities proposed filing to be registered by the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such Company. The notice shall offer to include in such Holders filing the opportunity to register such aggregate number of shares of Registrable Securities as each the Holder may request. If the Holder desires to have its Registrable Securities registered under this Section 2, such Holder may request shall advise the Company in writing within five 20 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to provisions of Section 2 below, and shall use its reasonable best efforts to effect registration of such Registrable Securities under the Securities Act; provided, however, that the Company shall not be obligated to include any Registrable Securities in any such registration, qualification or compliance, pursuant to this Section 2 after the 144 Sale Date. (5ii) Business Days The Company shall have the right to terminate or withdraw any Piggy-Back Registration initiated by it under this Section 2 prior to the effectiveness of receiving such notice (a “Piggy-Back Registration whether or not the Holder has elected to include securities in such Piggy-Back Registration”). The Company shall use its commercially reasonable efforts . (iii) If the Piggy-Back Registration relates to cause an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in a the Piggy-Back Registration in addition to the securities being registered by the Company would be included greater than the total number of securities which can be sold without having a material adverse effect on the same terms and conditions as any similar securities of distribution, marketability or offering price thereof, then, in the event that the Company included therein. Participation in a initiated the Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by Registration, the Company for shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Holder, to be included in such Piggy-Back Registration in an amount which together with the securities the Company proposes to register to be allocated among such selling security holders on a pro rata basis (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under based on the terms number of securities of the Company held by each such underwriting agreementselling security holder).

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365a) days after the IPO Closing Date, If the Company proposes to file on its behalf and/or on behalf of any holder of its securities (other than a Registration Statement holder of Registrable Securities) a registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commissiontype referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) or filed in connection with an exchange offer or offering for the registration of securities solely to the Company’s existing stockholdersany Security (a "Piggy-Back Registration"), then the Company shall it will give written notice of such proposed filing to the all Holders as soon as practicable at least twenty (but in no event less than ten (1020) Business Days before the anticipated initial filing datewith the SEC of such registration statement (a "Piggy-Back Registration Statement"), and such which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such Holders filing the opportunity to register such aggregate number of shares of Registrable Securities as each such Holders may request. (b) Each Holder may request desiring to have Registrable Securities registered under this Section 3 ("Participating Piggy-Back Holders") shall advise the Company in writing within five (5) 10 Business Days after the date of receiving receipt of such notice (a “Piggy-Back Registration”)offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its commercially reasonable best efforts to cause effect registration of such Registrable Securities under the Securities Act. (c) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in a the Piggy-Back Registration in addition to the securities being registered by the Company would be included on greater than the Maximum Number of Securities (having the same terms and conditions meaning as any similar securities of defined in Section 2 but replacing the Company included therein. Participation in a term "Demand Registration" with "Piggy-Back Registration as provided Registration"), then: (i) in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a event the Company initiated the Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by Registration, the Company for shall include in such Piggy-Back Registration and Registration, in the priority listed below, up to the Maximum Number of Securities: (A) first, the Securities the Company proposes to register for the account of the Company, (B) second, all Registrable Securities requested to be included in such registration by Participating Piggy-Back Holders (allocated, if necessary for the offering not to exceed the Maximum Number of Securities, pro rata among such Holders based on the number of Registrable Securities of the Company held by each such selling security Holder) and (C) third, the securities of all other selling security holders; (ii) complete in the event any holder of Securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration, in the priority listed below, up to the Maximum Number of Securities: (A) first, the Securities such initiating security holder proposes to register and execute all questionnairesthe Securities of any other selling security holders, powersincluding Participating Piggy-of-attorneyBack Holders (allocated, indemnitiesif necessary for the offering not to exceed the Maximum Number of Securities, opinions pro rata among such holders and other documents reasonably required under Holders based on the terms number of Securities of the Company held by each such underwriting selling security holder or Holder) and (B) second, any Securities the Company proposes to register. (d) The Company will not hereafter enter into any agreement, which is inconsistent with the rights of priority provided in paragraph (c) above.

Piggy Back Registration. Subject (a) If the Company shall determine to Section 2.3 hereof, if at register any time after the date that is three hundred sixty five (365) days after the IPO Closing Dateof its equity securities in a Qualified Piggy Back Registration, the Company proposes shall: (x) promptly give to file each of the Holders a Registration Statement written notice thereof (which shall include a list, if then known by the Company, of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (y) subject to the terms set forth in Sections 2(b) and 2(c) hereof, include in such Qualified Piggy Back Registration (and any related qualification under blue sky or other state securities laws), and in any underwriting involved therein, any or all of the Registrable Shares held by any such Holder as set forth in a written request or requests, made by such Holder within seven (7) after receipt of the written notice from the Company described in clause (x) immediately above. (b) If the Registration in respect of which the Company gives notice pursuant to Section 2(a)(x) above is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to said Section 2(a)(x). To the extent such Registration involving an underwriting is only of Common Stock, Holders shall only be entitled to register any Registrable Securities Act in such Registration to the extent such Registrable Securities are Common Stock. If any Holder requests inclusion in any Qualified Piggy Back Registration in accordance with the terms set forth in this Section 2, the inclusion of the Registrable Shares of such Holder in such Qualified Piggy Back Registration shall be conditioned upon such Holder’s acceptance of the further applicable provisions of this Agreement, including the applicable provisions of this Section 2. The Holders whose shares of Registrable Shares are to be included in any such Registration shall (together with the Company and the Other Stockholders, if any, distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for underwriting by the Company; provided, however, that no Holder so registering their Registrable Shares shall be required to make any representations or warranties, or provide any indemnity, in connection with any such Qualified Piggy Back Registration other than representations and warranties (or indemnities with respect thereto) as to an underwritten offering (i) such Holder’s ownership of Common its Registrable Shares to be transferred pursuant to such underwriting agreement free and clear of all liens, claims and encumbrances, (ii) such Holder’s power and authority to effect such transfer pursuant to such underwriting agreement, (iii) such matters pertaining to compliance with securities laws by such Holder as may be reasonably requested by the representative of the underwriter or underwriters and (iv) such matters relating to written information furnished to the Company by such Holder specifically for use in the registration statement and prospectus (and any related documents) to be used by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice such Qualified Piggy Back Registration; provided further, however, that the obligation of such Holder to indemnify any Person pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form such underwriting agreement shall be several, not joint and several, among the stockholders selling securities in such Qualified Piggy Back Registration, and the liability of each such Holder will be in proportion thereto; and provided further, however, that may such liability will be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely limited to the Company’s existing stockholders)net amount (after giving effect to underwriters discounts and commissions) received by such Holder from the sale of its Registrable Shares pursuant to such Qualified Piggy Back Registration. (c) Notwithstanding any other provision of this Section 2 to the contrary, then if any Qualified Piggy Back Registration in respect of which any Holder is exercising its rights under this Section 2 involves an underwritten public offering and the representative of the underwriter or underwriters advises the Company shall give written notice of such proposed filing to that, in its view, the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of equity securities of the Company (including, as applicable, Registrable Shares and Other Securities as each such Holder may request in writing within five (5of the Company) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a that are proposed underwritten offering to permit the Registrable Securities requested to be included in such Qualified Piggy Back Registration exceeds the largest number of shares that can be sold in such Registration without having an adverse effect on the offering contemplated thereby (a Piggy-“Piggy Back Marketing Limitation”), including the price at which such shares can be sold, then the number of Registrable shares and Other Securities to be included in such Registration shall be reduced in accordance with the following priority: (i) If the Qualified Piggy Back Registration is being effected for the account of the Company, (x) first, the Other Securities held by Other Stockholders shall be excluded from such Qualified Piggy Back Registration to the extent so required by the Piggy Back Marketing Limitation; (y) second, if, after the exclusion of all of the Other Securities held by the Other Stockholders that were proposed to be included in such Qualified Piggy Back Registration, further reductions are still required due to the Piggy Back Marketing Limitation, the number of Registrable Shares included in such Registration by each Holder shall be reduced on a pro rata basis (based on the same terms number of Registrable Shares that each such Holder proposed to include in such Qualified Piggy Back Registration), to the extent so required by the Piggy Back Marketing Limitation; and conditions as any similar securities (z) third, if, after the exclusion of the Other Securities of the Other Stockholders and the Registrable Securities of Holders in accordance with the terms set forth in clauses (x) and (y) immediately above, further reductions are still required, the number of shares of equity securities that the Company proposed to sell in such Qualified Piggy Back Registration shall be reduced to the extent so required by the Piggy Back Marketing Limitation; or (ii) If the Qualified Piggy Back Registration is being effected for the account of, and at the request of, an Other Stockholder (the “Demanding Other Stockholder”), (x) first, the Other Securities held by Other Stockholders (other than the Demanding Other Stockholder) shall be excluded from such Qualified Piggy Back Registration to the extent so required by the Piggy Back Marketing Limitation; (y) second, if, after the exclusion of all of the Other Securities held by the Other Stockholders (other than the Demanding Other Stockholder) that were proposed to be included thereinin such Qualified Piggy Back Registration, further reductions are still required due to the Piggy Back Marketing Limitation, the number of Registrable Shares included in such Qualified Piggy Back Registration by each Holder shall be reduced on a pro rata basis (based on the number of Registrable Shares that each such Holder proposed to include in such Registration), to the extent so required by the Piggy Back Marketing Limitation; and (z) third if, after the exclusion of the Other Securities of the Other Stockholders (other than the Demanding Other Stockholder) and the Registrable Securities of Holders in accordance with the terms set forth in clauses (x) and (y) immediately above, further reductions are still required, the number of shares of Other Securities that the Demanding Other Stockholder proposed to sell in such Qualified Piggy Back Registration shall be reduced to the extent so required by the Piggy Back Marketing Limitation. Participation No Registrable Shares or Other Securities excluded from any Qualified Piggy Back Registration by reason of the Piggy Back Marketing Limitation shall be included in such Qualified Piggy Back Registration. If any Registering Stockholder that has requested inclusion in a Piggy-Qualified Piggy Back Registration as provided in this Section 2.2(a) shall not count as an exercise 2 disapproves of the Registration Rights under Section 2.1(a)terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company and the representative of the underwriter or underwriters. All Holders The securities so withdrawn shall also be withdrawn from the Qualified Piggy Back Registration. If the underwriter has not limited the number of Registrable Securities proposing or Other Securities to distribute be underwritten, as applicable, the Company and officers and directors of the Company may include its or their securities through a Piggy-Back for its or their own account in such Registration shall (i) enter into an underwriting agreement if the representative of the underwriter or underwriters so agrees and if the number of Registrable Shares and Other Securities which would otherwise have been included in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementwill not thereby be limited.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account or for the account of any of its securityholders of Common Stock (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or F-4 or F-8) (or any substitute form that may be adopted by the CommissionSEC) or any other publicly registered offering pursuant to the Securities Act pertaining to the issuance of shares of Common Stock or securities exercisable therefor under any benefit plan, employee compensation plan, or employee or director stock purchase plan, or (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing stockholderssecurityholders), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less fewer than ten (10) Business Days 15 days before the anticipated filing datedate or 10 days if the Company is subject to filing reports under the Exchange Act and able to use Form S-3 (or F-3) under the Securities Act), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five eight days after receipt of such written notice from the Company (5which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method of distribution thereof) Business Days of receiving such notice (a “"Piggy-Back Registration”"). The Company shall use its commercially reasonable best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act in the qualifying jurisdictions until at least the earlier of (A) 60 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Company shall use its best efforts to cause the managing underwriter(s) underwriter or underwriters, if any, of a such proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Participation Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration as provided at any time prior to the time it becomes effective or the Company may elect to delay the registration; provided, however, that the Company shall give prompt written notice thereof to participating Selling Holders. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2(a) 2.2, and each Holder of Registrable Securities shall not count as an exercise pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Registration Statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Registration Rights under Section 2.1(a). All Company of its obligation to effect a registration upon the request of Holders of Registrable Securities proposing pursuant to distribute their Section 2.1 hereof, and no failure to effect a registration under this Section 2.2 and to complete the sale of securities through a Piggy-Back Registration registered thereunder in connection therewith shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by relieve the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and of any other documents reasonably required obligation under the terms of such underwriting agreementthis Agreement.

Piggy Back Registration. Subject to Section 2.3 hereof(a) If, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing DateIPO, the Company CAM proposes to file on its behalf and/or on behalf of any holder of its securities (other than a Registration Statement holder of Registrable Securities) a registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commissiontype referred to in Rule 145 under the Securities Act or to employees of CAM pursuant to any employee benefit plan, respectively) or filed in connection with an exchange offer or offering for the registration of securities solely to the Company’s existing stockholdersany of its equity interests (a "Piggy-Back Registration"), then the Company shall it will give written notice to all Holders at least 20 days before the initial filing with the Commission of such proposed filing to the Holders as soon as practicable piggy-back registration statement (but in no event less than ten (10) Business Days before the anticipated filing datea "Piggy-Back Registration Statement"), and such which notice shall set forth the intended method of disposition of the securities proposed to be registered by CAM. The notice shall offer to include in such Holders filing the opportunity to register such aggregate number of shares of Registrable Securities as each such Holders may request, subject to the limits set forth in Section 3(c) below. (b) Each Holder may request desiring to have Registrable Securities registered under this Section 3 ("Participating Piggy-Back Holders") shall advise CAM in writing within five 10 days after the date of receipt of such offer from CAM, setting forth the amount of such Registrable Securities for which registration is requested. CAM shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (5c) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company below, and shall use its commercially reasonable efforts to cause effect registration of such Registrable Securities under the Securities Act. (c) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in a the Piggy-Back Registration in addition to the securities being registered by CAM would be included on greater than the Maximum Number of Securities (having the same terms and conditions meaning as any similar securities of defined in Section 2 but replacing the Company included therein. Participation in a term "Demand Registration" with "Piggy-Back Registration as provided Registration"), then: (i) in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a event CAM initiated the Piggy-Back Registration Registration, CAM shall (i) enter into an underwriting agreement include in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration (A) the securities CAM proposes to register and (B) the securities of all other selling security holders, including the Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an amount which together with the securities CAM proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of CAM held by each such selling security holder); (ii) complete in the event any holder of Securities of CAM initiated the Piggy-Back Registration, CAM shall include in such Piggy-Back Registration (A) the securities such initiating security holder proposes to register, (B) the securities of any other selling security holders (including Participating Piggy-Back Holders), in an amount which together with the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of CAM held by each such selling security holder) and execute all questionnaires(C) any securities CAM proposes to register, powers-of-attorneyin an amount which together with the securities the initiating security holder and the other selling security holders propose to register, indemnities, opinions and other documents reasonably required under shall not exceed the terms Maximum Number of such underwriting agreement.Securities;

Piggy Back Registration. Subject (i) If (but without any obligation to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365do so) days after the IPO Closing Date, the Company proposes to file register (including for this purpose a Registration Statement registration effected by the Company for shareholders other than the Holder) any of its stock or other securities under the Securities Act in connection with respect to an underwritten the public offering of Common Shares by the Company for its own account such securities on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commission) type referred to in Rule 145 under the Securities Act or filed in connection with an exchange offer or offering to employees of securities solely to the Company’s existing stockholders), then the Company shall give written notice of such proposed filing pursuant to the Holders as soon as practicable (but in no event less than ten (10any employee benefit plan, respectively) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”), it will promptly (and in any case at least 45 days before the initial filing with the SEC of such piggy-back registration statement (the “Piggy-Back Registration Statement”)) give written notice to each Holder, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as the Holder may request. If the Holder desires to have its Registrable Securities registered under this Section 3, such Holder shall advise the Company in writing within 20 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to provisions of Section 3 below, and shall use its commercially reasonable best efforts to cause effect registration of such Registrable Securities under the Securities Act; provided, however, that the Company shall not be obligated to include any Registrable Securities in any such registration, qualification or compliance, pursuant to this Section 3 after the 144 Sale Date. (ii) The Company shall have the right to terminate or withdraw any Piggy-Back Registration initiated by it under this Section 3 prior to the effectiveness of such Piggy-Back Registration whether or not the Holder has elected to include securities in such Piggy-Back Registration. (iii) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in a the Piggy-Back Registration to be included on then, in the same terms and conditions as any similar securities of event that the Company included therein. Participation in a initiated the Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by Registration, the Company for shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Holder, to be included in such Piggy-Back Registration in an amount which together with the securities the Company proposes to register to be allocated among such selling security holders on a pro rata basis (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under based on the terms number of securities of the Company held by each such underwriting agreementselling security holder).

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes intends to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-4 S-8 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders)Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such proposed filing intention to the Holders as soon as practicable (but in no event less than ten (10) Business Days before each Stockholder then holding Registrable Securities at least 20 business days prior to the anticipated filing date), and date of such notice registration statement. Such Intended Offering Notice shall offer to include in such Holders registration statement for offer to the opportunity to register public such number of shares of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Holder may request registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing within five (5such written notice being a "Piggy-back Notice") Business Days not later than 10 business days after the Company's delivery to such Stockholder of receiving the Intended Offering Notice, if such notice stockholder desires to participate in such offering. The Piggy- back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a “Piggy-Back Registration”)"Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. The No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election. (b) In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company in writing that in its or their opinion the number of securities proposed to be registered exceeds the number that can be sold in such offering, the Company shall use its commercially reasonable efforts include in such Registration the number of securities that, in the opinion of such managing underwriter or underwriters, can be sold as follows: (i) first, the securities that the Company proposes to cause sell or, if the managing underwriter(s) Registration is in response to a Demand, the securities that the Demanding Stockholder proposes to sell (in the event of a proposed underwritten offering joint Demand, pro rata in proportion to permit the Registrable number of Applicable Securities requested to be included by each Demanding Stockholder), (ii) second, Applicable Securities requested to be included in such Registration by the Participating Stockholders, and, if the Registration is in response to a Demand, the securities that the Company proposes to sell (pro rata in proportion to the number of Applicable Securities requested to be included by each Participating Stockholder and, if applicable, the Company) and (iii) third, other securities requested to be included in such Registration. (c) The rights of each Stockholder pursuant to Section 4.1 hereof and this Section 4.2 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, the Company may abandon and/or withdraw any registration as to which any right under Section 4.2 may exist at any time and for any reason without liability hereunder. In such event, the Company shall notify each Stockholder to the extent that it has delivered a Piggy-Back Registration back Notice to be included on the same terms and conditions as any similar securities of the Company included such Stockholder to participate therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement.

Piggy Back Registration. Subject (a) If the Company shall determine to Section 2.3 register any of its equity securities in a Qualified Piggy Back Registration, the Company shall: (x) promptly give to each of the Holders a written notice thereof (which shall include a list, if then known by the Company, of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws); and (y) subject to the terms set forth in Sections 2(b) and 2(c) hereof, if at include in such Registration (and any time after related qualification under blue sky or other state securities laws), and in any underwriting involved therein, any or all of the date that is three hundred sixty five Registrable Shares held by any such Holder as set forth in a written request or requests, made by such Holder within fifteen (36515) days after receipt of the IPO Closing Datewritten notice from the Company described in clause (x) immediately above. (b) If the Registration in respect of which the Company gives notice pursuant to Section 2(a)(x) hereof is for a registered public offering involving an underwriting, the Company proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering shall so advise each of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before a part of the anticipated filing datewritten notice given pursuant to said Section 2(a)(x). To the extent such Registration involving an underwriting is only of Common Stock, and such notice Holders shall offer such Holders the opportunity only be entitled to register any Registrable Securities in such number Registration to the extent such Registrable Securities are Common Stock. If any Holder requests inclusion in any Registration in accordance with the terms set forth in this Section 2, the inclusion of the Registrable Shares of such Holder in such Registration shall be conditioned upon such Holder’s acceptance of the further applicable provisions of this Agreement, including the applicable provisions of this Section 2. The Holders whose shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested Shares are to be included in a Piggy-Back any such Registration to be included on the same terms and conditions as any similar securities of shall (together with the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of and the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute Other Stockholders, if any, distributing their securities through a Piggy-Back Registration shall (isuch underwriting) enter into an underwriting agreement in reasonable and customary form with the underwriter(srepresentative of the underwriter or underwriters selected for underwriting by the Company; provided, however, that no Holder so registering their Registrable Shares shall be required to make any representations or warranties, or provide any indemnity, in connection with any such Registration other than representations and warranties (or indemnities with respect thereto) selected as to (i) such Holder’s ownership of its Registrable Shares to be transferred pursuant to such underwriting agreement free and clear of all liens, claims and encumbrances, (ii) such Holder’s power and authority to effect such transfer pursuant to such underwriting agreement, (iii) such matters pertaining to compliance with securities laws by such Holder as may be reasonably requested by the representative of the underwriter or underwriters and (iv) such matters relating to written information furnished to the Company by such Holder specifically for use in the registration statement and prospectus (and any related documents) to be used by the Company in connection with such Registration; provided further, however, that the obligation of such Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint and several, among the stockholder selling securities in such Registration, and the liability of each such Holder will be in proportion thereto; and provided further, however, that such liability will be limited to the net amount (after giving effect to underwriters discounts and commissions) received by such Holder from the sale of its Registrable Shares pursuant to such Registration. (c) Notwithstanding any other provision of this Section 2 to the contrary, if any Registration in respect of which any Holder is exercising its rights under this Section 2 involves an underwritten public offering and the representative of the underwriter or underwriters advises the Company that, in its view, the number of shares of equity securities of the Company (including, as applicable, Registrable Shares and Other Securities of the Company) that are proposed to be included in such Registration exceeds the largest number of shares that can be sold in such Registration without having an adverse effect on the offering contemplated thereby (a “Piggy Back Marketing Limitation”), including the price at which such shares can be sold, then the number of Registrable shares and Other Securities to be included in such Registration shall be reduced in accordance with the following priority: (i) If the Registration is being effected for the account of the Company, (x) first, the Other Securities held by Other Stockholders shall be excluded from such Piggy-Registration to the extent so required by the Piggy Back Marketing Limitation; (y) second, if, after the exclusion of all of the Other Securities held by the Other Stockholders that were proposed to be included in such Registration, further reductions are still required due to the Piggy Back Marketing Limitation, the number of Registrable Shares included in such Registration by each Holder shall be reduced on a pro rata basis (based on the number of Registrable Shares that each such Holder proposed to include in such Registration), to the extent so required by the Piggy Back Marketing Limitation; and (z) third, if, after the exclusion of the Other Securities of the Other Stockholders and the Registrable Securities of Holders in accordance with the terms set forth in clauses (x) and (y) immediately above, further reductions are still required, the number of shares of equity securities that the Company proposed to sell in such Registration shall be reduced to the extent so required by the Piggy Back Marketing Limitation; or (ii) complete If the Registration is being effected for the account of, and execute at the request of, an Other Stockholder (the “Demanding Other Stockholder”), (x) first, the Other Securities held by Other Stockholders (other than the Demanding Other Stockholder) shall be excluded from such Registration to the extent so required by the Piggy Back Marketing Limitation; (y) second, if, after the exclusion of all questionnairesof the Other Securities held by the Other Stockholders (other than the Demanding Other Stockholder) that were proposed to be included in such Registration, powers-of-attorneyfurther reductions are still required due to the Piggy Back Marketing Limitation, indemnitiesthe number of Registrable Shares included in such Registration by each Holder shall be reduced on a pro rata basis (based on the number of Registrable Shares that each such Holder proposed to include in such Registration), opinions to the extent so required by the Piggy Back Marketing Limitation; and (z) third if, after the exclusion of the Other Securities of the Other Stockholders (other documents reasonably than the Demanding Other Stockholder) and the Registrable Securities of Holders in accordance with the terms set forth in clauses (x) and (y) immediately above, further reductions are still required, the number of shares of Other Securities that the Demanding Other Stockholder proposed to sell in such Registration shall be reduced to the extent so required under by the Piggy Back Marketing Limitation. No Registrable Shares or Other Securities excluded from any Registration by reason of the Piggy Back Marketing Limitation shall be included in such Registration. If any Registering Stockholder that has requested inclusion in a Registration as provided in this Section 2 disapproves of the terms of the underwriting, such underwriting agreementPerson may elect to withdraw therefrom by written notice to the Company and the representative of the underwriter or underwriters. The securities so withdrawn shall also be withdrawn from the Registration. If the underwriter has not limited the number of Registrable Securities or Other Securities to be underwritten, as applicable, the Company and officers and directors of the Company may include its or their securities for its or their own account in such Registration if the representative of the underwriter or underwriters so agrees and if the number of Registrable Shares and Other Securities which would otherwise have been included in such Registration will not thereby be limited.

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account or for the account of any of its respective security holders (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholdersSEC)), then the Company shall give prompt written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) Business Days of receiving such notice (a “"Piggy-Back Registration”"). Any Holder desiring to participate in a Piggy-Back Registration must furnish such request to the Company within 10 days after receipt of the Company's written notice of the proposed registration. The Company shall use its commercially reasonable best efforts to cause the managing underwriter(s) Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Participation Except as set forth in Section 5.2(c), each Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 5.2 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration at any time prior to the time it becomes effective. In the event of the Company's withdrawal, the Company shall be responsible for all fees and expenses (including fees and expenses of counsel) incurred by the Company prior to such withdrawal, and the fees and expenses of one special counsel to the Holders. The Holders shall have the right to participate in a Piggy-Back Registration as provided in on no more than one occasion (excluding for such purpose an offering that is withdrawn by the Company or is otherwise not completed). (b) No registration effected under this Section 2.2(a) 5.2, and no failure to effect a registration under this Section 5.2, shall not count as an exercise relieve the Company of its obligation to effect a registration upon the Registration Rights request of a Holder pursuant to Section 5.1, and no failure to effect a registration under this Section 2.1(a). All Holders 5.2 and to complete the sale of Registrable Securities proposing in connection therewith shall relieve the Company of any other obligation under this Section 5. (c) Notwithstanding anything to distribute the contrary contained herein, if the managing Underwriter or Underwriters of any underwritten offering described in Section 5.2 have informed, in writing, the Holders that it is their opinion that the total number of shares which the Company, the Holders and any other persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, including the price at which the securities through a Piggy-Back Registration could be sold, the Company shall include in the registration the maximum number of securities which it is so advised can be sold without the adverse effect, allocated as follows: (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected first, all securities proposed to be registered by the Company for such Piggy-Back Registration and its own account; (ii) complete second, all securities proposed to be registered by the Company pursuant to the exercise by any person, other than a Holder, of a "demand" right requesting the registration of shares of Common Stock; and execute (iii) third, any other securities proposed to be registered by the Company other than for its own account, including, without limitation, Registrable Securities duly requested to be included in the registration and securities proposed to be registered by the Company pursuant to the exercise by any person, other than a Holder, of a "piggy-back" right requesting the registration of shares of Common Stock pursuant to an agreement with the Company, allocated pro rata among all questionnaires, powers-of-attorney, indemnities, opinions Holders and such other documents reasonably required under persons on the terms basis of the relative number of Registrable Securities or other securities that each Holder or other person has duly requested to be included in such underwriting agreementregistration.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement registration statement under the Securities 1933 Act with respect to an underwritten offering of Common Shares by the Company for its own account or for the account of any of its respective securityholders of the same class as the Registrable Securities (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing stockholderssecurityholders), then the Company shall give written notice of such proposed filing to the Holders Stockholder as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Holders the Stockholder the opportunity to register such number of shares of Registrable Securities as each such Holder the Stockholder may request in writing within five (5) Business Days days of receiving receipt of such notice on behalf of itself or its Affiliates (which request shall specify the Registrable Securities intended to be disposed of by the Stockholder and its Affiliates and the intended method of distribution thereof) (a “"Piggy-Back Registration”"). The Company shall use its commercially reasonable best efforts to cause the managing underwriter(s) Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included thereintherein to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Participation Subject to Section 2.4(b), the Stockholder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of its request to withdraw within twenty (20) days of its request for inclusion. The Company may withdraw a Piggy-Back Registration as at any time prior to the time it becomes effective; provided in this Section 2.2(a) that the Company shall not count as an exercise of reimburse the Registration Rights under Section 2.1(a). All Holders Stockholder of Registrable Securities proposing requested to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement be included in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute for all questionnaires, powersout-of-attorney, indemnities, opinions pocket expenses (including counsel fees and other documents reasonably required under the terms of expenses) incurred prior to such underwriting agreementwithdrawal.

Piggy Back Registration. Subject to Section 2.3 hereof, if at To the extent that Isonics files any time after the date that is three hundred sixty five registration statement (365each a "Piggyback Registration Statement") days after the IPO Closing Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) not including a registration statement on Form S-4 X-0, X-0, X-00, or S-8 other inappropriate form), EMG shall have the right (or "Piggyback Right") to include the Registrable Securities in such Piggyback Registration Statement, subject to any substitute form requirements that may be adopted imposed by any underwriter named in the Piggyback Registration Statement (which requirements may include, but are not limited to, a delay in the ability of the selling security holder to sell the Registrable Securities, a requirement that any sales be made through the underwriter, or a prohibition on any sales by the Commission) or filed in connection with an exchange offer or offering of securities solely selling security holder pursuant to the Company’s existing stockholdersregistration statement in certain specified circumstances, in the underwriter's sole discretion). If Isonics proposes to file a Piggyback Registration Statement, then the Company it shall give EMG written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10a "Registration Notice") Business Days at least 21 days before the anticipated filing date), and such notice date of the Piggyback Registration Statement. The Registration Notice shall offer such Holders EMG the opportunity to register such number include all or part of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested Shares in the Piggyback Registration Statement. In order to exercise its rights under this Section 2(a), EMG must deliver a written request to be included in a Piggy-Back Piggyback Registration Statement ("Registration Request") to be included on Isonics within 10 days after receiving a Registration Notice. Each Registration Request must specify (a) the same terms number of Registrable Securities, and conditions as any similar securities (b) the intended method of disposing of the Company included thereinRegistrable Securities. Participation If Isonics timely receives a Registration Request, then Isonics shall include in a Piggy-Back the Piggyback Registration as provided Statement (and any related qualification or other compliance filing under applicable state securities laws), and in this Section 2.2(a) shall not count as an exercise any underwriting involved in the registration, all or any portion of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementShares.

Piggy Back Registration. Subject (a) So long as the Shareholders are the holders of any shares of Preferred Stock or Common Stock received upon the conversation of the Preferred Stock (such shares of common stock being referred to Section 2.3 hereofherein as the "Registrable Securities"), if at the Company shall register any time after of its securities for sale pursuant to any appropriate registration statement under the date that is three hundred sixty five Securities Act of 1933, as amended (365) days after the IPO Closing Date"Securities Act"), the Company proposes shall be required to file a offer to such Share holders the opportunity to register any or all the Registrable Securities, without cost to the Share holders thereof. In connection with these piggy-back registration rights, the Company shall give all of the Shareholders notice by certified mail at least thirty (30) business days prior to the filing of such Registration Statement under the Act. The Shareholders shall then have twenty-five (25) days to elect to include all or a portion of its Registrable Securities Act with respect for sale in the Registration Statement. (b) The registration requirement shall not apply to an underwritten offering of Common Shares a Registration Statement filed by the Company for its own account (other than (i) pursuant to Form S-8 or S-4 or any Shelf Registration Statement filed successor form or forms with the sole and express purpose of registering shares in connection with a Registration Notice pursuant to Section 2.1(aacquisition transactions or for employees or for stock incentive plans, or any other inappropriate form. (c) or (ii) a If the registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by as to which the Commission) or filed in connection with an exchange offer or offering of securities solely Company gives notice to the Company’s existing stockholdersShareholders under Paragraph 1(a), then above, is to be a registered public offering involving an underwriting, the Company will so advise the Shareholders. In such event, these registration rights shall give written notice be conditioned upon such Shareholder's participation in such underwriting and the inclusion of such proposed filing Shareholder's Registrable Securities in the underwriting to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as extent provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a)herein. All Holders of Registrable Securities Shareholders proposing to distribute their securities through a Piggy-Back Registration such underwriting shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) underwriter selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under Company. If any Shareholder disapproves of the terms of any such underwriting agreementunderwriting, he may elect to withdraw there from by written notice to the Company and the underwriter, provided such notice is delivered on or prior to the date upon which such Shareholder is obligated to notify the Company of his intention to participate, or to decline to participate in such registration statement. Nothing in this Paragraph 1(c) is intended to affect any right of such Shareholder to participate in subsequent offerings hereunder.

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365a) days after the IPO Closing Date, If the Company proposes to file on its behalf and/or on behalf of any holder of its securities (other than a Registration Statement Holder) a registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commissiontype referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) or filed in connection with an exchange offer or offering for the registration of securities solely to the Company’s existing stockholdersCommon Stock), then the Company shall it will give written notice to all Holders at least twenty (20) days before the initial filing thereof with the SEC of such proposed filing to the Holders as soon as practicable registration statement (but in no event less than ten (10) Business Days before the anticipated filing datea “Registration Statement”), and such which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such Holders filing the opportunity to register such aggregate number of shares of Registrable Securities as each such Holder Holders may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). (b) Each Holder desiring to have Registrable Securities registered under this Section 2 (“Participating Piggy-Back Holders”) shall advise the Company in writing within ten (10) days after the date of receipt of such offer from the Company, setting forth the amount of Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its commercially reasonable efforts to cause effect registration of such Registrable Securities under the Securities Act. (c) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in a the Piggy-Back Registration in addition to be included on the same terms and conditions as any similar securities of being registered by the Company included therein. Participation would be greater than the total number of securities which can be sold in a such offering without delaying or jeopardizing the price, timing or distribution thereof (the “Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(aMaximum Number”). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by , then the Company for shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Participating Piggy-Back Holders, in an amount which together with the securities the Company proposes to register, shall not exceed the Piggy-Back Maximum Number, such amount to be allocated among such selling security holders on a pro rata basis (iibased on the number of securities of the Company held by each such selling security holder). (d) complete Nothing in this Section 2 shall create any liability on the part of the Company to the Holders if the Company in its sole discretion should decide not to file a registration statement proposed to be filed pursuant to this Section or to withdraw such registration statement subsequent to its filing and execute all questionnairesprior to the later of its effectiveness or the release of the Registrable Securities for public offering by the managing underwriter, powers-of-attorneyin the case of an underwritten public offering, indemnitiesregardless of any action whatsoever that a Holder may have taken, opinions and other documents reasonably required under whether as a result of the terms issuance by the Company of such underwriting agreementany notice hereunder or otherwise.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company Purchaser proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company Purchaser for its own account or for the account of any of its respective security holders (other than (ix) any Shelf a Registration Statement filed on any form inappropriate for an underwritten public offering or related solely to securities to be issued in connection with a merger, acquisition of the stock or assets of another entity or in a similar transaction, or (y) a Registration Notice Statement pursuant to Section 2.1(aClauses 1.1, 1.2(b) or (ii1.2(c) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholdersthis Schedule 6), then the Company Purchaser shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date)practicable, and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of ten business days after receiving such notice (which request shall specify the number of shares intended to be disposed of by such Holder and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a “Piggy-Back Registration”). The Company Purchaser shall use its commercially reasonable efforts to cause the managing underwriter(s) Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company Purchaser or any other security holder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Participation in The Purchaser may withdraw a Piggy-Back Registration as provided in at any time prior to the time it becomes effective. The Purchaser shall only be required to effect one Piggy-Back Registration pursuant to this Section 2.2(aClause 1.2(h) and shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing be required to distribute their securities through effect a Piggy-Back Registration shall with respect to any securities of a Holder that are eligible for sale pursuant to Rule 144 under the Securities Act. Notwithstanding anything contained herein, if the managing underwriter or underwriters of any underwritten offering described in this Clause 1.2(h) have informed, in writing, the Holders requesting inclusion in such offering that it is their opinion that the total number of shares which the Purchaser, Holders and any other persons holding securities of the same class as the Registrable Securities desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, then, the Purchaser will include in such registration (iA) enter into an underwriting agreement first, all the shares the Purchaser offered for its own account, if any, (B) then, if additional shares may be included in reasonable and customary form with such registration without adversely affecting the underwriter(s) selected success of such offering, the shares offered by the Company for holders of securities as a result of their exercise of “demand” registration rights by such holders, if any, and (C) then, if additional shares may be included in such registration without adversely affecting the success of such offering, the number of shares offered by the Holders, on a pro rata basis in proportion to the relative number of Registrable Securities of the holders (including the Holders) participating in such registration. If such reduction would, in the judgment of the managing underwriter or underwriters, be insufficient to substantially eliminate the adverse effect that inclusion of the Registrable Securities requested to be included would have on such offering, such Registrable Securities will be entirely excluded from such offering. The Holders included in any Piggy-Back Registration shall pay all expenses relating to shares sold by such Holders, including underwriters’ or brokers’ discounts and (ii) complete commissions, and execute all questionnairesfederal and blue sky registration, powers-of-attorneyfiling and qualification fees, indemnities, opinions and other documents reasonably required under in each case to the terms of extent relating to such underwriting agreementshares.

Piggy Back Registration. Subject to Section 2.3 hereof(a) If, if at any time after prior to the date that which is three hundred sixty five two (3652) days after years from the IPO Closing Datedate hereof, the Company proposes to file with the SEC a Registration Statement under the Securities Act with respect registration statement relating to an underwritten offering of Common Shares by the Company any of its securities for its own account or the account of security holders exercising their demand registration rights (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or Form S-8 (or any substitute form that may their then equivalents relating to securities to be adopted by the Commission) or filed issued solely in connection with an exchange offer acquisition of any entity or offering business or equity securities issuable in connection with stock option or other employee benefit plans) (a “Registration Statement”), the Company shall promptly send to the Purchaser written notice of securities solely to the Company’s existing stockholders)intention to file such a registration statement and of such Purchaser’s rights under this Section 4.2 and, then if within fifteen (15) days after receipt of such notice, such Purchaser shall so request in writing, the Company shall give written notice include in such registration statement all or any part of the Shares (such proposed outstanding Shares referred to as the “Registrable Securities” for purposes of this Section 4) such Purchaser requests to be registered. (b) The Company shall bear and pay all expenses incurred in connection with any registration, filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares or qualification of Registrable Securities as each with respect to the registrations pursuant to Section 4.1, including all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto, and the reasonable fees and expenses of counsel for Purchaser. (c) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so indicate in the notice given pursuant to this Section 4.1. In such Holder may request event the right of any Purchaser to registration pursuant to this Section 4.1 shall be conditioned upon Purchaser’s agreeing to participate in writing within five (5) Business Days such underwriting and in the inclusion of receiving such notice (a “Piggy-Back Registration”)Purchaser’s Registrable Securities in the underwriting to the extent provided herein. The Company Purchaser shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of (together with the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of and the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute other holders distributing their securities through a Piggy-Back Registration shall (isuch underwriting) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) underwriter or underwriters selected for such underwriting by the Company for or by other holders exercising any demand registration rights. Notwithstanding any other provision of this Section 4.1, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may exclude some or all Registrable Securities or other securities from such Piggy-Back Registration registration and underwriting (ii) complete hereinafter an “Underwriter Cutback”). In the event of an Underwriter Cutback, the Company shall so advise the Purchaser and execute all questionnairesthe other holders distributing their securities through such underwriting, powers-of-attorneyand the number of Registrable Securities that may be included in the registration and underwriting shall be allocated in proportion, indemnitiesas nearly as practicable, opinions and other documents reasonably required under to the respective amounts of Registrable Securities held by the Purchaser at the time of filing the registration statement. If the Purchaser disapproves of the terms of any such underwriting, the Purchaser may elect to withdraw therefrom by written notice to the Company and the underwriter. Any securities excluded or withdrawn from such underwriting agreementshall be withdrawn from such registration.

Piggy Back Registration. Subject Caltech will be entitled to Section 2.3 hereof, if at any time after registration of resale of its Methanotech common stock in the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement first registration statement under the Securities Act with respect of 1933 pertaining to a Methanotech public offering in which any stockholders of Methanotech other than Caltech sell shares. The number of shares that Caltech may include in such registration may be reduced or eliminated if required in order to allow for the registration of all shares requested by the investor in the proposed Series A financing, or otherwise under the terms of any other contract between Methanotech and any party that has purchased Methanotech stock for cash. In the case of any such reduction or elimination, Caltech’s rights shall apply to the next registration statement, subject again to the contractual rights of third party cash investors. Caltech’s rights under this Section 3 do not apply to any registration statement relating to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant employee benefit plan, nor to Section 2.1(a) or (ii) a registration statement on Form S-4 relating to a merger or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with acquisition transaction. If a registration statement under which Caltech wishes to include its shares is for an exchange offer or offering of securities solely to the Company’s existing stockholders)underwritten offering, then Caltech’s right to include its shares in the Company registration shall give written notice of be conditioned upon Caltech’s participation in such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date)underwriting. In that case, and such notice Caltech shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) managing underwriter or underwriters selected by the Company Methanotech for such Piggy-Back Registration underwriting. In connection with any registered offering in which the Methanotech common stock owned by Caltech is included, either Methanotech will bear the Securities and (ii) complete Exchange Commission registration fee, any state qualification fees, printers’ and execute all questionnairesaccounting fees, powers-of-attorneyand fees and disbursements of Methanotech’s counsel, indemnitiesor, opinions if any such fees are allocated to selling stockholders, then Caltech will bear no more than its pro rata share calculated in a manner consistent with other selling stockholders. Caltech will bear fees of its own legal counsel, if any, and other documents reasonably required under the terms of such any underwriting agreementdiscount and commission with respect to its own shares.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (other than effect (i) any Shelf Registration Statement filed in connection with an Initial Public Offering which includes a Registration Notice pursuant to Section 2.1(a) selling stockholder component or (ii) a registration statement any subsequent public offering of Capital Stock of the Company (except with respect to Registration Statements on Form Forms S-4 or S-8 (S-8, or any substitute form that may be adopted by the Commission) successor or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholderssimilar forms), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days 20 days before the anticipated initial filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “"Piggy-Back Registration”"). Each Holder of Registrable Securities will have the right, within 20 days after receipt of such notice, to request that the Company include such Holder's Registrable Securities for sale pursuant to such Registration Statement. The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) underwriter or underwriters of a any proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Participation Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggy-Back Registration as at any time prior to the time it becomes effective; provided that the Company shall give prompt notice thereof to participating Holders. The Company will pay all Registration Expenses in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders connection with each registration of Registrable Securities proposing requested pursuant to distribute their securities through this Section 2.1, and each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Piggy-Back Registration Statement effected pursuant to this Section 2.1. No failure to effect a registration under this Section 2.1 and to complete the sale of Registrable Securities in connection therewith shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by relieve the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and of any other documents reasonably required obligation under the terms of such underwriting agreementthis Agreement.

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, If the Company proposes to file a Registration Statement register any of its capital stock under the Securities 1933 Act in connection with respect to an underwritten the public offering of Common Shares by the Company such securities for its own account (or for the account of Company stockholders other than Holders of Registrable Shares pursuant hereto (a “Piggy-Back Registration Statement”), except for (i) any Shelf Registration Statement filed a registration relating solely to the sale of securities to participants in connection with a Registration Notice pursuant to Section 2.1(a) the Company’s stock plans or employee benefit plans or (ii) a registration statement on relating solely to an transaction for which Form S-4 or S-8 (or any substitute form that may be adopted by the Commissionused, then: (a) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders), then the Company shall give written notice of such proposed filing determination to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date)each Holder of Registrable Shares, and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing shall have the right to request, by written notice given to the Company within five fifteen (515) Business Days days of receiving the date that such written notice (was mailed by the Company to such Holder, that a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) specific number of a proposed underwritten offering to permit the Registrable Securities requested to Shares held by such Holder be included in a the Piggy-Back Registration to be included on Statement (and related underwritten offering, if any); (b) If the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) Statement relates to an underwritten offering, the notice given to each Holder shall not count as an exercise specify the name or names of the Registration Rights under Section 2.1(a)managing underwriter or underwriters for such offering. All In addition, such notice shall also specify the number of securities to be registered for the account of the Company and for the account of its stockholders (other than the Holders of Registrable Securities proposing to distribute their securities through a Shares), if any; (c) If the Piggy-Back Registration shall Statement relates to an underwritten offering, each Holder of Registrable Shares to be included therein must agree (i) enter into an to sell such Holder’s Registrable Shares on the same basis as provided in the underwriting agreement in reasonable and customary form with the underwriter(s) selected arrangement approved by the Company for such Piggy-Back Registration Company, and (ii) to timely complete and execute all questionnaires, powers-of-powers of attorney, indemnities, opinions hold-back agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting agreementarrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines in writing that inclusion of all or any portion of the Registrable Shares in such offering would materially and adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering, the aggregate number of Registrable Shares that may be sold by the Holders shall be limited to such number of Registrable Shares, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect, as provided below. If the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by the Company for its own account, and, second, the balance, if any, of the Registrable Shares requested to be included therein by the Holders; (e) Holders of Registrable Shares shall have the right to withdraw their Registrable Shares from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Shares; (f) The Holders will advise the Company at the time a registration becomes effective whether the Registrable Shares included in the registration will be underwritten or sold directly by the Holders; (g) All demand and piggy-back registration rights with respect to any Registrable Share shall terminate when such Registrable Share may be sold pursuant to Rule 144(k) promulgated under the 0000 Xxx.

Piggy Back Registration. Subject All fees and expenses incident to the performance of or compliance with Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, 3 of this Agreement by the Company proposes to file shall be borne by the Company whether or not a Registration Statement under the Securities Act with in respect to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Shares and determination of the eligibility of the Registrable Shares for investment under the laws of such jurisdictions where the holders of Registrable Shares are located)), (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Eligible Holders of a majority in aggregate number of the Registrable Shares included on in any Registration Statement, (iii) fees and disbursements of counsel for the same terms Company, (iv) fees and conditions as disbursements of all independent certified public accountants referred to in Section 5(l)(iii) (including, without limitation, the expenses of any similar securities special audit and "cold comfort" letters required by or incident to such performance), (v) fees and expenses of all other Persons retained by the Company, (vi) internal expenses of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise (including, without limitation, all salaries and expenses of officers and employees of the Registration Rights under Section 2.1(aCompany performing legal or accounting duties). All , (vii) the expense of any annual or special audit, (viii) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, (ix) the fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities (but not including any underwriting discounts or commissions or transfer taxes, if any, attributable to the sale of the Registrable Shares which discounts, commissions or taxes shall be paid by Eligible Holders of such Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (iShares) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (iix) complete the expenses relating to printing, word processing and execute distributing all questionnairesRegistration Statements, powers-of-attorneyunderwriting agreements, indemnities, opinions securities sales agreements and any other documents reasonably required under the terms of such underwriting agreementnecessary in order to comply with Section 3 hereof.

Piggy Back Registration. Subject to Section 2.3 hereofIf the Company, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file on its behalf and/or on behalf of any holder of its securities (other than a Registration Statement holder of Registrable Securities) a registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commission) type referred to in Rule 145 under the Securities Act or filed in connection with an exchange offer or offering to employees of securities solely to the Company’s existing stockholders), then the Company shall give written notice pursuant to any employee benefit plan, respectively) for the registration of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice Common Stock (a “Piggy-Back Registration”), it will give written notice to all Holders at least twenty (20) days before the initial filing with the SEC of such piggy-back registration statement (a “Piggy-Back Registration Statement”), which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 (“Participating Piggy-Back Holders”) shall advise the Company in writing within ten (10) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its commercially reasonable efforts to cause effect registration of such Registrable Securities under the Securities Act. If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in a the Piggy-Back Registration in addition to the securities being registered by the Company would be included greater than the total number of securities which can be sold in the offering without having a material adverse effect on the same terms and conditions as any similar distribution of such securities or otherwise having a material adverse effect on the marketability thereof (the “Maximum Number of Securities”), then: in the event Company included therein. Participation in a initiated the Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by Registration, the Company for shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an amount which together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (iibased on the number of securities of the Company held by each such selling security holder); in the event any holder of Securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any other selling security holders (including Participating Piggy-Back Holders), in an amount which together with the securities the initiating security holder proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder) complete and execute all questionnairesthird, powers-of-attorneyany securities the Company proposes to register, indemnitiesin an amount which together with the securities the initiating security holder and the other selling security holders propose to register, opinions and other documents reasonably required under shall not exceed the terms Maximum Number of such underwriting Securities; The Company will not hereafter enter into any agreement, which is inconsistent with the rights of priority provided in paragraph (c) above.

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365a) days after the IPO Closing Date, If the Company proposes to register any of its Common Stock, it will give prompt written notice to the Purchaser of its intention to effect such registration; which for the avoidance of doubt will include any registration of its Common Stock (either solely or as part of a unit) in connection with a Qualified Offering, provided, however, that the Company may alternatively opt to file a Registration Statement under separate registration statement to register the Securities Act with respect to an underwritten offering of Common Registrable Shares by the Company for its own account (other than (i) apart from any Shelf Registration Statement registration statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed Qualified Offering, in connection with an exchange offer or offering of securities solely to the Company’s existing stockholdersdiscretion (the “Incidental Registration”), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than . Within ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such written notice of an Incidental Registration, the Purchaser may make a written request (a the “Piggy-Back RegistrationRequest”) that the Company include in the proposed Incidental Registration all, or a portion, of the Registrable Shares owned by the Purchaser (which Piggy-Back Request shall set forth the number of Registrable Shares intended to be disposed of by the Purchaser and the intended method of disposition thereof). . (b) The Company shall will use its commercially reasonable efforts to cause include in any Incidental Registration all Registrable Shares which the managing underwriter(s) of a proposed underwritten offering Company has been requested to register pursuant to any timely Piggy-Back Request, to the extent required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities Shares so to be registered. If there is an Incidental Registration and if the Registrable Shares are not included in such Incidental Registration by the 90th calendar day after the Closing Date, then the Company shall immediately prepare and file a registration statement on such form as may be required covering the Registrable Shares. (c) Notwithstanding the preceding Sections 4.20(a) and 4.20(b): (i) the Company shall not be obligated pursuant to this Section 4.20 to effect a registration of Registrable Shares requested pursuant to a timely Piggy-Back Request if the Company discontinues the related Incidental Registration at any time prior to the effective date of any registration statement filed in connection therewith; (ii) if a registration pursuant to this Section 4.19 involves an underwritten offering, and the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration the number which the Company is so advised can be sold in such offering in the following order: first, the securities the Company proposes to sell for its own account in such registration, second, the Registrable Shares of the Purchaser requesting to be included in such Registration, through a timely Piggy-Back Request, and, third, all other securities requested to be included in such registration on a Piggy-Back Registration pro rata basis; and (iii) if the Company is engaged in, or has definitive plans to be included on engage in, any activity or negotiations that, in the same terms and conditions as any similar securities good faith determination of the Company included therein. Participation Board of Directors, would be adversely affected by disclosure that would be required in connection with a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise registration to the material detriment of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by Company, then the Company may delay such registration for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under a period of 20 days from the terms date of termination or disclosure of such underwriting agreementactivity or negotiations.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account or for the account of any securityholders of any class of its equity securities (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing stockholderssecurityholders), including a registration statement relating to a Demand Registration, then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) Business Days of receiving such notice (a “"Piggy-Back Registration”"). The Company shall use its commercially reasonable best efforts to cause the managing underwriter(s) Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested by the Holders thereof to be included in a Piggy-Back Registration (the "Piggy-Back Holders") to be included on the same terms and conditions as any similar securities of the Company or any other securityholder included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Participation Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw. Subject to the provisions of Section 2.1, the Company may withdraw a Piggy-Back Registration as at any time prior to the time it becomes effective, provided in this Section 2.2(a) that the Company shall not count as an exercise of reimburse the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in Holders for all reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powersout-of-attorneypocket expenses (including counsel fees and expenses) incurred prior to such withdrawal. No registration effected under this Section 2.2, indemnitiesand no failure to effect a registration under this Section 2.2, opinions shall relieve the Company of its obligations pursuant to Section 2.1, and other documents reasonably required no failure to effect a registration under this Section 2.2 and to complete the terms sale of such underwriting agreement.Shares in connection therewith

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If the Company at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company Effective Date proposes to file on its behalf or on behalf of any holder of its Securities a Registration Statement registration statement under the Securities Act on any form for the registration of Securities in connection with respect to an underwritten offering of Common Shares by the Company for its own account Securities (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders"PIGGY-BACK REGISTRATION"), then the Company shall it will give written notice to all Holders at least 30 days before the initial filing with the SEC of such proposed registration statement (a "PIGGY-BACK REGISTRATION STATEMENT"). The notice will offer to include in such filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such aggregate number of shares of Registrable Securities as each such Holders may request. (b) Each Holder may request desiring to have Registrable Securities registered under this Section 3 ("PARTICIPATING PIGGY-BACK HOLDER") will advise the Company in writing within five 15 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company will thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (5c) Business Days below, and will use its best efforts to effect registration of receiving such notice Registrable Securities under the Securities Act. (c) If the managing underwriter of such proposed public offering advises in writing that, in its opinion, the amount of Registrable Securities required to be included in the Piggy-Back Registration in addition to the Securities being registered by the Company would be greater than the total number of securities which can be sold therein without having a “material adverse effect or the marketability thereof ("MAXIMUM NUMBER OF SECURITIES"), then: (i) in the event the Company initiated the Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of , the Company included therein. Participation will include in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration first, the Securities the Company proposes to register, second, the Securities of the Participating Piggy-Back Holders and third the Securities of all other selling security holders, be included in such registration in an amount which together with the Securities the Company proposes to register, does not exceed the Maximum Number of Securities, such amount to be allocated among the Participating Piggy-Back Holders and such other selling security holders, as applicable, on a pro rata basis; and (ii) complete in the event any holder (or holders) of Securities of the Company initiated the Piggy-Back Registration, the Company will include in such Piggy-Back Registration first, the Securities such security holder (or holders) proposes to register, second, the Securities of the Participating Piggy Back Holders, third, any Securities that the Company proposes to register, and execute fourth, the Securities of any other selling security holders, in an aggregate amount which does not exceed the Maximum Number of Securities, if the aggregate of all questionnairesSecurities proposed to be registered exceeds the Maximum Number of Securities, powers-of-attorneythe number to be registered will be allocated in the foregoing order and among any such other selling security holders piggy backing on such registration, indemnities, opinions and other documents reasonably required under on a pro rata basis. (d) The Company will not hereafter enter into any agreement which is inconsistent with the terms rights of such underwriting agreementpriority provided in paragraph (c) above.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes intends to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-4 S-8 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders)Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such proposed filing intention to the Holders as soon as practicable (but in no event less than ten (10) Business Days before each Stockholder then holding Registrable Securities at least 20 business days prior to the anticipated filing date), and date of such notice registration statement. Such Intended Offering Notice shall offer to include in such Holders registration statement for offer to the opportunity to register public such number of shares of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Holder may request registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing within five (5) Business Days of receiving such written notice (being a “"Piggy-Back Registration”)back Notice") not later than 10 business days after the Company's delivery to such Stockholder of the Intended Offering Notice, if such stockholder desires to participate in such offering. The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on back Notice shall set forth the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders number of Registrable Securities proposing such Stockholder desires to distribute their securities through have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a Piggy-Back Registration "Participating Stockholder") shall (i) enter into an underwriting agreement such underwriting, custody and other agreements as are customary in reasonable and customary form connection with registered secondary offerings or necessary or appropriate in connection with the underwriter(s) selected by offering. No Participating Stockholder shall be entitled to be named as a selling securityholder in the Company Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementParticipating Stockholder has made an Election.

Piggy Back Registration. Subject to Section 2.3 hereof, if (i) If the Company at any time after prior to the date that is three hundred sixty five (365) days after seventh anniversary of the IPO Closing Date, original issuance of the Company Series B Preferred Stock and the Warrants proposes to file a Registration Statement register any of its securities for an Underwritten Offering under the Securities Act with respect (other than pursuant to an underwritten offering of Common Shares by the Company a Shelf Registration), whether or not for sale for its own account account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will each such time give prompt written notice to all Qualified Holders of its intention to do so. Upon the written request of any such Qualified Holder made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Qualified Holder), the Company will use its best efforts to cause all such Registrable Securities as to which Qualified Holders requested registration to be registered under the Securities Act (with the securities which the Company at the time proposes to register), so as to permit the sale or other than disposition by such Qualified Holders of such Registrable Securities. (iii) any Shelf Registration Statement filed in connection with a Registration Notice No registration effected pursuant to this Section 2.1(b) shall be deemed to have been effected pursuant to Section 2.1(a) or hereof. (iiiii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely Notwithstanding anything to the Company’s existing stockholderscontrary in this Section 2.1(b), then the Company shall give written notice have the right to discontinue any Piggy-back Registration at any time prior to the effective date of such proposed filing Piggy- back Registration if the registration of other securities giving rise to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of is discontinued; but no such underwriting agreementdiscontinuation shall preclude an immediate or subsequent request for a Shelf Registration.

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365a) days after the IPO Closing Date, If the Company proposes to file a Registration Statement register any shares of Common Stock for its own account or, other than the D4 Shares, for the account of any holder or holders of Common Stock pursuant to contractual rights of such holder or holders or otherwise, in either case under the Securities Act with respect to in an underwritten public offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (under the Securities Act or any substitute form that may be adopted by the Commissionsuccessor forms) or filed in connection (together with an exchange offer or any underwritten public offering of securities solely Common Stock pursuant to the Company’s existing stockholdersRule 415 as described in Section 2.3(b) below, a "Piggy-Back Registration"), then the Company shall give Holder written notice of such proposed filing to the Holders as soon as practicable (but in registration no event less than ten (10) 15 Business Days before the anticipated date of filing dateby the Company in connection with such registration. Subject to Section 2.3(d), the Company shall include in such registration all Registrable Securities held by Holder with respect to which the Company has received a written request for inclusion therein within 10 Business Days after the Company's notice of such proposed registration. (b) If the Company proposes to offer for its own account or for the account of any holder or holders of Common Stock pursuant to contractual rights of such holder or holders or otherwise, in either case shares of Common Stock in any underwritten public offering pursuant to Rule 415, the Company shall give Holder written notice of such proposed offering no less than 15 Business Days before the anticipated date of commencement of distribution by the Company in connection with such offering. Subject to Section 2.3(d), the Company shall include in such offering all Registrable Securities with respect to which the Company has received a written request for inclusion therein within 10 Business Days after the Company's notice of such proposed offering. (c) The Company shall select the lead underwriter or underwriters and such notice shall offer such Holders the opportunity any co-manager or co-managers to register such number of shares administer any offering of Registrable Securities pursuant to a Piggy- DLI-5880199v6 Back Registration, after consultation with a Majority of Holders. In the event the Company gives Holder notice of its intention to effect an offering pursuant to a Piggy-Back Registration and subsequently declines to proceed with such offering, Holder shall have no rights in connection with such offering; provided, however, that, subject to Section 2.4 (Black-Out Rights; Suspension Rights), at the request of a Majority of Holders, the Company shall proceed with such offering with respect to the Registrable Securities included therein, which offering shall be deemed to be a Demand Registration for all purposes hereunder. Holder shall participate in any offering of Registrable Securities pursuant to a Piggy-Back Registration in accordance with the same plan of distribution for such Piggy-Back Registration as each the Company or the holder or holders of Common Stock that proposed such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause , as the managing underwriter(scase may be. (d) If the lead underwriter or underwriters of a proposed underwritten offering to permit Piggy-Back Registration advise the Company that, in their judgment, the number of Registrable Securities requested to be included in a Piggy-Back Registration such offering exceeds, together with the other shares of Common Stock to be included on therein, the same terms and conditions as any similar securities number of shares of Common Stock that can be sold in such offering without adversely affecting the marketability of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by offering, then the Company for shall include in such Piggy-Back Registration and offering: (ii1) complete and execute all questionnairesfirst, powers-of-attorneyshares of Common Stock that the Company proposes to offer; (2) second, indemnitiesshares of Common Stock requested to be included therein by Holder; (3) third, opinions and shares of Common Stock that any other documents reasonably required under the terms holder or holders of Common Stock propose to offer pursuant to contractual rights of such underwriting agreementholder or holders, pro rata; and (4) fourth, any other shares of Common Stock.

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, If the Company proposes to file a Registration Statement register any of its capital stock under the Securities 1933 Act in connection with respect to an underwritten the public offering of Common Shares by the Company such securities for its own account (or for the account of its security Holders, other than Holders of Registrable Shares pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) any Shelf Registration Statement filed a registration relating solely to the sale of securities to participants in connection with a Registration Notice pursuant to Section 2.1(a) the Company's stock plans or employee benefit plans or (ii) a registration statement on relating solely to an transaction for which Form S-4 or S-8 (or any substitute form that may be adopted by the Commissionused, then: (a) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders), then the Company shall give written notice of such proposed filing determination to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date)each Holder of Registrable Shares, and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing shall have the right to request, by written notice given to the Company within five fifteen (515) Business Days days of receiving the date that such written notice (was mailed by the Company to such Holder, that a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) specific number of a proposed underwritten offering to permit the Registrable Securities requested to Shares held by such Holder be included in a the Piggy-Back Registration to be included on Statement (and related underwritten offering, if any); (b) If the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) Statement relates to an underwritten offering, the notice given to each Holder shall not count as an exercise specify the name or names of the Registration Rights under Section 2.1(a)managing underwriter or underwriters for such offering. All In addition, such notice shall also specify the number of securities to be registered for the account of the Company and for the account of its shareholders (other than the Holders of Registrable Securities proposing to distribute their securities through a Shares), if any; (c) If the Piggy-Back Registration shall Statement relates to an underwritten offering, each Holder of Registrable Shares to be included therein must agree (i) enter into an to sell such Holder's Registrable Shares on the same basis as provided in the underwriting agreement in reasonable and customary form with the underwriter(s) selected arrangement approved by the Company for such Piggy-Back Registration Company, and (ii) to timely complete and execute all questionnaires, powers-of-powers of attorney, indemnities, opinions hold-back agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting agreementarrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines in writing that inclusion of all or any portion of the Registrable Shares in such offering would materially and adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering, the aggregate number of Registrable Shares that may be sold by the Holders shall be limited to such number of Registrable Shares, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect, as provided below. If the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by the Company for its own account, and, second, the balance, if any, of the Registrable Shares requested to be included therein by the Holders; (e) Holders of Registrable Shares shall have the right to withdraw their Registrable Shares from the Piggy-Back Registration Statement, but if the same relates to an underwritten offering, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Shares; (f) The Holders will advise the Company at the time a registration becomes effective whether the Registrable Shares included in the registration will be underwritten or sold directly by the Holders; (g) All demand and piggy-back registration rights of the Holders shall terminate when all of the Registrable Shares then outstanding may be sold pursuant to Rule 144(k).

Piggy Back Registration. Subject to Section 2.3 hereof(a) If, if at any time after prior to the date that which is three hundred sixty five two (3652) days after years from the IPO Closing Datedate hereof, the Company proposes to file with the SEC a Registration Statement under the Securities Act with respect registration statement relating to an underwritten offering of Common Shares by the Company any of its securities for its own account or the account of security holders exercising their demand registration rights (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or Form S-8 (or any substitute form that may their then equivalents relating to securities to be adopted by the Commission) or filed issued solely in connection with an exchange offer acquisition of any entity or offering business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall promptly send to the Purchaser written notice of securities solely to the Company’s existing stockholders)intention to file such a registration statement and of such Purchaser’s rights under this Section 4.2 and, then if within fifteen (15) days after receipt of such notice, such Purchaser shall so request in writing, the Company shall give written notice include in such registration statement all or any part of the Registrable Securities such proposed filing Purchaser requests to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity be registered. No right to register such number of shares registration of Registrable Securities as each such Holder may request in writing within five under this Section 4.2 shall be construed to limit any registration rights granted under Section 4.1. (5b) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included bear and pay all expenses incurred in a Piggy-Back Registration to be included on the same terms and conditions as connection with any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders registration, filing or qualification of Registrable Securities proposing with respect to distribute the registrations pursuant to Section 4.2, including all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto, and the reasonable fees and expenses of counsel for Purchaser. (c) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so indicate in the notice given pursuant to this Section 4.2. In such event the right of any Purchaser to registration pursuant to this Section 4.2 shall be conditioned upon Purchaser’s agreeing to participate in such underwriting and in the inclusion of such Purchaser’s Registrable Securities in the underwriting to the extent provided herein. The Purchaser shall (together with the Company and the other holders distributing their securities through a Piggy-Back Registration shall (isuch underwriting) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) underwriter or underwriters selected for such underwriting by the Company for or by other holders exercising any demand registration rights. Notwithstanding any other provision of this Section 4.2, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriter may exclude some or all Registrable Securities or other securities from such Piggyregistration and underwriting (hereinafter an “Underwriter Cutback”). In the event of an Underwriter Cutback, the Company shall so advise the Purchaser and the other holders distributing their securities through such underwriting, and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by the Purchaser and those certain Holders having piggy-Back Registration back registration rights set forth in the Fourth Amended and (ii) complete and execute all questionnairesRestated Investors Rights Agreement dated as of March 3, powers-of-attorney, indemnities, opinions and other documents reasonably required under 2000 at the time of filing the registration statement. If the Purchaser disapproves of the terms of any such underwriting, the Purchaser may elect to withdraw therefrom by written notice to the Company and the underwriter. Any securities excluded or withdrawn from such underwriting agreementshall be withdrawn from such registration.

Piggy Back Registration. Subject (1) In the event that, prior to Section 2.3 the second anniversary of the date hereof, if at any time of the Principal Shares are to be registered for sale pursuant to a registration statement under the Securities Act, or on or after the second anniversary of the date that is three hundred sixty five (365) days after the IPO Closing Datehereof, the Company proposes any shares of Common Stock are to file be registered for sale pursuant to a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (other than a Registration Statement (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) any employee stock option or other benefit plan, (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with for an exchange offer or offering of securities solely to the Company’s existing stockholders), then (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, (x) the Company shall give written send notice of such proposed filing thereof to the Holders as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and such notice shall the name of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer such to the Holders the opportunity to register the sale of such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days days following receipt of receiving such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its commercially reasonable best efforts to cause the managing underwriter(s) Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities being sold in such offering and to permit the sale or other disposition of such Registrable Securities in accordance with the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(aintended method(s) shall not count as an exercise of the Registration Rights under Section 2.1(a)distribution thereof. All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) Underwriter or Underwriters selected by the Company for such Piggy-Back Registration. (2) If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Principals or the Company desire to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 1.3(a), and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration: (i) If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable Securities and Principal Shares, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such security holders, pro rata in accordance with the number of Shares that each such person has requested be included in such registration, regardless of the number of Shares held by such person (“Pro Rata”) that can be sold without exceeding the Maximum Number of Shares (but without prejudice to or reduction of the rights of the holders of Option Securities (as defined in the Principal Rights Agreement) pursuant to that certain Unit Purchase Option, dated March 5, 2007 (the “Unit Purchase Option”)); and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; (ii) complete If the registration is a “demand” registration undertaken at the demand of holders of Principal Shares, (A) first, the shares of Common Stock or other securities for the account of the demanding persons and execute all questionnairesthe shares of Registrable Securities as to which registration has been requested pursuant to the terms hereof, powers-of-attorneyPro Rata, indemnitiesthat can be sold without exceeding the Maximum Number of Shares (but without prejudice to or reduction of the rights of the holders of Option Securities pursuant to the Unit Purchase Option); (B) second, opinions and other documents reasonably required to the extent that the Maximum Number of Shares has not been reached under the terms foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Option Securities, Pro Rata, as to which registration has been requested pursuant to the Unit Purchase Option, that can be sold without exceeding the Maximum Number of Shares ; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares; and (iii) If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of Registrable Securities or Principal Shares, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities comprised of Registrable Securities and Principal Shares, Pro Rata, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights of such underwriting agreementsecurity holders, that can be sold without exceeding the Maximum Number of Shares (but without prejudice to or reduction of the rights of the holders of Option Securities pursuant to the Unit Purchase Option) and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares. (3) Any Holder may elect to withdraw such Holders’ request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Principals may withdraw a demand for registration statement at any time prior to the effectiveness of such registration statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the Holders in connection with such Piggy-Back Registration as provided in Section 1.3(c).

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If the Company at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement registration statement under the Securities Act Act, including a Demand Registration, with respect to an underwritten offering of Common Shares any Equity Securities by the Company for its own account or for the account of any of its equity holders (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) Commission or any registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholderssecurityholders), then the Company shall give written notice of such proposed filing to the Holders Members holding Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days 10 days before the anticipated initial filing datedate of such registration statement), and such notice notice, subject to Section 13.3, shall offer such Holders the Members holding Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such Holder Member may request (a “Piggyback Registration”). Subject to Section 13.4(b) hereof, the Company will use its best efforts to cause the offer and sale of all Registrable Securities requested by a Member in writing within five (5) Business Days after receipt of receiving the Company’s notice to be included in the registration for such notice offering; provided, however, that the Company may at any time delay or abandon the proposed offering or cease the filing (or obtaining and maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications in which event the Company shall be relieved of its obligation to register any Registrable Securities in connection with such Piggyback Registration Notice. Each Member shall be permitted to withdraw all or part of such Member’s Registrable Securities from a “Piggy-Back Registration”). Piggyback Registration at any time prior to the effective date thereof. (b) The Company shall use its all commercially reasonable efforts to cause the managing underwriter(s) Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company registration statement for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required offering under the terms of such underwriting agreement.Section

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365a) days after the IPO Closing Date, If the Company proposes shall determine in its discretion, including in connection with any Qualified IPO, or on behalf of third parties, to file a Registration Statement register under the Securities Act with respect to an underwritten offering any of Common Shares by the Company for its own account securities (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 relating to the sale of securities to participants in a Company employee benefits plan, or S-8 (a registration statement in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered, or any substitute form that may be adopted by the Commission) or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholderssecurity holders) (a “Piggy Back Registration Statement”), then it shall send to the Company shall give Investor written notice of such proposed filing determination. If within 10 days after receipt of such notice, the Investor shall so request in writing, the Company shall include in such Piggy Back Registration Statement all or any part of the Registrable Shares that the Investor requests to be registered, except that if, in connection with any offering involving an underwriting of securities to be issued by the Holders as soon as practicable (but Company, the managing underwriter advises the Company that in no event less than ten (10) Business Days before its opinion the anticipated filing date), and such notice shall offer such Holders sum of the opportunity to register such number of shares the Company intends to offer plus the number of shares the Sponsors and their co-investors intend to offer pursuant to their existing piggyback registration rights plus the number of shares the Company’s management stockholders intend to offer pursuant to their existing piggyback registration rights and the number of Registrable Securities as each Shares exceeds the Maximum Offering Quantity, the Company shall not be required to include the shares held by the management stockholders and the Registrable Shares in such Holder may Piggy Back Registration Statement to the extent inclusion would cause the offering to exceed the Maximum Offering Quantity; in which case the Registrable Shares and shares held by the management stockholders will be cut back pro rata to reach the Maximum Offering Quantity. (b) The Investor may, at any time prior to the effective date of the Piggy Back Registration Statement, revoke such request by delivering written notice of such revocation to the Company; provided, however, that if the Company determines in writing within five (5) Business Days its discretion that such revocation would delay the registration or otherwise require a recirculation of receiving the prospectus contained in the Piggy Back Registration Statement, then the Investor shall have no such notice (a “Piggy-Back Registration”)right to revoke its request. The Company shall use its commercially reasonable efforts have the right to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-terminate or withdraw any Piggy Back Registration Statement, whether or not the Investor has elected to be included on the same terms and conditions as any similar securities of the Company included therein. Participation include Registrable Shares in a Piggy-such Piggy Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementStatement.

Piggy Back Registration. Subject 3.1 If C2 proposes to Section 2.3 hereof, if register any shares of C2’s common stock (“Shares”) under the Securities Act either (i) at any time on behalf of Counsel Corporation (“Counsel”), or (ii) on C2’s behalf after the date that is three hundred sixty five eighteen (36518) days after months from the IPO Closing Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed Effective Date in connection with an exchange offer or offering underwritten public offering, and the registration form to be used may be used for the registration of securities solely to the Company’s existing stockholders)Purchased Shares, then the Company C2 shall give LLC, Xx. Xxxxx, Kind Xxxx Associates, LLC, a California limited liability company, and Xxxx Xxxxx (each a “Piggy-Back Stockholder”) written notice of such proposed filing its intent to do so not less than fifteen (15) business days prior to the Holders as soon as practicable contemplated filing date for such registration statement. Upon the written request of any Piggy-Back Stockholder (but in no event less than a “Piggy-Back Request”), given within ten (10) Business Days before business days after such Piggy-Back Stockholder is deemed to have been given any such written notice (which request shall specify the anticipated filing datenumber of Shares requested to be registered on behalf of such Piggy-Back Stockholder), and C2 shall include in such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice registration statement (a “Piggy-Back Registration”). The Company , subject to the provisions of Section 3.2, the number of Purchased Shares (up to the number of Purchased Shares LLC is permitted to Transfer pursuant to Section 1.2) set forth in each such Piggy-Back Request. 3.2 In the event that in connection with any underwritten Piggy-Back Registration any underwriter thereof reasonably and in good faith shall use have advised C2 or any Piggy-Back Stockholder intending to offer Shares in the offering that, in its commercially reasonable efforts to cause opinion, the managing underwriter(s) inclusion in the registration statement of a proposed underwritten offering to permit some or all of the Registrable Securities requested Shares sought to be included in registered by a Piggy-Back Registration to be included on Stockholder would adversely affect the same terms and conditions as any similar securities price or success of the Company included therein. Participation offering, C2 shall include in a such registration statement such number of Shares as C2 is advised can be sold in such offering without such an effect, with Counsel and each Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise Stockholder entitled to register their Shares on a pro rata basis, according to the total number of the Registration Rights under Section 2.1(a)Shares requested to be registered by each. All Holders of Registrable Securities proposing to distribute their securities through a In connection with any underwritten Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with Registration, the underwriter(s) selected by the Company underwriters for such Piggy-Back Registration shall be selected by C2. 3.3 In connection with each registration statement prepared pursuant to this Section 3, and in accordance with the intended method or methods of distribution of Shares as described in such registration statement, C2 shall, as soon as reasonably practicable: (a) prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement on an appropriate registration form of the SEC and use reasonable efforts to cause such registration statement to become effective promptly and cause it to remain effective, which registration statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by such form to be filed therewith; (b) furnish without charge to each Registering Stockholder, and the underwriters, if any, at least one conformed copy of the registration statement and each post-effective amendment or supplement thereto (including all schedules and exhibits but excluding all documents incorporated or deemed incorporated therein by reference, unless requested in writing by any Registering Stockholder or underwriter) and such number of copies of the registration statement and each amendment or supplement thereto and the summary, preliminary, final, amended and supplemented prospectuses, as applicable, included in such registration statement as each Registering Stockholder and/or underwriter may reasonably request in order to facilitate the public sale or other disposition of the Shares being sold by such Registering Stockholder (and C2 hereby consents to the use in accordance with the U.S. securities laws of such registration statement (or post-effective amendment thereto) and each such prospectus (or preliminary prospectus or supplement thereto) by each Registering Stockholder and/or underwriter, if any, in connection with the offering and sale of the Shares covered by such registration statement or prospectus); (c) use reasonable efforts to keep such registration statement effective for the shorter of (A) ninety (90) days, and (iiB) complete such time as all of the Shares covered by the registration statement have been disposed of (the “Effective Period”), and to prepare and file with the SEC such amendments, post-effective amendments and supplements to the registration statement as may be necessary to maintain the effectiveness of the registration statement for the Effective Period; (d) use reasonable efforts to register or qualify the Shares covered by such registration statement under, and to the extent required by, the securities and blue sky laws of any jurisdiction and keep such registrations or qualifications in effect for so long as the registration statement remains in effect and do any and all other acts and things which may be necessary to enable each Registering Stockholder and/or underwriter to consummate the disposition of such Shares in such jurisdictions; provided, however, that in no event shall C2 be required to (A) qualify to do business as a foreign corporation in any jurisdiction where if would not, but for the requirements of this section, be required to be so qualified, (B) execute or file any general consent to service of process under the laws of any jurisdiction, (C) take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Shares covered by the registration statement, or (D) subject itself to taxation in any jurisdiction where it would not otherwise be obligated to do so but for this section; (e) promptly notify each Registering Stockholder and the managing underwriter or underwriters, if any, after becoming aware thereof: (A) when the registration statement or any related prospectus or any amendment or supplement thereto has been filed, and, with respect to the registration statement or any post-effective amendment, when the same has become effective, (B) of any request by the SEC or any United States state securities authority for amendments or supplements to the registration statement or the related prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose, (D) of the receipt by C2 of any notification with respect to the suspension of the qualification of Shares for sale in any jurisdiction or the initiation of any proceeding for such purpose or (E) during the Effective Period, of the happening of any event or the existence of any fact which makes any statement in the registration statement or any post-effective amendment thereto, prospectus or any amendment or supplement thereto, or any document incorporated therein by reference, untrue in any material respect or which requires the making of any changes in the registration statement or post-effective amendment thereto or any prospectus or amendment or supplement thereto, so that none 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, in light of the circumstances under which they were made, not misleading; (f) during the Effective Period, use reasonable efforts to obtain, as promptly as practicable, the withdrawal of any order enjoining or suspending the use or effectiveness of the registration statement or any post-effective amendment thereto or the lifting of any suspension of the qualification of any Shares in any jurisdiction; and (g) use reasonable efforts to provide and cause to be maintained a transfer agent and registrar for all Shares covered by such registration statement not later than the effective date of such registration statement; 3.4 Each Registering Stockholder agrees that, upon receipt of any notice from C2 pursuant to Section 3.3(e)(E), it shall, and shall use its reasonable best efforts to cause any sales or placement agent or agents for its Shares and the underwriters, if any, to, forthwith discontinue any disposition of Shares until such person shall have received copies of such amended or supplemented prospectus and, if so directed by C2, to destroy or to deliver to C2 all copies, other than permanent file copies, then in its possession of the prospectus (prior to such amendment or supplement) covering such Shares as soon as practicable after such Registering Stockholder’s receipt of such notice. 3.5 Each Registering Stockholder shall furnish to C2 in writing such information regarding such Registering Stockholder and its intended method of distribution of its Shares as C2 may from time to time reasonably request to comply with its obligations under all applicable securities and other laws in connection with such registration and to ensure that the prospectus relating to such Shares conforms to the applicable requirements of the Securities Act and the rules and regulations thereunder. Each Registering Stockholder shall notify C2 as promptly as practicable of any inaccuracy or change in information previously furnished by such Registering Stockholder to C2 or of the occurrence of any event, in either case as a result of which any prospectus relating to Shares contains or would contain an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly furnish to C2 any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 3.6 Each Registering Stockholder agrees not to effect any public sale or distribution of any Shares, including any sale pursuant to Rule 144 under the Securities Act, and not to effect any such public sale or distribution of any other equity security of C2 or of any security convertible into or exchangeable or exercisable for any equity security of C2 (in each case, other than as part of such underwritten public offering) during the seven (7) days (or such greater number of days as C2 specifies) prior to, and during the ninety (90) days (or such greater number of days as C2 specifies) beginning on the consummation of any underwritten public offering of the Shares covered by a registration statement referred to in Section 3.1. 3.7 In the case of a Piggy-Back Registration where C2 has entered into an underwriting agreement in connection therewith, all Shares to be included in such registration statement shall be subject to the applicable underwriting agreement and no Registering Stockholder may participate in such registration unless such Registering Stockholder agrees to sell such Registering Stockholder’s Shares on the basis provided therein and completes and executes all questionnaires, powers-of-attorney, indemnities, opinions underwriting agreements and other documents (other than powers of attorney) which must be executed in connection therewith, and provides such other information to C2 or the underwriter as may be reasonably requested to register such Registering Stockholder’s Shares; provided that no Registering Stockholder selling Shares included in any underwritten registration shall be required under to make any representations or warranties to C2 or the terms underwriters (other than representations and warranties regarding such Registering Stockholder and such Registering Stockholder’s intended method of such distribution) or to undertake any indemnification obligations to C2 or the underwriters with respect thereto, except as otherwise provided in Section 4.2. 3.8 C2 shall bear all expenses (other than commissions and underwriting agreementdiscounts) in connection with any registration of Shares pursuant to this Section 3 and the fees and expenses of a single counsel selected by the holders of a majority of the Shares being registered. Each Registering Stockholder shall bear the fees and expenses of its own other agents and advisors, if any.

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365a) days after the IPO Closing Date, If the Company proposes to file a Registration Statement register any of its Securities under the Securities Act with respect in order to an underwritten offering of Common Shares by the Company effect a Public Offering, whether or not for sale for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders)account, then the Company shall it will, each such time, give prompt written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) at least 15 Business Days before prior to the anticipated filing datedate of the registration statement relating to such registration to each Stockholder, which notice will set forth such Stockholder’s rights under this Section 3.2 and will, subject to the provisions of Section 3.2(b), and such notice shall offer such Holders Stockholders the opportunity to register include in such registration statement such number of shares of Registrable Securities as each such Holder Stockholders may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Subject to the foregoing, upon the written request of any Stockholder made within ten days after the receipt of notice from the Company shall (which request will specify the number of Registrable Securities intended to be disposed of by such Stockholder and the intended method of disposition thereof), the Company will use its commercially reasonable best efforts to cause effect the managing underwriter(s) registration under the Securities Act of a proposed underwritten offering all Registrable Securities which the Company has been so requested to register by such Stockholders to the extent required to permit the disposition of the Registrable Securities so to be registered; provided, however, that (A) if such registration involves an underwritten Public Offering, all such Stockholders requesting to be included in the Company’s registration must sell their Registrable Securities to the Underwriters on substantially the same terms and conditions as apply to the Company and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 3.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company determines for any reason not to register such Registrable Securities for sale by the Company, the Company will give written notice to all such Stockholders and, thereupon, will be relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to rights of the Xxxxx Holder under Section 3.1). No registration effected under this Section 3.2 will relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Each Stockholder or group of Stockholders will be responsible on a pro rata basis (based on the number of shares of Registrable Securities of such Stockholder registered pursuant to a Piggy-Back Registration) for the payment of any discounts and/or commissions resulting from the engagement by such Stockholder or Stockholders, as the case may be, of underwriters or placement agents in connection with resales of Registrable Securities subject to any registration pursuant to this Section 3.2. (b) If a registration pursuant to this Section 3.2 involves an underwritten Public Offering and the managing Underwriter advises the Company that, in its view, the number of shares of Registrable Securities that the Company and such Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company will include in such registration, in the following priority, up to the Maximum Offering Size: (i) first, so much of the Registrable Securities proposed to be registered by the Company as would not cause the offering to exceed the Maximum Offering Size; (ii) second, all Registrable Securities requested to be included in a Piggy-Back Registration such registration by the Xxxxx Holders or the Management Stockholder Group pursuant to this Section 3.2 (allocated, if necessary, for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders on the basis of their relative ownership); and (iii) third, all Registrable Securities requested to be included in such registration by any other Stockholder pursuant to this Section 3.2 (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Stockholders on the same terms and conditions as any similar securities basis of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(atheir relative ownership). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement.

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account or for the account of any of its respective security holders (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely a Demand Registration pursuant to the Company’s existing stockholdersSection 10.1), then the Company shall give prompt written notice of such proposed filing to the Holders Investor as soon as practicable (but in no event less than ten (10) Business Days 20 days before the anticipated filing date), and such notice shall offer such Holders Investor the opportunity to register such number of shares of Registrable Securities Conversion Shares as each such Holder Investor may request in writing within five (5which request shall specify the Conversion Shares intended to be disposed of by Investor and the intended method of distribution thereof) Business Days of receiving such notice (a “"Piggy-Back Registration”"). The Company shall use its commercially reasonable best efforts to cause the managing underwriter(s) Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Conversion Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included thereintherein and to permit the sale or other disposition of such Conversion Shares in accordance with the intended method of distribution thereof. Participation Except as set forth in Section 10.2(c), Investor shall have the right to withdraw its request for inclusion of its Conversion Shares in any registration statement pursuant to this Section 10.2 by giving written notice to the Company of its request to withdraw, provided, however, that in the event of -------- ------- such withdrawal, Investor shall be responsible for all fees and expenses (including fees and expenses of counsel) incurred by Investor prior to such withdrawal except as set forth in Section 10.2(c). The Company may withdraw a Piggy-Back Registration as provided in at any time prior to the time it becomes effective. No registration effected under this Section 2.2(a10.2, and no failure to effect a registration under this Section 10.2, shall relieve the Company of its obligation to effect a registration upon the request of Investor pursuant to Section 10.1, and no failure to effect a registration under this Section 10.2 and to complete the sale of Conversion Shares in connection therewith shall relieve the Company of any other obligation under this Section 10. (b) Notwithstanding anything to the contrary contained herein, if the managing Underwriter or Underwriters of any underwritten offering described in Section 10.2 have informed, in writing, the Investor that it is their opinion that the total number of shares which the Company, the Investor and any other persons desiring to participate in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then the number of shares to be offered shall be reduced or limited in the following order of priority: (x) first, the number of shares to be offered by all other holders of ------ securities of the Company other than the Investor or others who have registration rights to the extent necessary to reduce the total number of shares as recommended by such managing Underwriters; and (y) second, if ------ further reduction or limitation is required, the number of shares to be offered for the account of the Investor shall be reduced or limited to the extent necessary to reduce the total number of shares as recommended by such managing Underwriters; provided, however, that the reduction for the -------- ------- account of the Investor shall not count as an exercise result in the number of shares of the Registration Rights under Section 2.1(a). All Holders Investor included in the offering to be less than 25% of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms total number of such underwriting agreementshares offered.

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If the Company shall at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes Effective Date propose to file a Registration Statement registration statement under the Securities Act with respect to for an underwritten offering of Common Shares by securities of the Company (whether for its own account or the account of any holder of its securities) for cash (other than an offering relating to an employee benefit plan or a registration on Form S-4 or similar form), the Company shall provide prompt written notice of such proposal, in any event, not less than 30 days before the anticipated filing date, to the Stockholder of its intention to do so and of the rights of the Stockholder and its Affiliates under this Section 3 and, subject to the rights of other holders of the Company's securities with respect to such offering existing as of the date hereof, shall use its reasonable best efforts to include such number of Registrable Securities in such registration statement which the Company has been so requested to register by the Stockholder or its Affiliates, which request shall be made to the Company within 30 days after the Stockholder receives notice from the Company of such proposed registration; provided, that (i) if, at any Shelf Registration Statement time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders)such registration, then the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such proposed filing determination to the Holders as soon as practicable Stockholder or its Affiliate and, thereupon, the Company 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 referred to in no event less than ten (10) Business Days before the anticipated filing dateSection 6 incurred in connection therewith), and (ii) if such notice shall offer such Holders the opportunity to register such number of shares registration involves an underwritten offering, all holders of Registrable Securities as each such Holder may request that are included in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company the Company's registration shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the sell their Registrable Securities requested to be included the underwriters selected by the Company or other holders of the Company's securities having an existing right as of the date hereof to participate in a Piggy-Back Registration to be included such offering on the same terms and conditions that apply to the Company and/or such other holders, with such differences, including with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings. If a registration proposed pursuant to this Section 3(a) involves an underwritten public offering, any similar securities holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. (b) If a registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter advises the Company in writing (with a copy to the Stockholder) that, in its opinion, the number of securities to be included thereinin such registration exceeds the number which can be sold in such offering, so as to be likely to have a material adverse effect on such offering as contemplated by the Company or other holders of the Company's securities having an existing right as of the date hereof to participate in such offering (including the price at which the Company and/or such other holders propose to sell such securities), then the number of Registrable Securities included in such registration shall be reduced to an amount that in the opinion of such managing underwriter when added to the shares that the Company and/or such other holders propose to include in such registration would not have such a material adverse effect provided that any such reduction in the case of a third party registration shall be first applied to any securities proposed to be registered by the Company prior to a reduction of the Stockholder's Registrable Securities. Participation in a Piggy-Back Registration Except as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders previous sentence, the amount so determined will be allocated among the requesting holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with pro rata on the underwriter(s) selected basis of Registrable Securities then held by the Company for each such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementholder.

Piggy Back Registration. Subject to Section 2.3 hereof, if at (a) If the Company or any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, subsidiary of the Company proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering on its behalf and/or on behalf of Common Shares by the Company for any holders of its own account debt securities (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (iiHolder) a registration statement on Form S-4 or S-8 any form for the registration of its debt securities (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholdersa “Piggy-Back Registration Statement”), then the Company shall it will give written notice to all Holders of such proposed filing to the Holders as soon as practicable Transfer Restricted Securities at least twenty (but in no event less than ten (1020) Business Days days before the anticipated initial filing date)thereof, and which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company or such subsidiary. The notice shall offer to include in such filing the aggregate number of Transfer Restricted Securities as such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). (b) Each Holder desiring to have Transfer Restricted Securities registered under this Section 5 (“Participating Piggy-Back Holders”) shall advise the Company in writing within ten (10) days after the date of receipt of such offer from the Company, setting forth the amount of Transfer Restricted Securities for which registration is requested. The Company shall thereupon include or cause to be included in such filing the amount of Transfer Restricted Securities for which registration is so requested, subject to paragraph (c) below, and shall use its commercially reasonable efforts to cause effect registration of such Transfer Restricted Securities under the Securities Act. (c) If the Registration relates to an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the Registrable amount of Transfer Restricted Securities requested to be included in a the Registration in addition to the securities being registered by the Company would be greater than the total number of securities which can be sold in such offering without delaying or jeopardizing the price, timing or distribution thereof (the “Piggy-Back Registration to be included on Maximum Number”), then: (i) in the same terms and conditions as any similar securities of event the Company included therein. Participation in a initiated the Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by Registration, the Company for shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Participating Piggy-Back Holders, in a principal amount which together with the securities the Company proposes to register, shall not exceed the Piggy-Back Maximum Number, such amount to be allocated among such selling security holders on a pro rata basis (based on the principal amount of debt securities of the Company held by each such selling security holder); and (ii) complete in the event any holder of debt securities of the Company other than Transfer Restricted Securities initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, second, the securities of any other selling security holders (including Participating Piggy-Back Holders), in a principal amount which together with the securities the initiating security holder proposes to register, shall not exceed the Piggy- Back Maximum Number, such principal amount to be allocated among such other selling security holders on a pro rata basis (based on the principal amount of debt securities of the Company held by each such selling security holder) and execute all questionnairesthird, powersany debt securities the Company proposes to register, in a principal amount which together with the securities the initiating security holder and the other selling security holders propose to register, shall not exceed the Piggy-of-attorneyBack Maximum Number. (d) Subject to Section 6, indemnitiesnothing in this Section 5 shall create any liability on the part of the Company to the Holders if the Company in its sole discretion should decide not to file a registration statement proposed to be filed pursuant to this Section or to withdraw such registration statement subsequent to its filing and prior to the later of its effectiveness or the release of the Transfer Restricted Securities for public offering by the managing underwriter, opinions and other documents reasonably required under in the terms case of such underwriting agreementan underwritten public offering, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice hereunder or otherwise.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company Holdings proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company Holdings for its own account or for the account of any of its respective security holders of any class of its common equity securities (other than (i) any Shelf a Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the CommissionSEC), (ii) or a Registration Statement filed in connection with an exchange offer or offering of securities solely to the Company’s Holdings' existing stockholderssecurity holders or (iii) a Demand Registration or Shelf Registration), then the Company Holdings shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder) Business Days of receiving such notice (a “"Piggy-Back Registration”"). The Company Holdings shall use its commercially reasonable best efforts to cause the managing underwriter(s) Underwriter or Underwriters of a such proposed underwritten offering to permit pen-nit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of Holdings or any other security holder included therein and to permit the Company included thereinsale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof Any Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to Holdings of its request to withdraw. Participation in Holdings may withdraw a Piggy-Back Registration as at any time prior to the time it becomes effective, provided that Holdings shall give prompt notice thereof to participating Selling Holders. Holdings will pay all Registration Expenses in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders connection with each registration of Registrable Securities proposing requested pursuant to distribute their securities through a Piggy-Back Registration this Section 2.2, and each Holder shall (i) enter into an pay all underwriting agreement in reasonable discounts and customary form with commissions and transfer taxes, if any, relating to the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms sale or disposition of such underwriting agreementHolder's Registrable Securities pursuant to a registration statement effected pursuant to this Section 2.2. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve Holdings of its obligation to effect a registration pursuant to Section 2.1 or Section 2.5.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is three hundred sixty five (365) days after the IPO Closing DateDecember 31, 2008, the Company proposes to file a Registration Statement registration statement under the Securities 1933 Act with respect to an underwritten offering of Common Shares by the Company for its own account or for the account of any holders of any Shares (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (S-8, or any substitute form that may be adopted by the Commission) , a registration filed upon the demand of any of the Company's other securityholders (who have contractual demand registration rights prohibiting other shares from being added to such registration statement), or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing stockholderssecurityholders), then the Company shall give written notice of such proposed filing to the Holders Holder as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Holders the Holder the opportunity to register such number of shares of Registrable Securities as each such the Holder may request in writing within five (5) Business Days days of receiving receipt of such notice on behalf of itself (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof) (a “"Piggy-Back Registration”"). The Company shall use its commercially reasonable best efforts to cause the managing underwriter(s) Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or other securityholders of the Company are included thereintherein to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Participation Subject to Section 2.03(b), the Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of its request to withdraw within twenty (20) days of its request for inclusion. To the extent the related registration statement was filed by the Company for its own account or filed for the account of any of the Company's securityholders (other than the Holder), the Company may withdraw a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of at any time prior to the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreementtime it becomes effective.

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes intends to file on its behalf or on behalf of any of its securityholders a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) public offering of any securities of the Company on a form and in a manner that would permit the registration for offer and sale under the Securities Act of Registrable Securities, other than a registration statement on Form S-4 S-8 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders)Form S-4, then the Company shall give written notice (an "Intended Offering Notice") of such proposed filing intention to the Holders as soon as practicable (but in no event less than ten (10) Business Days before each Stockholder then holding Registrable Securities at least 20 business days prior to the anticipated filing date), and date of such notice registration statement. Such Intended Offering Notice shall offer to include in such Holders registration statement for offer to the opportunity to register public such number of shares of Registrable Securities as each Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class of securities proposed to be registered, the proposed date of filing of such Holder may request registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Each Stockholder shall advise the Company in writing within five (5such written notice being a "Piggy-back Notice") Business Days not later than 10 business days after the Company's delivery to such Stockholder of receiving the Intended Offering Notice, if such notice stockholder desires to participate in such offering. The Piggy-back Notice shall set forth the number of Registrable Securities such Stockholder desires to have included in the registration statement and offered to the public. Upon the request of the Company, each Stockholder electing to include Registrable Securities in the Registration Statement (a “Piggy-Back Registration”)"Participating Stockholder") shall enter into such underwriting, custody and other agreements as are customary in connection with registered secondary offerings or necessary or appropriate in connection with the offering. The No Participating Stockholder shall be entitled to be named as a selling securityholder in the Registration Statement or to use the Prospectus forming a part thereof for sales of Registrable Securities unless such Participating Stockholder has made an Election. (b) In connection with an underwritten offering, if the managing underwriter or underwriters advise the Company in writing that in its or their opinion the number of securities proposed to be registered exceeds the number that can be sold in such offering, the Company shall use its commercially reasonable efforts include in such registration the number of securities that, in the opinion of such managing underwriter or underwriters, can be sold as follows: (i) first, the securities that the Company proposes to cause sell or, if the managing underwriter(s) registration is in response to a Demand, or a demand by HEDL pursuant to the HEDL Registration Rights, the securities that the Demanding Stockholder proposes to sell (in the event of a proposed underwritten offering joint Demand, pro rata in proportion to permit the Registrable number of Applicable Securities requested to be included by each Demanding Stockholder) or the securities that HEDL proposes to sell pursuant to the HEDL Registration Rights, as the case may be, (ii) second, Applicable Securities requested to be included in such registration by the Participating Stockholders and other securities requested to be included by HEDL pursuant to the HEDL Registration Rights, and, if the registration is in response to a Demand or a demand by HEDL pursuant to the HEDL Registration Rights, the securities that the Company proposes to sell (pro rata in proportion to the number of Applicable Securities requested to be included by each Participating Stockholder, other securities requested to be included by HEDL pursuant to the HEDL Registration Rights, and, if applicable, the Company) and (iii) third, other securities requested to be included in such registration. (c) The rights of each Stockholder pursuant to Section 4.1 hereof and this Section 4.2 are cumulative, and the exercise of rights under one such Section shall not exclude the subsequent exercise of rights under the other such Section (except to the extent expressly provided otherwise herein). Notwithstanding anything herein to the contrary, the Company may abandon and/or withdraw any registration as to which any right under Section 4.2 may exist at any time and for any reason without liability hereunder. In such event, the Company shall notify each Stockholder to the extent that it has delivered a Piggy-Back Registration back Notice to be included on the same terms and conditions as any similar securities of the Company included such Stockholder to participate therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement.

Piggy Back Registration. Subject to Section 2.3 hereof, if (a) If the Company at any time after the date that is three hundred sixty five (365) 180 days after the IPO Closing Date, the Company Effective Date proposes to file on its behalf and/or on behalf of any holder of its Securities a Registration Statement registration statement under the Securities Act on any form for the registration of Securities in connection with respect to an underwritten offering of Common Shares by the Company equity Securities for its own account cash (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders"PIGGY-BACK REGISTRATION"), then the Company shall it will give written notice to all Holders at least 20 days before the initial filing with the SEC of such proposed filing to the Holders as soon as practicable piggy-back registration statement (but in no event less than ten (10) Business Days before the anticipated filing datea "PIGGY-BACK REGISTRATION STATEMENT"), and such . The notice shall offer to include in such Holders filing the opportunity to register such aggregate number of shares of Registrable Securities as each such Holders may request. (b) Each Holder may request desiring to have Registrable Securities registered under this Section 3 ("PARTICIPATING PIGGY-BACK HOLDERS") shall advise the Company in writing within five ten (510) Business Days days after the date of receiving receipt of such notice (a “Piggy-Back Registration”)offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its commercially reasonable efforts to cause effect registration of such Registrable Securities under the Securities Act. (c) If the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in a the Piggy-Back Registration in addition to be included on the same terms and conditions as any similar securities of Securities being registered by the Company included therein. Participation would be greater than the Maximum Number of Securities, then: (i) in a the event the Company initiated the Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by Registration, the Company for shall include in such Piggy-Back Registration first, the Securities the Company proposes to register and second, the Securities of all other selling security holders, including the Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an amount which together with the Securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis; (ii) complete in the event any holder (or holders) of Securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the Securities such security holder (or holders) proposes to register, second, any Securities that the Company proposes to register, and execute third, the Securities of any other selling security holders, in an aggregate amount which shall not exceed the Maximum Number of Securities; if the aggregate of all questionnairesSecurities proposed to be registered exceeds the Maximum Number of Securities, powers-of-attorneythe number to be registered shall be allocated in the foregoing order and among any such other selling security holders piggy backing on such registration, indemnities, opinions and other documents reasonably required under on a pro rata basis; (d) The Company will not hereafter enter into any agreement which is inconsistent with the terms rights of such underwriting agreementpriority provided in paragraph (c) above.

Piggy Back Registration. Subject If, but without any obligation to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Datedo so, the Company Borrower proposes to file a Registration Statement register any of its capital stock under the Securities 1933 Act in connection with respect to an underwritten the public offering of Common Shares by the Company such securities for its own account or for the account of its security holders, other than Holders of Registrable Securities pursuant hereto (a "Piggy-Back Registration Statement"), primarily for cash (other than (i) any Shelf Registration Statement filed a registration relating solely to the sale of securities to participants in connection with a Registration Notice pursuant to Section 2.1(a) the Borrower's stock plans or employee benefit plans or (ii) a registration statement on Form S-4 or S-8 (relating solely to an SEC Rule 145 transaction or any substitute form that may be rule adopted by the Commission) SEC in substitution thereof or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholdersamendment thereto), then the Company then: (a) The Borrower shall give written notice of such proposed filing determination to each Holder of Registrable Securities, and each such Holder shall have the right to request, by written notice given to the Holders as soon as practicable (but in no event less than ten (10) Business Days before Borrower within 15 days of the anticipated filing date)date that such written notice was mailed by the Borrower to such Holder, and such notice shall offer such Holders the opportunity to register such that a specific number of shares of Registrable Securities as each held by such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to will be included in a the Piggy-Back Registration to be included on Statement (and related underwritten offering, if any); (b) If the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) Statement relates to an underwritten offering, the notice given to each Holder shall not count as an exercise specify the name or names of the Registration Rights under Section 2.1(a)managing underwriter or underwriters for such offering. All In addition such notice shall also specify the number of securities to be registered for the account of the Borrower and for the account of its shareholders (other than the Holders of Registrable Securities proposing to distribute their securities through a Securities), if any; (c) If the Piggy-Back Registration shall Statement relates to an underwritten offering, each Holder of Registrable Securities to be included therein must agree (i) enter into an to sell such Holder's Registrable Securities on the same basis as provided in the underwriting agreement in reasonable and customary form with the underwriter(s) selected arrangement approved by the Company for such Piggy-Back Registration Borrower, and (ii) to timely complete and execute all questionnaires, powers-of-powers of attorney, indemnities, opinions hold-back agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting agreementarrangements or by the SEC or by any state securities regulatory body; (d) If the managing underwriter or underwriters for the underwritten offering under the Piggy-Back Registration Statement determines that inclusion of all or any portion of the Registrable Securities in such offering would adversely affect the ability of the underwriters for such offering to sell all of the securities requested to be included for sale in such offering at the best price obtainable therefor, the aggregate number of Registrable Securities that may be sold by the Holders shall be limited to such number of Registrable Securities, if any, that the managing underwriter or underwriters determine may be included therein without such adverse effect as provided below. If the number of securities proposed to bc sold in such underwritten offering exceeds the number of securities that may be sold in such offering, there shall be included in the offering, first, up to the maximum number of securities to be sold by the Borrower for its own account and for the account of other stockholders (other than Holders of Registrable Securities), as they may agree among themselves, and second, as to the balance, if any, Registrable Securities requested to be included therein by the Holders thereof (pro rata as between such Holders based upon the number of Registrable Securities initially proposed to be registered by each), or in such other proportions as the managing underwriter or underwriters for the offering may require; provided, however, that in the event that the number of securities proposed to be sold in such underwritten offering exceeds the number of securities that may be sold in such offering pursuant to the terms and conditions set forth above and the Piggy-Back Registration Statement is a result of public offering by the Borrower of its securities for its own account, there shall bc included in the offering, first, up to the maximum number of securities to be sold by the Borrower for its own account and second, as to the balance, if any, securities to be sold for the account of the Borrower's stockholders (both the Holders of Registrable Securities requested and such other stockholders of the Borrower requested to be included therein) on a pro rata basis; (e) Holders of Registrable Securities shall have the right to withdraw their Registrable Securities from the Piggy-Back Registration Statement, but if the same relates to an underwritten offer, they may only do so during the time period and on the terms agreed upon among the underwriters for such underwritten offering and the Holders of Registrable Securities.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time on or after the date that is three hundred sixty five (365) days after the IPO Closing DateJuly 1, 2019, the Company proposes to file a Registration Statement any registration statement (other than any registration on Form X-0, X-0 or any other similarly inappropriate form, or any successor forms thereto) under the Securities Act with respect to an underwritten covering a public offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders)Common Stock, then it will notify the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than Subscriber at least ten (10) Business Days before days prior to each such filing and will use its best efforts to include in such Registration Statement (to the anticipated filing dateextent permitted by applicable regulation), and such notice shall offer such Holders the opportunity Common Stock purchased by the Subscriber to register such number of shares of Registrable Securities as each such Holder may request in writing the extent requested by the Subscriber within five (5) Business Days days after receipt of receiving notice of such notice filing (which request shall specify the Common Stock intended to be sold or disposed of by the Subscriber and describe the nature of any proposed sale or other disposition thereof); provided, however, that if a “Piggy-Back Registration”)greater number of shares of the Company’s common stock is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter (if any) of the proposed offering can be accommodated without adversely affecting the proposed offering, then the amount of Common Stock proposed to be offered by the Subscriber for registration, as well as the number of securities of any other selling stockholders participating in the registration, will be proportionately reduced to a number deemed satisfactory by the managing underwriter. The Company will bear all expenses and fees incurred in connection with the preparation, filing, and amendment of the registration statement with the SEC, except that the Subscriber shall use its commercially reasonable efforts pay all fees, disbursements and expenses of any counsel or expert retained by the Subscriber and all underwriting discounts and commissions, filing fees and any transfer or other taxes relating to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be Common Stock included in a Piggy-Back Registration the registration statement. The Subscriber agrees to be included on the same terms and conditions as any similar securities of cooperate with the Company included in the preparation and filing of any registration statement, and in the furnishing of information concerning the Subscriber for inclusion therein. Participation , or in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected any efforts by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required to establish that the proposed sale is exempt under the terms of such underwriting agreementSecurities Act as to any proposed distribution.

Piggy Back Registration. Subject to Section 2.3 hereof(a) If the Company, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file on its behalf and/or on behalf of any holder of its securities a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commission) type referred to in Rule 145 under the Securities Act or filed in connection with an exchange offer or offering to employees of securities solely to the Company’s existing stockholders), then the Company shall give written notice pursuant to any employee benefit plan, respectively) for the registration of such proposed filing Equity Shares or preferred stock that is convertible to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice Equity Shares (a “Piggy-Back Registration”), it will give written notice to all Holders at least twenty (20) days before the initial filing with the SEC of such piggy-back registration statement (a “Piggy-Back Registration Statement”), which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company or such other holder. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. (b) Each Holder desiring to have Registrable Securities registered under this Section 3 (“Participating Piggy-Back Holders”) shall advise the Company in writing within ten (10) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use its commercially reasonable efforts to cause effect registration of such Registrable Securities under the Securities Act. (c) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in a the Piggy-Back Registration in addition to the securities being registered by the Company or such other holder would be included on greater than the, Maximum Number of Securities (having the same terms and conditions meaning as any similar securities of defined in Section 2 but replacing the Company included therein. Participation in a term “Demand Registration” with “Piggy-Back Registration as provided Registration”), then: (i) in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a event Company initiated the Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by Registration, the Company for shall include in such Piggy-Back Registration first, the securities the Company proposes to register and second, the securities of all other selling security holders, including the Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an amount which together with the securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder); (ii) complete in the event any holder of securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the securities such initiating security holder proposes to register, and execute all questionnairesthe securities of any other selling security holders (including Participating Piggy-Back Holders), powers-of-attorneyin an amount which together with the securities the initiating security holder proposes to register, indemnitiesshall not exceed the Maximum Number of Securities, opinions such amount to be allocated among such selling security holders on a pro rata basis (based on the number of securities of the Company held by each such selling security holder) and second, any securities the Company proposes to register, in an amount which together with the securities the initiating security holder and the other documents reasonably required under selling security holders propose to register, shall not exceed the terms Maximum Number of such underwriting Securities; (d) The Company will not hereafter enter into any agreement, which is inconsistent with the rights of priority provided in paragraph (c) above.

Piggy Back Registration. Subject (a) At any time and from time to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, but prior to Purchaser’s exercise of its rights under Section 7.1(a), whenever the Company proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account registration statement (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or Form S-8 (or any substitute form successor forms or a registration statement that may be adopted by does not contemplate a distribution of the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholdersbeing registered on a firmly underwritten basis), then the Company shall will, prior to such filing, (x) give written notice of such proposed filing to the Holders Purchaser, as soon as practicable (but in no event less than ten twenty (1020) Business Days days before the anticipated filing date), which notice shall describe the intended method(s) of distribution, the name of the proposed managing underwriter or underwriters, if any, of the offering, and the type and estimated number of shares available to be included by way of piggyback registration, and (y) offer to the Purchaser in such notice shall offer such Holders the opportunity to register the sale of such number of shares of Registrable Securities as each such Holder holders may request in writing within five ten (510) Business Days days following receipt of receiving such notice (a “Piggy-Back Registration”). The Subject to (i) the applicable rules and regulations and interpretations of the SEC, including, without limitation, Rule 415 under the Securities Act, and (ii) Section 7.2(b), the Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the such Registrable Securities requested to be included in a Piggy-Back Registration to be included such registration on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise and to permit the sale or other disposition of the Registration Rights under Section 2.1(a). All Holders of such Registrable Securities in accordance with the intended method(s) of distribution thereof. Purchaser proposing to distribute their its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-powers of attorney, indemnities, opinions underwriting agreements (with the underwriter or underwriters selected for such underwriting by the Company), and other documents reasonably required under the terms of the applicable underwriting arrangements and shall take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities included in such underwriting. (b) If in the sole discretion of the managing underwriter or underwriters, if any, of a Piggy-Back Registration, the offering of all, or part of, the Registrable Securities that Purchaser requested to be included would adversely affect such offering, then the Company shall be required to include in the underwriting agreementonly that number of Registrable Securities, if any, which the managing underwriter or underwriters believe may be sold without causing such adverse effect. If the number of Registrable Securities to be included in the underwriting in accordance with the foregoing is less than the total number of shares that Purchaser has requested to be included, then Purchaser shall participate in the underwriting pro rata based upon its total ownership of Registrable Securities. Any such limitation shall be imposed in such manner so as to avoid any diminution in the number of shares the Company may register for sale by giving first priority for the shares to be registered for issuance and sale by the Company and the underwriter, and by giving second priority for the shares to be registered for sale by Purchaser. (c) Notwithstanding the provisions and rights set forth in Section 7.1 and Section 7.2, Purchaser hereby acknowledges and agrees that the Shares shall not be transferred under any applicable Laws permitting any such transfer prior to the six (6) month anniversary of the Closing Date.

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after (a) If the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company Corporation proposes to file a Registration Statement registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company any of its Registrable Securities (i) for its own account (other than (i) a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(aother similar rule of the Commission under the Securities Act is applicable) or (ii) a registration statement on Form S-4 or S-8 (or for the account of any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering holder of securities solely to the Company’s existing stockholders)Registrable Securities, then the Company shall Corporation will give written notice of such proposed filing to the Holders all Stockholders holding Registrable Securities as soon as practicable (but in no any event not less than ten (10) Business Days 15 days before the anticipated filing date), and such notice shall will offer such Holders Stockholders the opportunity opportunity, subject to the limitations provided in Section 2.2(b) to register such number of shares of Registrable Securities owned by the Stockholders as each such Holder the Stockholders may request in writing within five (5) Business Days on the same terms and conditions as the registration of receiving such notice the Corporation’s or other Holder’s Registrable Securities (a “Piggy-Back Registration”). The Company Stockholders will be permitted to withdraw all or part of the Registrable Securities from a piggy-Back Registration at any time prior to the effective date of the Piggy-Back Registration. Subject to the foregoing, upon the written request of any stockholder made within 10 days after the receipt of notice from the Corporation (which request shall specify the number of Registrable Securities intended to be disposed of by such Stockholder), the Corporation will use its commercially reasonable best efforts to cause effect the managing underwriter(s) registration under the Securities Act of a proposed underwritten offering all Registrable Securities which the Corporation has been so requested to register by such Stockholders, to the extent required to permit the disposition of the Registrable Securities to be so registered; provided that (A) if such registration involves an underwritten Public Offering, all such Stockholders requesting to be included in the Corporation’s registration must sell their Registrable Securities to the Underwriters selected as provided in Section 3.9 on the same terms and conditions as apply to the Corporation and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 2.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Corporation shall determine for any reason not to register such Registrable Securities, the Corporation shall give written notice to all such Stockholders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (without prejudice, however, to rights of the Stockholders under Section 2.1). No registration effected under this Section 2.2 shall relieve the Corporation of its obligations to effect a Demand Registration to the extent required by Section 2.1. (b) If a registration pursuant to this Section 2.2 involves an underwritten Public Offering (other than in the case of an underwritten Public Offering requested by the Stockholders in a Demand Registration, in which case the provisions of Section 2.1(c) shall apply) and the managing Underwriter for such offering advises the Corporation that, in its view, the number or type of securities intended to be included in such registration could have an Adverse Effect on such offering, the Corporation will include in such registration the largest number of Registrable Securities that, in the opinion of the managing Underwriter for such offering, can be sold without causing an Adverse Effect in the following priority, the securities entitled to be included and requested to be included in such offering, as follows: (i) first, all of the securities proposed to be sold by the Corporation; (ii) second, all Registrable Securities requested to be included in a Piggy-Back Registration such registration by Investment LLC necessary to deliver to Investment LLC aggregate net proceeds from all registered sales by Investment LLC under Section 2.1 and this Section 2.2 in an amount equal to the sum of (A) the Investment LLC Contribution, (B) $333,333 and (C) the amount, if any, by which the Liquidation Preference on such date exceeds the Liquidation Preference on the date hereof; and (iii) third, all Registrable Securities requested to be included in such registration by an Investment LLC Holder and any other Holder (allocated, if necessary not to cause an Adverse Effect on the same terms offering, pro rata among such Investment LLC Holders and conditions as such other Holders on the basis of the relative number of shares of the Registrable Securities (determined by treating the Class B Common Stock on an as-converted into Class A Common Stock basis) so requested to be included in such registration). (c) Without the written consent of the holders of a majority of the voting power of the outstanding Registrable Securities held by the Investment LLC Holders, the Corporation will not grant to any similar person the right to request the Corporation to register any securities of the Company included therein. Participation in a Piggy-Back Registration as provided Corporation under the Securities Act unless the rights so granted are expressly subordinate to the rights of the Investment LLC Holders set forth in this Section 2.2(a) shall Agreement, and, if exercised, would not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form otherwise conflict or be inconsistent with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms provisions of such underwriting agreementthis Agreement.

Piggy Back Registration. Subject to Section 2.3 hereof(a) If, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Datetime, the Company proposes or is required to file a Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by securities of the Company of the same class as the Elan Controlled Securities (such securities “Similar Securities”), whether or not for sale for its own account (other than including a Shelf Registration Statement on Form S-3, but excluding a Registration Statement that is (i) any Shelf Registration Statement filed solely in connection with a Special Registration Notice pursuant to Section 2.1(a) or (ii) pursuant to a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed Demand Registration in connection accordance with an exchange offer or offering of securities solely to the Company’s existing stockholders)Section 5.1, then the Company shall give written notice as promptly as practicable, but not later than fifteen (15) calendar days prior to the anticipated date of filing of such proposed filing Registration Statement, to Subscriber of its intention to effect such registration and shall include in such registration all Elan Controlled Securities with respect to which the Holders as soon as practicable (but in no event less than Company has received written notice from Subscriber for inclusion therein within ten (10) Business Days before calendar days after the anticipated filing date), and such notice shall offer such Holders date of the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such Company’s notice (a “Piggy-Back Piggyback Registration”). In the event that Subscriber makes such written request, Subscriber may withdraw its Elan Controlled Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 5.2(a), whether or not Subscriber has elected to include Elan Controlled Securities in such registration; provided, however, that, if Subscriber has elected to include Elan Controlled Securities in such registration and the Company terminates or withdraws such Piggyback Registration after the date on which the applicable Registration Statement is declared effective, the Company shall reimburse Subscriber for all Selling Expenses paid by Subscriber in respect of Elan Controlled Securities included therein which are unsold on the date of such withdrawal or termination. No Piggyback Registration shall count towards the number of Demand Registrations to which Subscriber is entitled under Section 5.1(b) or Section 5.1(c). (b) If a Piggyback Registration under Section 5.2(a) is proposed to be underwritten, the Company shall so advise Subscriber as a part of the written notice given pursuant to Section 5.2(a). In such event, the lead underwriter to administer the offering shall be chosen by the Company, subject to the prior written consent, not to be unreasonably withheld or delayed, of Subscriber. (c) The Company shall use its commercially reasonable efforts pay all expenses (subject to cause and in accordance with Section 5.5) in connection with any Piggyback Registration, whether or not any registration or prospectus becomes effective or final or is terminated or withdrawn by the Company. (d) If any Similar Securities are to be sold in an underwritten primary offering on behalf of the Company, Subscriber may include all the Elan Controlled Securities it requests in such Piggyback Registration on the same terms and conditions as such Similar Securities included therein; provided, however, that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of a such offering advises the Company and Subscriber in writing that, in its good faith opinion, the total number or dollar amount of Similar Securities proposed to be sold in such offering and Elan Controlled Securities requested by Subscriber to be included therein, in the aggregate, exceeds the largest number or dollar amount of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company shall include in such registration or prospectus only such number of securities that in the good faith opinion of such underwriter(s) can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities shall be included in the following order of priority: (i) first, the securities that the Company proposes to sell; (ii) second, the Elan Controlled Securities requested to be included by Subscriber and any Similar Securities requested to be included by any other Persons exercising their contractual rights to piggyback registration, pro rata (if applicable) on the basis of the aggregate number of securities so requested to be included therein; and (iii) third, any securities requested to be included therein by any other Persons (other than the Company and Subscriber and other Persons with restricted piggyback registration rights), allocated among such Persons in such manner as the Company may determine. (e) If the securities to be registered pursuant to this Section 5.2 are to be sold in an underwritten secondary offering to permit the Registrable on behalf of holders of Similar Securities, Subscriber may include all Elan Controlled Securities requested to be included in a Piggy-Back Registration to be included such registration in such offering on the same terms and conditions as any similar Similar Securities included therein; provided, however, that if the managing underwriter(s) of such offering advises the Company and Subscriber in writing that, in its good faith opinion, the total number or dollar amount of securities to be included therein exceeds the largest number or dollar amount of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company included therein. Participation shall include in a Piggy-Back Registration as provided such registration only such number of securities that in this Section 2.2(athe reasonable opinion of such underwriter(s) shall not count as an exercise can be sold without adversely affecting the marketability of the Registration Rights under Section 2.1(aoffering (including an adverse effect on the per share offering price). All Holders , which securities shall be so included in the following order of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall priority: (i) enter into an underwriting agreement in reasonable first, the Similar Securities requested to be included therein by the holders exercising their contractual rights to demand such registration and customary form with the underwriter(sElan Controlled Securities requested to be included by Subscriber, pro rata (if applicable) selected on the basis of the aggregate number of securities so requested to be included therein by each such holder; and (ii) second, any Similar Securities requested to be included therein by the Company for or any other Person not exercising a contractual right to demand registration, allocated among such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under Persons in such manner as the terms of such underwriting agreementCompany may determine.

Piggy Back Registration. Subject to Section 2.3 hereof, if If at any time after the date that is issuance of any Registrable Securities (as defined below) and prior to the three hundred sixty five (365) days after year and six-month anniversary of the IPO Subsequent Closing Date, the Company Purchaser proposes to file a Registration Statement register any of its securities under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (or for the account of any security holder other than (i) any Shelf Registration Statement filed in connection with a Registration Notice the Seller, other than pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 S-4, F-4 or S-8 (or any substitute form that may be adopted by successor forms thereto, the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders), then the Company shall Purchaser will give written notice of such proposed filing to the Holders as soon as practicable Seller of its intention to effect such a registration not later than ten (but 10) days prior to the anticipated filing date (a “Piggyback Registration”). Subject to the provisions contained in no event less than this Section 7.4, the Purchaser will include in such Piggyback Registration all issued and outstanding Purchaser Ordinary Shares issued pursuant to this Agreement (“Registrable Securities”) with respect to which the Purchaser has received written requests for inclusion therein within ten (10) Business Days before after the anticipated filing date), and such notice shall offer such Holders receipt by the opportunity to register such number Seller of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”)the Purchaser’s notice. The Company Seller shall use its commercially reasonable efforts be permitted to cause the managing underwriter(s) withdraw all or any part of a proposed underwritten offering to permit the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten offering, all Persons whose securities are included in the Piggyback Registration shall be obligated to sell their securities on the terms and conditions of the underwriting. (i) If a Piggyback Registration is an underwritten registration, and the managing underwriters advise the Purchaser in writing that in their opinion the total number or dollar amount of securities requested to be included in such registration exceeds the number or dollar amount of securities which can be sold in such offering, and such offering was demanded by stockholders of the Purchaser, the Purchaser will include in such registration in the following priority: (1) first, securities of the Purchaser sold for the account of any third-party holders if the registration was initiated by such holders pursuant to contractual demand registration rights, (2) second, pro-rata among the holders of any other securities according to the number of shares requested to be registered by such other holders and the Seller, (3) Purchaser Ordinary Shares sold for the account of the Purchaser, and (4) pro-rata among any other holders of Purchaser Ordinary Shares. (ii) If a Piggy-Back Piggyback Registration is an underwritten registration, and the managing underwriters advise the Purchaser in writing that in their opinion the total number or dollar amount of securities requested to be included on in such registration exceeds the same terms number or dollar amount of securities which can be sold in such offering, and conditions as any similar securities the Purchaser initiated the registration for the purpose of selling Purchaser Ordinary Shares for its own account, the Purchaser will include in such registration in the following priority: (1) first, Purchaser Ordinary Shares sold for the account of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration Purchaser; and (ii2) complete second, pro-rata among any other holders of any other securities exercising contractual registration rights and execute all questionnaires, powers-of-attorney, indemnities, opinions the Seller according to the number of shares requested to be registered by such other holders and other documents reasonably required under the terms of such underwriting agreementSeller.

Piggy Back Registration. Subject to Section 2.3 hereof(a) If, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing DateIPO, the Company CAM proposes to file on its behalf and/or on behalf of any holder of its securities (other than a Registration Statement holder of Registrable Securities) a registration statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account on any form (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute successor form that may for securities to be adopted by offered in a transaction of the Commissiontype referred to in Rule 145 under the Securities Act or to employees of CAM pursuant to any employee benefit plan, respectively) or filed in connection with an exchange offer or offering for the registration of securities solely to the Company’s existing stockholdersany of its equity interests (a "Piggy-Back Registration"), then the Company shall it will give written notice to all Holders at least 20 days before the initial filing with the Commission of such proposed filing to the Holders as soon as practicable piggy-back registration statement (but in no event less than ten (10) Business Days before the anticipated filing datea "Piggy-Back Registration Statement"), and such which notice shall set forth the intended method of disposition of the securities proposed to be registered by CAM. The notice shall offer to include in such Holders filing the opportunity to register such aggregate number of shares of Registrable Securities as each such Holders may request, subject to the limits set forth in Section 3(c) below. (b) Each Holder may request desiring to have Registrable Securities registered under this Section 3 ("Participating Piggy-Back Holders") shall advise CAM in writing within five 10 days after the date of receipt of such offer from CAM, setting forth the amount of such Registrable Securities for which registration is requested. CAM shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (5c) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company below, and shall use its commercially reasonable efforts to cause effect registration of such Registrable Securities under the Securities Act. (c) If the Piggy-Back Registration relates to an underwritten public offering and the managing underwriter(s) underwriter of a such proposed underwritten public offering to permit advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in a the Piggy-Back Registration in addition to the securities being registered by CAM would be included on greater than the Maximum Number of Securities (having the same terms and conditions meaning as any similar securities of defined in Section 2 but replacing the Company included therein. Participation in a term "Demand Registration" with "Piggy-Back Registration as provided Registration"), then: (i) in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a event CAM initiated the Piggy-Back Registration Registration, CAM shall (i) enter into an underwriting agreement include in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (iiA) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement.securities CAM proposes to register and

Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, If the Company proposes to file a Registration Statement registration statement (a "Piggy-Back Registration") under the Securities Act with respect to an underwritten offering or other sale of Common Shares equity securities by the Company for its own account or for the account of any holders of any class of its equity securities (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or Demand Registration, (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), or (iii) or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing stockholderssecurityholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable practicable, in any event at least thirty (but in no event less than ten (1030) Business Days days before the anticipated filing date), and such notice shall offer such Holders each Holder the opportunity to register include in such registration such number of shares of Registrable Securities as each such Holder may request in writing within five (5which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof). Such Holders shall have twenty (20) Business Days days after receipt of receiving such notice (a “from the Company to make such request. All Holders requesting inclusion in the Piggy-Back Registration”)Registration are referred to herein as "Piggy-Back Holders". Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of its request to withdraw prior to the date on which the registration statement becomes effective. The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in may withdraw a Piggy-Back Registration at any time prior to be included on the same terms and conditions as any similar securities of time it becomes effective, provided, that the Company included thereinshall reimburse the Piggy-Back Holders for all reasonable out-of-pocket expenses (including counsel fees and expenses) incurred prior to such withdrawal. Participation in No Piggy-Back Registration shall relieve the Company of its obligation to effect any Demand Registration or a Shelf Registration, and no failure to effect a Piggy-Back Registration as provided or complete the sale of securities in this Section 2.2(a) connection therewith shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by relieve the Company for such Piggy-Back Registration of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement4.1).

Piggy Back Registration. Subject to Section 2.3 hereof, if 2.2.1 If the Company at any time after (other than pursuant to Section 2.1 or Section 2.3) proposes to register any of its securities under the date that is three hundred sixty five Securities Act for sale to the public, whether for its own account or for the account of other stockholders of the Company or both (365except with respect to (i) Registration Statements on Forms S-4, S-8 or any successor to such forms, or (ii) any Registration Statement including only securities issued pursuant to a dividend reinvestment plan), each such time the Company shall promptly give written notice to the holders of Registrable Securities of its intention to do so (the “Piggy-Back Notice”). Upon the written request of Holders of at least twenty percent (20%) of the Registrable Securities then outstanding, received by the Company within twenty (20) days after the IPO Closing Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering delivery of Common Shares such Piggy-Back Notice by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection accordance with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders)3.6, then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number any or all of shares of the Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Securities, the Company shall use its commercially reasonable best efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities as to which registration shall have been so requested to be included in such Registration Statement. If the Registration Statement relates to an underwritten public offering, the Company shall so advise the holders of Registrable Securities as a part of a Piggy-Back Registration Notice. In such event, each Holder’s right to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of include Registrable Securities proposing in such registration shall be conditioned upon its participation in such underwriting to distribute their securities through a Piggy-Back Registration the extent provided herein. The Holders, if participating in such distribution, shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) underwriter or underwriters selected for underwriting by the Company Company. 2.2.2 Any request by a Holder for inclusion in any registration may be withdrawn, in whole or in part, at any time prior to the effective date of the Registration Statement for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required offering. 2.2.3 The Company shall have the right to terminate or withdraw any registration contemplated under this Section 2.2 prior to the terms effectiveness of such underwriting agreementregistration, whether or not the Holders have elected to include securities in such registration. The expenses of such registration shall be borne by the Company, in accordance with Section 2.7 hereof. 2.2.4 There shall be no limitation on the number of registrations a Holder may participate in under this Section 2.2.